PulteGroup (PHM) 10-K risk factor changes: FY2023 vs FY2022

[removed: Mortgage] [added: Up until 2022, mortgage] interest rates in recent years [removed: have] [added: had] been at or near historic lows, thereby making new homes more affordable.

[removed: For example, beginning] [added: However,] in the second quarter of 2022, [removed: 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 [removed: through 2022] as part of their effort to reduce [removed: inflation.][added: inflation, mortgage rates increased, reaching their highest levels since 2008.]

[removed: As noted previously,] [added: Beginning in 2020, the COVID-19 pandemic also impacted our business and resulted in a significant slowdown in our business and impacts to our financial results, followed by] historically high inflation, increased interest rates and [removed: overall] [added: weaker] economic conditions [removed: in 2022 have] [added: all of which] impacted the affordability of our homes and consumer [removed: sentiment resulting in a significant slowdown in our business and impacts to our financial results.][added: sentiment.]

[removed: Although these prices tempered during the second half of 2022,] [added: These factors have increased our operational costs in recent periods, and] if the current inflationary environment continues or worsens, we may not be able to adjust the pricing we charge for homes to offset these increased costs in the future, which would adversely impact our results of operations and cash flows.

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

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

[added: Increased costs and] shortages of labor and materials [removed: have caused] [added: can cause] increases in construction costs, and construction delays.

The availability of finished and partially finished [removed: developed] lots and undeveloped land for purchase that meet our internal criteria depends on a number of factors outside our control, including land availability in general, competition with other homebuilders and land buyers for desirable property, inflation in land prices, zoning, allowable housing density, and other regulatory requirements.

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 [removed: less than anticipated] [added: 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 [removed: forego] [added: forgo] deposits and pre-acquisition costs and terminate the agreements.

If market conditions were to deteriorate in the future, we could 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 [added: could] materially and adversely affect our earnings and our shareholders' equity.

All of these factors [removed: can] [added: have caused and could in the future] cause an increase in the effective cost of our homes.

These matters may result in delays, may cause us to incur substantial compliance, remediation and other costs, and [removed: can] [added: could] prohibit or severely restrict development and homebuilding activity in environmentally sensitive regions or areas.

More stringent requirements could be imposed in the future on [removed: homebuilders and] [added: homebuilders,] developers, [added: and financial services companies,] thereby increasing the cost of compliance.

Despite our detailed specifications and quality control procedures, in [removed: some] [added: limited] cases, subcontractors may use improper construction processes or defective materials.

In such cases, it can result in the need to perform [removed: extensive] repairs to [removed: large numbers of] homes.

In certain instances, we may offer our subcontractors the opportunity to purchase insurance through one of our captive insurance subsidiaries or participate in a project-specific insurance program [removed: provided] [added: sponsored] by us.

Additionally, the coverage offered by and the availability of general liability insurance for construction defects are [removed: currently] costly and limited.

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 [removed: employment.][added: employment or engagement.]

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

For instance, in [removed: 2022, Hurricane Ian] [added: recent years, hurricanes have] caused significant disruptions in Florida [added: and our Southeastern markets] but did not result in a material impact to our results of operations.

In addition, the increased prevalence of forest fires in recent years in our western markets has caused disruptions to our sales operations and development [removed: delays.][added: delays, and significant weather events have contributed to plant closures and transportation delays that have exacerbated stress on our supply chain.]

In addition, as local governmental authorities and utilities are required to spend increasing amounts of their resources responding to and remediating weather and [removed: climate related] [added: climate-related] events, their ability to provide approvals and service to new housing communities may be impaired.

At December 31, [removed: 2022,] [added: 2023,] we had cash, cash equivalents, and restricted cash of [removed: $1.1] [added: $1.8] billion as well as [removed: $946.6] [added: $937.3] million available under our revolving credit facility ("Revolving Credit Facility").

[removed: At] December 31, [removed: 2022,] [added: 2023,] we had outstanding letters of credit and surety bonds totaling [removed: $303.4] [added: $312.7] million and [removed: $2.2] [added: $2.4] billion, respectively.

If we are unable to obtain letters of credit or surety bonds when required, or the conditions imposed by issuers increase significantly, our [removed: liquidity] [added: liquidity, and cost of operations] could be adversely affected.

As of December 31, [removed: 2022,] [added: 2023,] we had deferred tax assets of [removed: $113.2] [added: $89.5] million, against which we provided a valuation allowance of [removed: $30.9] [added: $24.8] million.

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, [removed: which] [added: which,] among other things, could significantly reduce our ability to sell homes, or (b) commit our own funds to [removed: long term] [added: long-term] investments in mortgage loans, which, in addition to requiring

Our computer systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches (through cyber-attacks from computer hackers and sophisticated organizations), catastrophic events such as fires, tornadoes and hurricanes, usage errors by our employees, or cyber-attacks or errors by third party vendors who [removed: have] [added: could gain] access to our confidential data or that of our [removed: customers.][added: customers, vendors, or employees.]

While to our knowledge we have not experienced a significant [removed: cyber-attack,] [added: cybersecurity incident that has materially affected our business strategy, results of operations or financial condition, and] we are continuously working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of protection, to the extent possible, against cyber risks and security breaches, and [removed: monitor] to [added: enhance our monitoring to] prevent, detect, [added: contain,] address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have an impact on our business, there is no assurance that advances in computer capabilities, new technologies, methods or other developments will detect or prevent security breaches and safeguard access to proprietary or confidential [removed: information.][added: information or otherwise prevent material consequences for our business and reputation.]

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

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

Unfavorable media or investor and analyst reports related to our industry, company, brand, marketing, personnel, operations, business performance, or prospects may affect our stock price and the performance of our business, regardless of [removed: its] [added: their] accuracy or inaccuracy.

[removed: In addition, we] [added: We] can [added: also] be affected by poor relations with the residents of communities we develop because efforts made by us to resolve issues or disputes that may arise in connection with the operation or development of their communities, or in connection with the transition of a homeowners association, could be deemed unsatisfactory by the affected residents and subsequent actions by these residents could adversely affect sales or our reputation.

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

Our operational and financial performance could be impacted by a [added: pandemic, including a] resurgence in the [added: COVID-19] 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.

As a result, we began to experience lower than

expected signups and traffic, as well as an increase in cancellation rates, during the second half of 2022 and into the first half of 2023.

Supply constraints can also be further

exacerbated by government policies which make it more difficult and/or expensive for suppliers to produce materials needed for our business.

At

In particular, the frequency, severity and novelty of cyber-attacks on companies has increased in recent years, including significant ransomware attacks and foreign attacks on prominent companies and computer software programs, as threat actors become increasingly sophisticated and employ techniques, including malicious uses of artificial intelligence such as deepfakes, to launch attacks that are increasingly difficult to detect and defend against.

We, like many organizations, have experienced and expect to continue to experience varying degrees of cybersecurity incidents in the course of our business, including phishing and social engineering intrusions which could lean, in turn, to ransomware attacks or other incidents that could impact our business.

In addition to direct cyber-attacks on, or other disruptions of, our systems, cyber-attacks on, or other disruptions of, the systems of our suppliers, financial service companies, service providers and other parties on which we rely to conduct our business can result in their inability to provide services to us and impact our ability to conduct our business in the ordinary course.

about our employees, customers and business partners, requiring us to incur significant expense to address and resolve.

Improper conduct by our employees who have access to such information could also result in the misuse of such information.

While we currently have insurance coverage for losses incurred as a result of cyber-attacks, there is no assurance that future coverage will not be restricted or become more costly.

In addition, there is no assurance that any such insurance would make us whole for any losses incurred by our Company.

If we suffer cybersecurity incidents or data security issues in the future, we could suffer material liabilities, our reputation could be materially damaged, and our operations could be materially disrupted.

Some of those conditions continue to impact our operations and financial performance as have the impact of COVID-19 on the broader economy.

For instance, pervasive inflation incurred in part by COVID-19 resulted in federal financial policies which increased mortgage interest rates resulting in a significant impact to our business.

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.

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

Increased costs and

We have responded to increases in insurance costs and coverage limitations by increasing our self-insured retentions.

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

The frequency and sophistication of cyber-attacks on companies has increased in recent years, including significant ransomware attacks and foreign attacks on prominent companies and computer software programs.

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.

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.

[removed: However, the strength of new home] [added: The] demand [removed: rapidly] [added: for new homes] declined [removed: starting] [added: beginning] in [removed: the second quarter of 2022] [added: mid-2022] as the Federal Reserve [added: repeatedly] increased benchmark interest rates in response to inflation, which, in turn, drove national mortgage and other interest rates [removed: higher, impacting] [added: higher and negatively impacted] home affordability and consumer sentiment.

[removed: The] [added: Despite the recent improvements, the] noted supply chain and labor issues have led to significant cost pressures in almost all areas of our business, but especially [added: labor and materials costs] related to [removed: construction labor] [added: the development of our land inventory] and [removed: materials.][added: the construction of our homes.]

[removed: Despite these challenges, we] [added: We] remain focused on taking a measured approach to our capital allocation strategy [removed: in response] to [removed: the current operating environment.][added: effectively respond to future volatility in demand.]

Accordingly, we are focused on protecting liquidity and closely managing our cash [removed: flows,] [added: flows while also continuing to focus on shareholder returns,] including the following [removed: planned] actions:

[removed: –Continuing our focus on increasing] [added: –Increasing] our lot optionality within our land pipeline for increased flexibility;

–Taking [removed: a more] [added: an] opportunistic approach to [removed: share buybacks;] [added: repurchasing debt;] and

[removed: Despite these conditions, there remains a housing shortage across the United States, and we are] [added: We remain] confident in our ability to navigate this environment and to position the Company to take advantage of opportunities as they [removed: arise.][added: arise and support future growth.]

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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

For similar operating and financial data and discussion of our fiscal [removed: 2021] [added: 2022] results compared to our fiscal [removed: 2020] [added: 2021] 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: 2021,] [added: 2022,] which was filed with the SEC on February [removed: 7, 2022.][added: 6, 2023.]

| Homebuilding | | | $ | [removed: 3,307,328] [added: 3,316,075] | | | | | $ | [removed: 2,288,128] [added: 3,307,328] | |

| Financial Services | | | [removed: 132,230] [added: 133,192] | | | | | | [removed: 221,717] [added: 132,230] | | |

| Income before income taxes | | | [removed: 3,439,558] [added: 3,449,267] | | | | | | [removed: 2,509,845] [added: 3,439,558] | | |

| Income tax expense | | | [removed: (822,241)] [added: (846,895)] | | | | | | [removed: (563,525)] [added: (822,241)] | | |

| Net income | | | $ | [removed: 2,617,317] [added: 2,602,372] | | | | | $ | [removed: 1,946,320] [added: 2,617,317] | |

| Net income | | | $ | [removed: 11.01] [added: 11.72] | | | | | $ | [removed: 7.43] [added: 11.01] | |

[removed: -] Our effective income tax rate was [removed: 23.9%] [added: 24.6%] and [removed: 22.5%] [added: 23.9%] for [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

| | | | [removed: 2022] [added: 2023] | | | | | | FY [removed: 2022] [added: 2023] vs. FY [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] | | |

| [removed: Home] [added: Home] sale [removed: revenues] [added: revenues (a):] | | | [removed: $] | [removed: 15,774,135] | | | | | [removed: 18] | | [removed: %] | | | | [removed: $] | [removed: 13,376,812] | |

| Land sale and other revenues | | | [removed: 143,144] [added: 142,116] | | | | | | [removed: (11)] [added: (1)] | | % | | | | [removed: 160,538] [added: 143,144] | | |

| Land sale and other cost of revenues | | | [removed: (119,906)] [added: (124,607)] | | | | | | [removed: (11)] [added: 4] | | % | | | | [removed: (134,013)] [added: (119,906)] | | |

| Selling, general, and administrative expenses ("SG&A") [added: *(c)*] | | | [removed: (1,381,222)] [added: (1,312,642)] | | | | | | [removed: 14] [added: (5)] | | % | | | | [removed: (1,208,698)] [added: (1,381,222)] | | |

[removed: | Other expense, net *(c)* | | | (14,928) | | | | | | *(b)* | | | | | | (3,081) | | |][added: *Other income (expense), net*]

| Income before income taxes | | | $ | [removed: 3,307,328] [added: 3,316,075] | | | | | [removed: 45] [added: —] | | % | | | | $ | [removed: 2,288,128] [added: 3,307,328] | |

| Gross margin from home sales [removed: *(a)*] [added: *(a) (b)*] | | | [removed: 29.7] [added: 29.3] | | % | | | | [removed: 330] [added: (80)] bps | | | | | | [removed: 26.4] [added: 30.1] | | % |

| SG&A % of home sale revenues [added: *(a) (c)*] | | | [removed: 8.8] [added: 8.4] | | % | | | | [removed: (20)] [added: (50)] bps | | | | | | [removed: 9.0] [added: 8.9] | | % |

| Closings (units) | | | [removed: 29,111] [added: 28,603] | | | | | | [removed: 1] [added: (2)] | | % | | | | [removed: 28,894] [added: 29,111] | | |

| [removed: Average] [added: Average] selling [removed: price] [added: price (a):] | | | [removed: $] | [removed: 542] | | | | | [removed: 17] | | [removed: %] | | | | [removed: $] | [removed: 463] | |

| Net new [removed: orders:] [added: orders *(g)*:] | | | | | | | | | | | | | | | | | |

| Units | | | [removed: 23,277] [added: 28,580] | | | | | | [removed: (27)] [added: 23] | | % | | | | [removed: 31,739] [added: 23,277] | | |

| Dollars | | | $ | [removed: 13,589,392] [added: 15,244,353] | | | | | [removed: (17)] [added: 12] | | % | | | | $ | [removed: 16,442,441] [added: 13,589,392] | |

| Cancellation rate | | | [removed: 19] [added: 16] | | % | | | | | | | | | | [removed: 9] [added: 19] | | % |

| Average active communities | | | [removed: 810] [added: 906] | | | | | | [removed: 1] [added: 12] | | % | | | | [removed: 799] [added: 810] | | |

| Units | | | [removed: 12,169] [added: 12,146] | | | | | | [removed: (32)] [added: —] | | % | | | | [removed: 18,003] [added: 12,169] | | |

| Dollars | | | $ | [removed: 7,674,068] [added: 7,319,714] | | | | | [removed: (22)] [added: (5)] | | % | | | | $ | [removed: 9,858,811] [added: 7,674,068] | |

[removed: *(a)Includes] [added: *(b)Includes] the amortization of capitalized interest.*

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

[removed: *(c)See] [added: *(f)See] "Other [removed: expense,] [added: income (expense),] net" for a table summarizing significant items [removed: (see* *[Note 1](#i9a7fd1e48717415a8894477cc871289b_94)).*][added: ([Note 1](#i752348d5570c4d3ba13871f4510e3eaa_97)).*]

Home sale revenues for [removed: 2022] [added: 2023] were higher than [removed: 2021] [added: 2022] by [removed: $2.4 billion, or 18%.][added: $50.6 million.]

The increase was attributable to a [removed: 17%] [added: 2%] increase in average selling price [removed: combined with] [added: partially offset by] a [removed: 1% increase] [added: 2% decrease] in closings.

The increase in average selling price [removed: reflects] [added: reflected] the impact of [removed: pricing actions taken in response to robust] [added: continued] consumer demand [removed: in 2021] and [removed: early 2022 when the majority of the homes that closed in 2022 were placed under contract with customers,] [added: persistent inflation,] partially offset by an increase in the mix of first-time buyer homes, which typically carry a lower sales [removed: price.][added: price, and higher sales incentives in substantially all of our markets.]

Despite the higher mortgage interest rates that continued through most of 2023, demand for new homes began to strengthen in early 2023, weakened in the fall with continued mortgage interest rate volatility, and then gained momentum to end the year as mortgage interest rates moderated.

For the full year, we experienced an increase in our net new orders of 23% in 2023 from 2022.

The overall demand for new homes strengthened as the result of a continuing limited supply of existing home inventories in combination with the market adjusting to the higher interest rate environment.

While affordability challenges for housing remain due to the higher interest rates, cost increases, and general inflation in recent years, we have responded by adjusting sales prices where necessary and focusing sales incentives on closing cost incentives, especially mortgage interest rate buydowns, which have supported the increase in our net new orders.

Additionally, the rate of customer order cancellations that spiked in 2022 in response to inflation and interest rate increases has now normalized to historical levels.

Supply chain constraints that began after the onset of the COVID-19 pandemic improved in 2022 and 2023, which has contributed to a shortening of our production cycle times.

The time required to construct a home was approximately six weeks shorter at the end of 2023 compared to the end of 2022, and we experienced sequential improvement throughout 2023.

However, production cycle times remain elevated versus our historical norms as the availability of certain materials and construction labor remain challenged along with ongoing, though lessened, delays in municipal approvals and inspections.

Lumber, in particular, has experienced heightened volatility in recent years.

Due to the length of our construction cycle times, there is a lag between when such cost changes occur and when they impact our operating results.

During 2023 and 2022, through a combination of cost reduction initiatives, construction pacing and sales strategies which took advantage of periods of strong consumer demand, we were able to largely offset the majority of such cost increases through the sales prices of our homes.

As the business slowed in the second half of 2022, we adjusted business practices to support a consistent cadence of house starts and an appropriate inventory of quick move-in homes as we focused on turning our assets and delivering high returns on investment.

By achieving an effective balance of price and pace, we realized strong revenues and earnings in 2023.

Within an evolving macroeconomic environment, consumers across all buyer segments and price points continued to demonstrate a strong desire for homeownership.

As a result, we increased our housing starts throughout 2023.

As interest rates continued to increase during 2023, buyer demand slowed slightly but strengthened again during the fourth quarter as a result of a recent decrease in mortgage interest rates.

–Producing sufficient levels of spec inventory (houses without customer orders) to service buyers seeking to close within 30 to 90 days;

–Maintaining a focus on shareholder return through share buybacks and dividends, including a 25% increase in our dividends from $0.16 to $0.20 per share effective with our January 2024 dividend payment;

Although higher mortgage interest rates may persist for some time, the supply of both new and existing homes for sale remains limited, and demographics supporting housing demand remain favorable.

| | | | 2023 | | | | | | 2022 | | |

| Total Homebuilding revenues | | | 15,740,823 | | | | | | — | | % | | | | 15,691,263 | | |

| Home sale cost of revenues *(a) (b)* | | | (11,030,206) | | | | | | 1 | | % | | | | (10,867,879) | | |

| Equity income from unconsolidated entities *(d)* | | | 3,506 | | | | | | *(e)* | | | | | | 49,403 | | |

| Gain on debt retirement | | | 663 | | | | | | *(e)* | | | | | | — | | |

*(a)All periods reflect the reclassification of closing cost incentives from home sale cost of revenues to home sale revenues ([Note 1](#i752348d5570c4d3ba13871f4510e3eaa_97)).*

*(c)Includes insurance reserve reversals of $130.8 million and $65.0 million in 2023 and 2022, respectively.*

*(d)Equity income from unconsolidated entities includes a gain of $49.1 million in 2022 related to a property sale in an unconsolidated entity in Northern California.*

*(g)Net new order dollars represent a composite of new order dollars combined with other movements of the dollars in backlog related to cancellations and change orders.*

The decrease in closings during 2023 was primarily attributable to 2022 benefiting from a larger beginning backlog due to heightened demand during 2021 combined with a sharp decrease in net new orders in the fourth quarter of 2022 in response to the aforementioned sharp increase in mortgage interest rates.

Generally, we were able to maintain pricing to substantially offset increases in house and land costs as a result of continued consumer demand combined with the low supply of new and existing homes for sale.

This decrease is primarily attributable to lower insurance costs as a result of favorable claims experience partially offset by other overhead costs to support the higher number of active communities.

| | | | 2023 | | | | | | 2022 | | |

| Miscellaneous, net | | | 11,524 | | | | | | 8,659 | | |

Interest income increased significantly in 2023 as the result of significantly higher returns on invested cash balances due to the elevated interest rate environment.

The increased net new order volume in 2023 was primarily due to improved demand combined with better availability of quick move-in speculative homes.

Net new orders in dollars increased a smaller amount than the increase in units as the result of both an increase in the mix of first-time buyer homes, which typically carry a lower sales price, and higher sales incentives in substantially all of our markets.

Ending backlog dollars, which

| | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 7,381 | | | | | | 7,856 | | |

This decrease resulted from the lower order backlog caused by the lower number of sold homes and higher cancellations in the second half of 2022 following the significant increase in mortgage interest rates.

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.

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.

Supply chain constraints that began after the onset of the COVID-19 pandemic have continued to limit the availability of certain materials and construction labor, which, combined with delays in municipal approvals and inspections, continue to pressure production cycle times of the homes we are constructing.

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

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.

–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;

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

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.

| | | | 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)).

| Total Homebuilding revenues | | | 15,917,279 | | | | | | 18 | | % | | | | 13,537,350 | | |

| Home sale cost of revenues *(a)* | | | (11,093,895) | | | | | | 13 | | % | | | | (9,841,961) | | |

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

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.

This resulted in a strong pricing environment, which allowed us to offset increases in house and land costs through pricing actions in 2022.

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

This increase resulted primarily from higher sales commissions expense due to the higher revenues, increased headcount, and other overhead costs to support the increased number of homes in production.

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.

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

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

Equity in earnings of unconsolidated entities reflects our share of earnings from joint ventures and other investments with independent third parties, and varies between periods based on the performance of the underlying investments.

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

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

| | | | | | | 7,856 | | | | | | 4,195 | | |

This decrease is primarily attributable to the lower number of sold homes as a result of decreased new orders and higher cancellations.

This decrease was partially offset by a higher level of unsold homes, or speculative homes, under construction, which reflects our strategic decision to increase housing starts of speculative units in response to the noted supply chain challenges and to have product available that can close quickly for customers that are concerned about potentially higher mortgage interest rates.

The higher cancellation rate in 2022 also contributed to the increase in unsold inventory.

The following [removed: table sets] [added: tables set] forth the principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value of our debt obligations as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] ($000’s omitted).

| | | | As of December 31, [removed: 2021] [added: 2023] for the Years [removed: ended] [added: Ended] December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | [removed: 2026] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Average interest rate | | | [removed: 2.20] [added: 7.15] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 2.20] [added: 7.15] | | % | | | | | | |

There were no borrowings outstanding under our Revolving Credit Facility at either December 31, [removed: 2022] [added: 2023] or [removed: 2021.*][added: 2022.*]

A commitment to lend at a specific interest rate (an interest rate lock [removed: commitment)] [added: commitment ("IRLC"))] is a derivative financial instrument (interest rate is locked to the borrower).

We are generally not exposed to variability in cash flows of derivative instruments for more than approximately [removed: 60] [added: 90] days.

In periods of low [removed: or decreasing] interest rates, the length of exposure will also generally increase as customers desire to lock before the possibility of rising rates.

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

We generally enter into one of the aforementioned derivative financial instruments upon accepting [removed: interest rate lock commitments.][added: IRLCs.]

Changes in the fair value of [removed: interest rate lock commitments] [added: IRLCs] and the other derivative financial instruments are recognized in Financial Services revenues.

At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] residential mortgage loans available-for-sale had an aggregate fair value of [removed: $677.2] [added: $516.1] million and [removed: $947.1] [added: $677.2] million, respectively.

At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had aggregate [removed: interest rate lock commitments] [added: IRLCs] of [removed: $653.2] [added: $404.7] million and [removed: $337.9] [added: $653.2] million, respectively, which were originated at interest rates prevailing at the date of commitment.

Unexpired forward contracts totaled [added: $745.0 million and] $1.0 billion [removed: and $903.0 million] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, and whole loan investor commitments totaled [removed: $285.9] [added: $207.9] million and [removed: $310.0] [added: $285.9] 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.

Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; [removed: competition within] the [removed: industries in which we operate; the availability and cost of land and other raw materials used by us in our homebuilding operations; the] impact of any changes to our strategy in responding to the cyclical nature of the [removed: industry,] [added: industry or deteriorations in industry changes or downward changes in general economic or other business conditions,] including any changes regarding our land positions and the levels of our land spend; [added: economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences and] the [added: state of the market for homes in general; labor supply shortages and the cost of labor; the] availability and cost of [removed: insurance covering risks associated with] [added: land and other raw materials used by us in] our [removed: businesses; shortages] [added: homebuilding operations; a decline in the value of the land] and [added: home inventories we maintain and resulting possible future writedowns of] the [removed: cost] [added: carrying value] of [removed: labor; weather related slowdowns; slow growth initiatives and/or local building moratoria;] [added: our real estate assets; competition within the industries in which we operate;] governmental regulation directed at or affecting the housing market, the homebuilding industry or construction [removed: activities; uncertainty in] [added: activities, slow growth initiatives and/or local building moratoria;] the [removed: mortgage lending industry, including revisions to underwriting standards] [added: availability] and [removed: repurchase requirements] [added: cost of insurance covering risks] associated with [removed: the sale of mortgage loans; the interpretation] [added: our businesses, including warranty and other legal or regulatory proceedings or claims; damage from improper acts] of [added: persons over whom we do not have control] or [removed: changes] [added: attempts] to [removed: tax, labor] [added: impose liabilities or obligations of third parties on us; weather related slowdowns; the impact of climate change] and [removed: environmental laws] [added: related governmental regulation; adverse capital and credit market conditions,] which [removed: could have a greater impact on] [added: may affect] our [removed: effective tax rate or] [added: access to and cost of capital;] the [removed: value] [added: insufficiency] of our [removed: deferred] [added: income] tax [removed: assets than we anticipate; economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences] [added: provisions] and [removed: the state] [added: tax reserves, including as a result] of [removed: the market for homes in general; legal or regulatory proceedings] [added: changing laws] or [removed: claims;] [added: interpretations; the potential that we do not realize] our [removed: ability] [added: deferred tax assets; our inability] to [removed: generate sufficient cash flow] [added: sell mortgages into the secondary market; uncertainty] in [removed: order] [added: the mortgage lending industry, including revisions] to [removed: successfully implement our capital allocation priorities; required accounting changes; terrorist acts] [added: underwriting standards] and [removed: other acts of war;] [added: repurchase requirements associated with] the [removed: negative impact] [added: sale] of [removed: the COVID-19 pandemic on our financial position] [added: mortgage loans,] and [removed: ability] [added: related claims against us; risks related] to [removed: continue our Homebuilding or Financial Services activities at normal levels] [added: information technology failures] or [removed: at all in impacted areas; the duration, effect and severity of the COVID-19 pandemic; the measures that governmental authorities take] [added: data security issues; failure] to [removed: address] [added: retain key personnel;] the [added: disruptions associated with the] COVID-19 pandemic [removed: which may precipitate] [added: (or another epidemic] or [removed: exacerbate one] [added: pandemic] or [removed: more] [added: similar public threat or fear] of [removed: the above-mentioned and/or other risks] [added: such an event),] and [removed: significantly disrupt or prevent us from operating our business in] the [removed: ordinary course for an extended period] [added: measures taken to address it; the effect] of [removed: time;] [added: cybersecurity incidents] and [added: threats; and] other factors of national, regional and global scale, including those of a political, economic, business and competitive nature.

See [Item 1A – Risk [removed: Factors](#i9a7fd1e48717415a8894477cc871289b_22)] [added: Factors](#i752348d5570c4d3ba13871f4510e3eaa_28)] for a further discussion of these and other risks and uncertainties applicable to our businesses.

| Fixed rate debt | | | $ | 48,111 | | | | | $ | 6,240 | | | | | $ | 463,359 | | | | | $ | 443,875 | | | | | $ | 4,340 | | | | | $ | 1,004,340 | | | | | $ | 1,970,265 | | | | | $ | 2,080,187 | |

| Average interest rate | | | 2.98 | | % | | | | 1.22 | | % | | | | 5.44 | | % | | | | 5.00 | | % | | | | — | | % | | | | 6.68 | | % | | | | 5.89 | | % | | | | | | |

| Variable rate debt *(a)* | | | $ | 499,627 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 499,627 | | | | | $ | 499,267 | |

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

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

| Variable rate debt *(a)* | | | $ | 626,123 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 626,123 | | | | | $ | 626,123 | |

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of the registrant’s voting shares held by nonaffiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $9,157,617,302.][added: approximately $17.0 billion.]

As of January [removed: 18, 2023,] [added: 24, 2024,] the registrant had [removed: 225,596,780] [added: 212,112,455] shares of common shares outstanding.

Applicable portions of the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.

| 1A | | | [Risk [removed: Factors](#i9a7fd1e48717415a8894477cc871289b_22)] [added: Factors](#i752348d5570c4d3ba13871f4510e3eaa_28)] | | | [removed: [9](#i9a7fd1e48717415a8894477cc871289b_22)] [added: [9](#i752348d5570c4d3ba13871f4510e3eaa_28)] | | |

| 1B | | | [Unresolved Staff [removed: Comments](#i9a7fd1e48717415a8894477cc871289b_25)] [added: Comments](#i752348d5570c4d3ba13871f4510e3eaa_31)] | | | [removed: [17](#i9a7fd1e48717415a8894477cc871289b_25)] [added: [17](#i752348d5570c4d3ba13871f4510e3eaa_31)] | | |

| 3 | | | [Legal [removed: Proceedings](#i9a7fd1e48717415a8894477cc871289b_31)] [added: Proceedings](#i752348d5570c4d3ba13871f4510e3eaa_37)] | | | [removed: [17](#i9a7fd1e48717415a8894477cc871289b_31)] [added: [18](#i752348d5570c4d3ba13871f4510e3eaa_37)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i9a7fd1e48717415a8894477cc871289b_34)] [added: Disclosures](#i752348d5570c4d3ba13871f4510e3eaa_40)] | | | [removed: [17](#i9a7fd1e48717415a8894477cc871289b_34)] [added: [18](#i752348d5570c4d3ba13871f4510e3eaa_40)] | | |

| 5 | | | [Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i9a7fd1e48717415a8894477cc871289b_40)] [added: Securities](#i752348d5570c4d3ba13871f4510e3eaa_46)] | | | [removed: [17](#i9a7fd1e48717415a8894477cc871289b_40)] [added: [18](#i752348d5570c4d3ba13871f4510e3eaa_46)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9a7fd1e48717415a8894477cc871289b_46)] [added: Operations](#i752348d5570c4d3ba13871f4510e3eaa_52)] | | | [removed: [19](#i9a7fd1e48717415a8894477cc871289b_46)] [added: [21](#i752348d5570c4d3ba13871f4510e3eaa_52)] | | |

| 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9a7fd1e48717415a8894477cc871289b_67)] [added: Risk](#i752348d5570c4d3ba13871f4510e3eaa_70)] | | | [removed: [35](#i9a7fd1e48717415a8894477cc871289b_67)] [added: [38](#i752348d5570c4d3ba13871f4510e3eaa_70)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#i9a7fd1e48717415a8894477cc871289b_70)] [added: Data](#i752348d5570c4d3ba13871f4510e3eaa_73)] | | | [removed: [38](#i9a7fd1e48717415a8894477cc871289b_70)] [added: [40](#i752348d5570c4d3ba13871f4510e3eaa_73)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9a7fd1e48717415a8894477cc871289b_133)] [added: Disclosure](#i752348d5570c4d3ba13871f4510e3eaa_136)] | | | [removed: [69](#i9a7fd1e48717415a8894477cc871289b_133)] [added: [70](#i752348d5570c4d3ba13871f4510e3eaa_136)] | | |

| 9A | | | [Controls and [removed: Procedures](#i9a7fd1e48717415a8894477cc871289b_136)] [added: Procedures](#i752348d5570c4d3ba13871f4510e3eaa_139)] | | | [removed: [69](#i9a7fd1e48717415a8894477cc871289b_136)] [added: [70](#i752348d5570c4d3ba13871f4510e3eaa_139)] | | |

| 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9a7fd1e48717415a8894477cc871289b_142)] [added: Inspections](#i752348d5570c4d3ba13871f4510e3eaa_145)] | | | [removed: [71](#i9a7fd1e48717415a8894477cc871289b_142)] [added: [72](#i752348d5570c4d3ba13871f4510e3eaa_145)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9a7fd1e48717415a8894477cc871289b_148)] [added: Governance](#i752348d5570c4d3ba13871f4510e3eaa_151)] | | | [removed: [71](#i9a7fd1e48717415a8894477cc871289b_148)] [added: [72](#i752348d5570c4d3ba13871f4510e3eaa_151)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i9a7fd1e48717415a8894477cc871289b_154)] [added: Matters](#i752348d5570c4d3ba13871f4510e3eaa_157)] | | | [removed: [71](#i9a7fd1e48717415a8894477cc871289b_154)] [added: [73](#i752348d5570c4d3ba13871f4510e3eaa_157)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9a7fd1e48717415a8894477cc871289b_157)] [added: Independence](#i752348d5570c4d3ba13871f4510e3eaa_160)] | | | [removed: [71](#i9a7fd1e48717415a8894477cc871289b_157)] [added: [73](#i752348d5570c4d3ba13871f4510e3eaa_160)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i9a7fd1e48717415a8894477cc871289b_160)] [added: Services](#i752348d5570c4d3ba13871f4510e3eaa_163)] | | | [removed: [71](#i9a7fd1e48717415a8894477cc871289b_160)] [added: [73](#i752348d5570c4d3ba13871f4510e3eaa_163)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i9a7fd1e48717415a8894477cc871289b_166)] [added: Schedules](#i752348d5570c4d3ba13871f4510e3eaa_169)] | | | [removed: [72](#i9a7fd1e48717415a8894477cc871289b_166)] [added: [74](#i752348d5570c4d3ba13871f4510e3eaa_169)] | | |

While our subsidiaries engage primarily in the homebuilding business, we also have financial services businesses, [removed: including] [added: which include] mortgage banking, [removed: conducted principally] [added: title, and insurance agency operations,] through Pulte Mortgage LLC ("Pulte [removed: Mortgage"), title,] [added: Mortgage")] and [removed: insurance brokerage operations.][added: other subsidiaries.]

Homebuilding generated 98% of our consolidated revenues of [removed: $16.2] [added: $16.1] billion in [removed: 2022, 97%] [added: 2023, 98%] of our consolidated revenues of [removed: $13.9] [added: $16.0] billion in [removed: 2021,] [added: 2022,] and 97% of our consolidated revenues of [removed: $11.0] [added: $13.7] billion in [removed: 2020.][added: 2021.]

Our code of ethics for [added: our] principal [removed: officers,] [added: executive officer, principal financial officer, principal accounting officer, and persons performing similar functions,] our code of ethical business conduct, our corporate governance guidelines, and the charters of the Audit, Compensation and Management Development, Nominating and Governance, and Finance and Investment Committees of our Board of Directors are also posted on our website and are available in print, free of charge, upon request.

Our Homebuilding operations are geographically diverse within the U.S. During [removed: 2022,] [added: 2023,] we operated out of an average of [removed: 810] [added: 906] active communities in [removed: 42] [added: 46] markets across [removed: 24] [added: 26] states.

During [removed: 2022,] [added: 2023,] we delivered closings totaling [removed: 29,111] [added: 28,603] homes, compared with [removed: 28,894] [added: 29,111] homes in [removed: 2021] [added: 2022] and [removed: 24,624] [added: 28,894] homes in [removed: 2020.][added: 2021.]

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

We predominantly sell single-family detached homes, which represented [removed: 86%] [added: 83%] of our home closings in [removed: 2022, 84%] [added: 2023, 86%] in [removed: 2021,] [added: 2022,] and [removed: 85%] [added: 84%] in [removed: 2020.][added: 2021.]

Sales prices of home closings during [removed: 2022] [added: 2023] ranged from approximately $150,000 to over $2,500,000, with [removed: 87%] [added: 86%] falling within the range of $250,000 to $750,000.

The average unit selling price in [removed: 2022] [added: 2023] was [removed: $542,000,] [added: $545,000,] compared with [removed: $463,000] [added: $534,000] in [removed: 2021,] [added: 2022,] and [removed: $430,000] [added: $456,000] in [removed: 2020.][added: 2021.]

At December 31, [removed: 2022,] [added: 2023,] we controlled [removed: 211,112] [added: 222,630] lots, of which [removed: 108,848] [added: 104,515] were owned and [removed: 102,264] [added: 118,115] were under land option agreements.

Our homes targeted to first-time homebuyers tend to be smaller with product offerings geared toward [added: higher density and] lower average selling prices [removed: and higher density.][added: relative to the local market.]

During [removed: 2022, 35%,] [added: 2023,] 39%, [added: 36%,] and [removed: 26%] [added: 25%] of our home closings were to first-time, move-up, and active adult customers, respectively, which reflects [removed: an] [added: a small] increase toward first-time buyers since [removed: 2021] [added: 2022] consistent with our continued investment in serving first-time buyers.

Following this disciplined process results in distinctive design features, both in exterior facades and [added: in] interior options and features.

We typically offer a variety of house floor plans and elevations in each community, including potential options and upgrades, such as different flooring, countertop, fixture, and appliance choices, and [added: we] design our base house and option packages to meet the needs of our customers as defined through rigorous market research.

[added: 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.

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

[removed: The majority] [added: Many] of our homes are sold on a built-to-order basis where we do not begin construction of the home until we have a signed contract with a customer.

Backlog, which represents orders for homes that have not yet closed, was [removed: $7.7] [added: $7.3] billion [removed: (12,169] [added: (12,146] units) at December 31, [removed: 2022] [added: 2023] and [removed: $9.9] [added: $7.7] billion [removed: (18,003] [added: (12,169] units) at December 31, [removed: 2021.][added: 2022.]

Of the orders in backlog at December 31, [removed: 2022,] [added: 2023,] substantially all are scheduled to be closed during [removed: 2023,] [added: 2024,] though all orders are subject to potential cancellation by or final negotiations with the customer.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [Part I](#i752348d5570c4d3ba13871f4510e3eaa_10) | | | | | |

| 1 | | | [Business](#i752348d5570c4d3ba13871f4510e3eaa_13) | | | [3](#i752348d5570c4d3ba13871f4510e3eaa_13) | | |

| 1C | | | [Cybersecurity](#i752348d5570c4d3ba13871f4510e3eaa_1485) | | | [17](#i752348d5570c4d3ba13871f4510e3eaa_1485) | | |

| 2 | | | [Properties](#i752348d5570c4d3ba13871f4510e3eaa_34) | | | [18](#i752348d5570c4d3ba13871f4510e3eaa_34) | | |

| | | | [Part II](#i752348d5570c4d3ba13871f4510e3eaa_43) | | | | | |

| 6 | | | [\[Reserved\]](#i752348d5570c4d3ba13871f4510e3eaa_49) | | | [20](#i752348d5570c4d3ba13871f4510e3eaa_49) | | |

| 9B | | | [Other Information](#i752348d5570c4d3ba13871f4510e3eaa_142) | | | [72](#i752348d5570c4d3ba13871f4510e3eaa_142) | | |

| | | | [Part III](#i752348d5570c4d3ba13871f4510e3eaa_148) | | | | | |

| 11 | | | [Executive Compensation](#i752348d5570c4d3ba13871f4510e3eaa_154) | | | [73](#i752348d5570c4d3ba13871f4510e3eaa_154) | | |

| | | | [Part IV](#i752348d5570c4d3ba13871f4510e3eaa_166) | | | | | |

| 16 | | | [Form 10-K Summary](#i752348d5570c4d3ba13871f4510e3eaa_172) | | | [76](#i752348d5570c4d3ba13871f4510e3eaa_172) | | |

| | | | | | | | | |

| | | | [Signatures](#i752348d5570c4d3ba13871f4510e3eaa_175) | | | [77](#i752348d5570c4d3ba13871f4510e3eaa_175) | | |

Additionally, the ability to consistently source

Cash buyers represented 22% and 18% of home closings in 2023 and 2022, respectively.

| Matthew W. Koart | | | | | | 60 | | | | | | Executive Vice President and Chief Operating Officer | | | | | | 2023 | | |

| Kevin A. Henry | | | | | | 56 | | | | | | Executive Vice President and Chief People Officer | | | | | | 2023 | | |

Mr. Koart was appointed Executive Vice President and Chief Operating Officer in May 2023.

Prior to joining our Company, he served as Chief Executive Officer of Koart Residential, Inc., a California residential developer, from December 2011 to May 2023.

Mr. Henry was appointed Executive Vice President and Chief People Officer in June 2023.

Prior to joining our Company, he served as Chief People Officer at BlueLinx Corporation, a publicly-traded building product distributor, from March 2022 to June 2023 and, previously, the Chief People Officer at Extended Stay America, a national operator of extended stay hotels, from August 2014 to February 2022.

| | | | [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) | | |

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.

As a result, during 2022, in all of our markets, we experienced supply chain constraints, increases in the prices of some building materials, and shortages of skilled labor.

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

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

| John J. Chadwick | | | | | | 61 | | | | | | Executive Vice President | | | | | | 2019 | | |

| Michelle Hairston | | | | | | 46 | | | | | | Senior Vice President, Human Resources | | | | | | 2018 | | |

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

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.

Ms. Hairston was appointed Senior Vice President, Human Resources in April 2018 and previously held various Area and corporate human resources leadership positions since 2009.

*Risk Management and Strategy*

We have established processes and policies for assessing, identifying and managing material risks posed by cybersecurity threats.

Our processes and policies are based upon the National Institute of Standards and Technology (NIST) Cybersecurity Framework with our processes focused on: (i) developing organizational understanding to manage cybersecurity risks, (ii) applying safeguards to protect our systems, (iii) detecting the occurrence of a cybersecurity incident, (iv) responding to a cybersecurity incident and (v) recovering from a cybersecurity incident.

Where appropriate, these processes and policies are integrated into our overall risk management systems and processes.

For instance, all of our employees with network access are required to complete information security and privacy training on an annual basis.

We are continuously working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of protection.

We have engaged independent consultants and other third-parties to assist us in establishing and improving our policies.

We conduct tabletop exercises with outside consultants at least annually to test our processes and policies and use feedback from those exercises to improve our processes.

Our senior management and members of the Audit Committee of our Board of Directors participate in those exercises.

Our processes and policies include the identification of those third-party relationships which have the greatest potential to expose us to cybersecurity threats and, upon identification, we conduct additional due diligence as a part of establishing those relationships.

We also maintain insurance coverage for cybersecurity insurance as part of our overall insurance portfolio.

For additional information concerning cybersecurity risks we face, see [Item 1A Risk Factors](#i752348d5570c4d3ba13871f4510e3eaa_28) – Information technology failures or data security breaches could harm our business and result in substantial costs.

*Governance*

Cybersecurity and risks related to our information technology and other computer resources are an important focus of our Board of Directors’ risk oversight.

Our Audit Committee receives materials on a frequent basis to address the identification and status of information technology cybersecurity risks, and management, including our Chief Information Officers (CIO) and Chief Information Security Officers (CISO), provides quarterly updates to our Audit Committee and an annual update to our Board of Directors with respect to cybersecurity matters.

Aspects of the information systems of our Homebuilding operations and our Financial Services operations are separate and distinct, and therefore each operation has a separate CIO and CISO.

The CIOs are responsible for managing their respective CISO and ensuring their information security team is assessing and managing cybersecurity risks in accordance with our processes and procedures.

Each of our CIOs has over 20 years’ experience managing enterprise information technology systems.

The CISO of our Homebuilding operations is a certified information security manager as certified by the Information Systems Audit and Control Association (ISACA).

Pursuant to our Cybersecurity Incident Response Plan (CIRP), when a cybersecurity event has been identified through our detection processes, it is assessed in order to determine whether the event is a cybersecurity incident.

Our CIRP designates the primary manager of a cybersecurity incident, describes the parties who should be informed about the incident and outlines the processes for containment, eradication, recovery and resolution of the incident.

Depending on the severity and impact of a cybersecurity threat, members of our senior management team and Board of Directors are notified of an incident and kept

informed of the mitigation and remediation of the incident.

We are not aware of any material cybersecurity incidents in the last three years.

At January [removed: 18, 2023,] [added: 24, 2024,] there were [removed: 2,001] [added: 1,994] shareholders of record.

In [removed: December 2022,] [added: November 2023,] our Board of Directors approved a quarterly cash dividend of [removed: $0.16] [added: $0.20] per common share, payable on January 3, [removed: 2023,] [added: 2024,] to shareholders of record on December [removed: 14, 2022.][added: 19, 2023.]

(1)During [removed: 2022,] [added: 2023,] participants surrendered 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 increase of $1.0 billion on [removed: January 31, 2022.][added: April 24, 2023.]

There is no expiration date for this program, under which $382.9 million remained available as of December 31, [removed: 2022.][added: 2023.]

During [removed: 2022,] [added: 2023,] we repurchased [removed: 24.2] [added: 13.8] million shares for a total of [removed: $1.1] [added: $1.0] billion under this program.

The information required by this item with respect to equity compensation plans is set forth under [Item [removed: 12](#i9a7fd1e48717415a8894477cc871289b_154)] [added: 12](#i752348d5570c4d3ba13871f4510e3eaa_157)] 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: 2018,] 2019, 2020, 2021, [removed: and] 2022, [added: and 2023,] (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: 2022][added: 2023]

[removed: ][added: ]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Dow Jones U.S. Select Home Construction Index | | | | | | 100.00 | | | | | | [removed: 69.27] [added: 149.60] | | | | | | [removed: 103.63] [added: 189.98] | | | | | | [removed: 131.60] [added: 284.54] | | | | | | [removed: 197.10] [added: 210.79] | | | | | | [removed: 146.02] [added: 357.43] | | |

* Assumes $100 invested on December 31, [removed: 2017,] [added: 2018,] and the reinvestment of dividends.

| October 1, 2023 to October 31, 2023 | | | 1,359,265 | | | | | | $ | 72.29 | | | | | 1,359,265 | | | | | | $ | 584,641 | | (2) | | |

| November 1, 2023 to November 30, 2023 | | | 1,239,446 | | | | | | 83.37 | | | | | | 1,239,446 | | | | | | $ | 481,308 | | (2) | | |

| December 1, 2023 to December 31, 2023 | | | 1,014,602 | | | | | | 97.00 | | | | | | 1,014,602 | | | | | | $ | 382,897 | | (2) | | |

| Total | | | 3,613,313 | | | | | | $ | 83.03 | | | | | 3,613,313 | | | | | | | | | | | |

On January 29, 2024, the Board of Directors increased our share repurchase authorization by $1.5 billion.

| PULTEGROUP, INC. | | | | | | $ | 100.00 | | | | | $ | 151.33 | | | | | $ | 170.47 | | | | | $ | 228.50 | | | | | $ | 184.59 | | | | | $ | 422.31 | |

| S&P 500 Index - Total Return | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| 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 | | |

December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and equivalents | | | $ | [removed: 1,053,104] [added: 1,806,583] | | | | | $ | [removed: 1,779,088] [added: 1,053,104] | |

| Restricted cash | | | [removed: 41,449] [added: 42,594] | | | | | | [removed: 54,477] [added: 41,449] | | |

| Total cash, cash equivalents, and restricted cash | | | [removed: 1,094,553] [added: 1,849,177] | | | | | | [removed: 1,833,565] [added: 1,094,553] | | |

| House and land inventory | | | [removed: 11,326,017] [added: 11,795,370] | | | | | | [removed: 9,047,569] [added: 11,326,017] | | |

| Land held for sale | | | [removed: 42,254] [added: 23,831] | | | | | | [removed: 29,276] [added: 42,254] | | |

| Residential mortgage loans available-for-sale | | | [removed: 677,207] [added: 516,064] | | | | | | [removed: 947,139] [added: 677,207] | | |

| Investments in unconsolidated entities | | | [removed: 146,759] [added: 166,913] | | | | | | [removed: 98,155] [added: 146,759] | | |

| Other assets | | | [removed: 1,291,572] [added: 1,545,667] | | | | | | [removed: 1,110,966] [added: 1,291,572] | | |

| Deferred tax assets | | | [removed: 82,348] [added: 64,760] | | | | | | [removed: 139,038] [added: 82,348] | | |

| Accounts payable, including book overdrafts of [removed: $87,578] [added: $117,212] and [removed: $87,462] [added: $87,578] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | $ | [removed: 565,975] [added: 619,012] | | | | | $ | [removed: 621,168] [added: 565,975] | |

| Customer deposits | | | [removed: 783,556] [added: 675,091] | | | | | | [removed: 844,785] [added: 783,556] | | |

| Deferred tax liabilities | | | [removed: 215,446] [added: 302,155] | | | | | | [removed: 165,519] [added: 215,446] | | |

| Accrued and other liabilities | | | [removed: 1,685,202] [added: 1,645,690] | | | | | | [removed: 1,576,478] [added: 1,685,202] | | |

| Financial Services debt | | | [removed: 586,711] [added: 499,627] | | | | | | [removed: 626,123] [added: 586,711] | | |

| Notes payable | | | [removed: 2,045,527] [added: 1,962,218] | | | | | | [removed: 2,029,043] [added: 2,045,527] | | |

| Total liabilities | | | [removed: 5,882,417] [added: 5,703,793] | | | | | | [removed: 5,863,116] [added: 5,882,417] | | |

| Common shares, $0.01 par value; 500,000,000 shares authorized, [removed: 225,840,443] [added: 212,557,522] and [removed: 249,325,873] [added: 225,840,443] shares issued and outstanding at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 2,258] [added: 2,126] | | | | | | [removed: 2,493] [added: 2,258] | | |

| Additional paid-in capital | | | [removed: 3,330,138] [added: 3,368,407] | | | | | | [removed: 3,290,791] [added: 3,330,138] | | |

| Retained earnings | | | [removed: 5,581,702] [added: 7,012,724] | | | | | | [removed: 4,196,276] [added: 5,581,702] | | |

| Total shareholders’ equity | | | [removed: 8,914,098] [added: 10,383,257] | | | | | | [removed: 7,489,515] [added: 8,914,098] | | |

For the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [removed: Revenues:] [added: Revenues (a):] | | | | | | | | | | | | | | | | | |

| Land sale and other revenues | | | [removed: 143,144] [added: 142,116] | | | | | | [removed: 160,538] [added: 143,144] | | | | | | [removed: 94,017] [added: 160,538] | | |

| Financial Services | | | [removed: 311,716] [added: 320,755] | | | | | | [removed: 389,532] [added: 311,716] | | | | | | [removed: 362,169] [added: 389,532] | | |

| Land sale and other cost of revenues | | | [removed: (119,906)] [added: (124,607)] | | | | | | [removed: (134,013)] [added: (119,906)] | | | | | | [removed: (77,626)] [added: (134,013)] | | |

| Financial Services expenses | | | [removed: (180,696)] [added: (187,280)] | | | | | | [removed: (168,486)] [added: (180,696)] | | | | | | [removed: (175,481)] [added: (168,486)] | | |

| Selling, general, and administrative expenses | | | [removed: (1,381,222)] [added: (1,312,642)] | | | | | | [removed: (1,208,698)] [added: (1,381,222)] | | | | | | [removed: (1,011,442)] [added: (1,208,698)] | | |

| [removed: Loss] [added: Gain (loss)] on debt retirement | | | [removed: —] [added: 663] | | | | | | [removed: (61,469)] [added: —] | | | | | | [removed: —] [added: (61,469)] | | |

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

| Income before income taxes | | | [removed: 3,439,558] [added: 3,449,267] | | | | | | [removed: 2,509,845] [added: 3,439,558] | | | | | | [removed: 1,728,694] [added: 2,509,845] | | |

| Income tax expense | | | [removed: (822,241)] [added: (846,895)] | | | | | | [removed: (563,525)] [added: (822,241)] | | | | | | [removed: (321,855)] [added: (563,525)] | | |

| Net income | | | $ | [removed: 2,617,317] [added: 2,602,372] | | | | | $ | [removed: 1,946,320] [added: 2,617,317] | | | | | $ | [removed: 1,406,839] [added: 1,946,320] | |

| Basic | | | $ | [removed: 11.07] [added: 11.79] | | | | | $ | [removed: 7.44] [added: 11.07] | | | | | $ | [removed: 5.19] [added: 7.44] | |

| Diluted | | | $ | [removed: 11.01] [added: 11.72] | | | | | $ | [removed: 7.43] [added: 11.01] | | | | | $ | [removed: 5.18] [added: 7.43] | |

| Cash dividends declared | | | $ | [removed: 0.61] [added: 0.68] | | | | | $ | [removed: 0.57] [added: 0.61] | | | | | $ | [removed: 0.50] [added: 0.57] | |

| Basic | | | [removed: 235,010] [added: 219,958] | | | | | | [removed: 259,285] [added: 235,010] | | | | | | [removed: 268,553] [added: 259,285] | | |

| Effect of dilutive securities | | | [removed: 1,156] [added: 1,205] | | | | | | [removed: 643] [added: 1,156] | | | | | | [removed: 861] [added: 643] | | |

| | | | 2023 | | | | | | 2022 | | |

| Goodwill | | | 68,930 | | | | | | 68,930 | | |

| Intangible assets | | | 56,338 | | | | | | 66,875 | | |

| | | | $ | 16,087,050 | | | | | $ | 14,796,515 | |

| | | | $ | 16,087,050 | | | | | $ | 14,796,515 | |

| Home sale revenues | | | $ | 15,598,707 | | | | | $ | 15,548,119 | | | | | $ | 13,186,925 | |

| | | | 15,740,823 | | | | | | 15,691,263 | | | | | | 13,347,463 | | |

| Total revenues | | | 16,061,578 | | | | | | 16,002,979 | | | | | | 13,736,995 | | |

| Home sale cost of revenues | | | (11,030,206) | | | | | | (10,867,879) | | | | | | (9,652,074) | | |

| | | | (11,154,813) | | | | | | (10,987,785) | | | | | | (9,786,087) | | |

| Equity income from unconsolidated entities, net | | | 4,561 | | | | | | 50,680 | | | | | | 17,200 | | |

For the years ended December 31, 2023, 2022, and 2021

For the years ended December 31, 2023, 2022, and 2021

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

| Share issuances | | | 511 | | | | | | 6 | | | | | | 4,835 | | | | | | — | | | | | | — | | | | | | 4,841 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (149,806) | | | | | | (149,806) | | |

| Share repurchases | | | (13,793) | | | | | | (138) | | | | | | — | | | | | | — | | | | | | (999,862) | | | | | | (1,000,000) | | |

| Excise tax on share repurchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,691) | | | | | | (9,691) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,602,372 | | | | | | 2,602,372 | | |

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

| Shareholders' equity, December 31, 2023 | | | 212,558 | | | | | | $ | 2,126 | | | | | $ | 3,368,407 | | | | | $ | — | | | | | $ | 7,012,724 | | | | | $ | 10,383,257 | |

For the years ended December 31, 2023, 2022, and 2021

| Net income | | | $ | 2,602,372 | | | | | $ | 2,617,317 | | | | | $ | 1,946,320 | |

*Reclassifications*

Effective with our first quarter 2023 reporting, we reclassified our closing cost incentives provided to customers, including seller-paid financing costs, from home sale cost of revenues to home sale revenues.

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

As a result, all sales incentives provided to customers are classified as a reduction of home sale revenues.

This reclassification had the effect of reducing both home sale revenues and home sale cost of revenues by the amount of such closing cost incentives, which totaled $226.0 million and $189.9 million for the years ended December 31, 2022 and 2021, respectively.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Total other income (expense), net | | | $ | 37,200 | | | | | $ | (64,398) | | | | | $ | (19,610) | |

| Net income | | | $ | 2,602,372 | | | | | $ | 2,617,317 | | | | | $ | 1,946,320 | |

See [Note 8](#i752348d5570c4d3ba13871f4510e3eaa_121).

Financial services revenues - Loan origination fees, commitment fees, and discount points are recognized upon loan origination.

Our performance obligations for policy renewal commissions are considered satisfied upon issuance of the initial policy.

Sales incentives primarily relate to discounts on the selling price of the home, payment of closing costs, or free products or services offered to the customer.

Sales incentives are recorded as a reduction of home sale revenues.

See [Note 2](#i752348d5570c4d3ba13871f4510e3eaa_100).

See [Note 2](#i752348d5570c4d3ba13871f4510e3eaa_100).

limited instances exceeding) 10 years.

See [Note 11](#i752348d5570c4d3ba13871f4510e3eaa_130).

PULTEGROUP, INC.

| Intangible assets | | | 135,805 | | | | | | 146,923 | | |

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

| Accumulated other comprehensive loss | | | — | | | | | | (45) | | |

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

| Home sale revenues | | | $ | 15,774,135 | | | | | $ | 13,376,812 | | | | | $ | 10,579,896 | |

| | | | 15,917,279 | | | | | | 13,537,350 | | | | | | 10,673,913 | | |

| Total revenues | | | 16,228,995 | | | | | | 13,926,882 | | | | | | 11,036,082 | | |

| Home sale cost of revenues | | | (11,093,895) | | | | | | (9,841,961) | | | | | | (8,004,823) | | |

| | | | (11,213,801) | | | | | | (9,975,974) | | | | | | (8,082,449) | | |

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

| Shareholders' equity, December 31, 2019 | | | 270,235 | | | | | | $ | 2,702 | | | | | $ | 3,235,149 | | | | | $ | (245) | | | | | $ | 2,220,574 | | | | | $ | 5,458,180 | |

| Cumulative effect of accounting change (see [Note 1](#i9a7fd1e48717415a8894477cc871289b_94)) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (735) | | | | | | (735) | | |

| Share issuances | | | 756 | | | | | | 8 | | | | | | 4,088 | | | | | | — | | | | | | — | | | | | | 4,096 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (135,138) | | | | | | (135,138) | | |

| Share repurchases | | | (4,542) | | | | | | (46) | | | | | | — | | | | | | — | | | | | | (170,630) | | | | | | (170,676) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,406,839 | | | | | | 1,406,839 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 100 | | | | | | — | | | | | | 100 | | |

| Goodwill impairment | | | — | | | | | | — | | | | | | 20,190 | | |

| Stock option exercises | | | — | | | | | | 11 | | | | | | 111 | | |

*Business acquisitions*

On January 24, 2020, we acquired the operations of Innovative Construction Group ("ICG"), an offsite construction framing company located in Jacksonville, Florida, for $104 million, of which $83.3 million was paid in January 2020 with additional payments of $10.4 million in each of 2021 and 2022.

The acquired net assets were recorded at their estimated fair values, including intangible assets of $27.8 million associated with customer relationships and $1.8 million associated with the ICG tradename, which are being amortized over seven\- and five\-year useful lives, respectively.

The acquisition also resulted in $48.7 million of tax deductible goodwill.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

our proportionate share of the earnings and losses of these entities.

In accordance with ASC 350, "Intangibles", management evaluates the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair value.

Fair value is determined using accepted valuation methods, including the use of discounted cash flows supplemented by market-based assessments of fair value.

As a result of the significant decline in equity market valuations that occurred during the period between our acquisition of ICG in January 2020 and March 31, 2020, we determined that an event-driven goodwill impairment test was appropriate for the ICG goodwill, which resulted in an impairment totaling $20.2 million in the first quarter of 2020.

This impairment was not the result of any unique factors specific to ICG's operations but, rather, reflected the broad-based declines in the market capitalizations of publicly-traded construction companies in the short period of time between the acquisition and the March 31, 2020 valuation date.

Our customer relationships intangible asset resulted from the ICG acquisition and is being amortized over seven years.

| Equity in earnings of unconsolidated entities ([Note 4](#i9a7fd1e48717415a8894477cc871289b_106)) | | | 50,680 | | | | | | 17,200 | | | | | | 1,880 | | |

| Total other expense, net | | | $ | (13,718) | | | | | $ | (2,410) | | | | | $ | (17,826) | |

estimates change.

See [Note 7](#i9a7fd1e48717415a8894477cc871289b_115).

When sales incentives involve a discount on the selling price of the home, we record the discount as a reduction of revenue at the time of house closing.

If the sales incentive requires us to provide a free product or service to the customer, the cost of the free product or service is recorded as cost of revenues at the time of house closing.

necessary incremental capital, and other factors.

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

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

Based on this assessment, management asserts that the Company has maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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: 2022.][added: 2023.]

We have audited PulteGroup, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 6, 2023] [added: 5, 2024] expressed an unqualified opinion thereon.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

February 5, 2024

February 6, 2023

As disclosed in the Company's Current Report on Form 8-K filed on May 5, 2023, the shareholders of the Company approved, on an advisory basis, the frequency of future advisory votes regarding the compensation of the Company's named executive officers, with 174,791,547 shares voted for "1 year", 1,946,838 shares voted for "2 years", 8,264,801 shares voted for "3 years", and 90,931 abstentions.

In light of the results of the vote as noted above, the Board of Directors of the Company recommended and, consistent with the shareholder vote, has decided that the advisory vote on executive compensation be held on an annual basis.

On January 31, 2024, the Compensation Committee (the “Compensation Committee”) of our Board of Directors (the “Board”) approved an amendment and restatement of the PulteGroup, Inc. Executive Severance Policy, effective January 31, 2024 (as amended and restated, the “Amended Severance Policy”), in order to, among other things, (i) remove a provision providing for prorated vesting of performance-based equity awards upon a Qualifying Termination of Employment (as defined in the Amended Severance Policy); and (ii) provide that a participant who experience a Qualifying Termination of Employment within two years following a Change in Control (as defined in the Amended Severance Policy) will receive an amount equal to 1/12 of his or her target bonus multiplied by the severance multiple applicable to such participant under the Amended Severance Policy.

The foregoing description of the Amended Severance Policy is not complete and is qualified in its entirety by reference to the Amended Severance Policy filed herewith as Exhibit 10(p) and incorporated herein by reference.

Also, on January 31, 2024, the Compensation Committee approved the PulteGroup, Inc. Amended Retirement Policy, effective for grants on or after January 31, 2024 (the “Amended Retirement Policy”), in order to provide that, (i) following a participant’s Qualifying Retirement (as defined in the Amended Retirement Policy), 100% of a participant’s outstanding RSU awards will continue to vest in accordance with the original vesting schedule as if such participant had remained employed with the Company through each vesting date, instead of 50% of a participant’s outstanding RSUs vesting immediately upon such Qualifying Retirement, and (ii) any performance-based equity awards will vest based on actual performance during the performance period with no pro-ration, except that any performance-based equity awards granted in the same calendar year of a participant’s Qualifying Retirement will be forfeited.

The foregoing description of the Amended Retirement Policy is not complete and is qualified in its entirety by reference to the Amended Retirement Policy filed herewith as Exhibit 10(r) and incorporated herein by reference.

Finally, on January 31, 2024, the Board approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into by and between the Company and each of its directors and officers to provide for rights to indemnification and advancement of expenses generally consistent with the Company’s Amended and Restated By-Laws, which provide for mandatory indemnification and advancement of expenses to the fullest extent permitted by the Michigan Business Corporation Act for directors and officers of the Company.

The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the Indemnification Agreement filed herewith as Exhibit 10(s) and incorporated herein by reference.

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 [removed: applicable][added: applicable.]

Information required by this Item with respect to members of our Board of Directors and with respect to our [removed: audit committee] [added: Audit Committee] will be contained in the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders [removed: (“2023] [added: (“2024] Proxy Statement”), which will be filed no later than 120 days after December 31, [removed: 2022,] [added: 2023,] 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.

[removed: Information required by this Item with respect to our code of ethics will be contained in] the [removed: 2023] [added: 2024] Proxy Statement under the caption “Corporate Governance - Governance Guidelines; Code of Ethical Business Conduct; Code of Ethics; Prohibition on Hedging” and is incorporated herein by this reference.

Our code of ethics for [added: our] principal [removed: officers,] [added: executive officer, principal financial officer, principal accounting officer and persons performing similar functions,] our code of ethical business conduct, our corporate governance guidelines, and the charters of the Audit, Compensation and Management Development, Nominating and Governance, and Finance and Investment committees of our Board of Directors are also posted on our website and are available in print, free of charge, upon request.

Information required by this Item with respect to our code of ethics will be contained in

Information required by this Item will be contained in the [removed: 2023] [added: 2024] Proxy Statement under the captions "Compensation Discussion and Analysis", "Compensation and Management Development Committee Report", [removed: "2022] [added: "2023] Executive Compensation" and [removed: "2022] [added: "2023] Director Compensation" and is incorporated herein by this reference, provided that the Compensation and Management Development Committee Report shall not be deemed to be “filed” with this Annual Report on Form 10-K.

Information required by this Item will be contained in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 202](#i9a7fd1e48717415a8894477cc871289b_73)[2](#i9a7fd1e48717415a8894477cc871289b_73) [and 202](#i9a7fd1e48717415a8894477cc871289b_73)[1](#i9a7fd1e48717415a8894477cc871289b_73)] [added: 2023 and 2022](#i752348d5570c4d3ba13871f4510e3eaa_76)] | | | [removed: [38](#i9a7fd1e48717415a8894477cc871289b_73)] [added: [40](#i752348d5570c4d3ba13871f4510e3eaa_76)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i9a7fd1e48717415a8894477cc871289b_79)[2](#i9a7fd1e48717415a8894477cc871289b_79)[, 202](#i9a7fd1e48717415a8894477cc871289b_79)[1](#i9a7fd1e48717415a8894477cc871289b_79)[,] [added: 2023, 2022,] and [removed: 20](#i9a7fd1e48717415a8894477cc871289b_79)[20](#i9a7fd1e48717415a8894477cc871289b_79)] [added: 2021](#i752348d5570c4d3ba13871f4510e3eaa_82)] | | | [removed: [39](#i9a7fd1e48717415a8894477cc871289b_79)] [added: [41](#i752348d5570c4d3ba13871f4510e3eaa_82)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i9a7fd1e48717415a8894477cc871289b_82)[2](#i9a7fd1e48717415a8894477cc871289b_82)[, 202](#i9a7fd1e48717415a8894477cc871289b_82)[1](#i9a7fd1e48717415a8894477cc871289b_82)[,] [added: 2023, 2022,] and [removed: 20](#i9a7fd1e48717415a8894477cc871289b_82)[20](#i9a7fd1e48717415a8894477cc871289b_82)] [added: 2021](#i752348d5570c4d3ba13871f4510e3eaa_85)] | | | [removed: [40](#i9a7fd1e48717415a8894477cc871289b_82)] [added: [42](#i752348d5570c4d3ba13871f4510e3eaa_85)] | | |

| [Consolidated Statements of Shareholders' Equity for the years ended December 31, [removed: 202](#i9a7fd1e48717415a8894477cc871289b_85)[2](#i9a7fd1e48717415a8894477cc871289b_85)[, 202](#i9a7fd1e48717415a8894477cc871289b_85)[1](#i9a7fd1e48717415a8894477cc871289b_85)[,] [added: 2023, 2022,] and [removed: 20](#i9a7fd1e48717415a8894477cc871289b_85)[20](#i9a7fd1e48717415a8894477cc871289b_85)] [added: 2021](#i752348d5570c4d3ba13871f4510e3eaa_88)] | | | [removed: [41](#i9a7fd1e48717415a8894477cc871289b_85)] [added: [43](#i752348d5570c4d3ba13871f4510e3eaa_88)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i9a7fd1e48717415a8894477cc871289b_88)[2](#i9a7fd1e48717415a8894477cc871289b_88)[, 202](#i9a7fd1e48717415a8894477cc871289b_88)[1](#i9a7fd1e48717415a8894477cc871289b_88)[,] [added: 2023, 2022,] and [removed: 2](#i9a7fd1e48717415a8894477cc871289b_88)[020](#i9a7fd1e48717415a8894477cc871289b_88)] [added: 2021](#i752348d5570c4d3ba13871f4510e3eaa_91)] | | | [removed: [42](#i9a7fd1e48717415a8894477cc871289b_88)] [added: [44](#i752348d5570c4d3ba13871f4510e3eaa_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9a7fd1e48717415a8894477cc871289b_91)] [added: Statements](#i752348d5570c4d3ba13871f4510e3eaa_94)] | | | [removed: [43](#i9a7fd1e48717415a8894477cc871289b_91)] [added: [45](#i752348d5570c4d3ba13871f4510e3eaa_94)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i9a7fd1e48717415a8894477cc871289b_130)] [added: Firm](#i752348d5570c4d3ba13871f4510e3eaa_133)] (PCAOB ID: 42) | | | [removed: [67](#i9a7fd1e48717415a8894477cc871289b_130)] [added: [68](#i752348d5570c4d3ba13871f4510e3eaa_133)] | | |

| | | | | | | (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: 6, 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000026/exhibit32amendedandrestate.htm)] [added: 5, 2023)](http://www.sec.gov/Archives/edgar/data/822416/000082241623000021/exhibit32amendedandrestate.htm)] | | |

| | | | | | | (g) | | | | | | [removed: [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] [added: [Fifth Amendment] to Amended and Restated Section 382 Rights Agreement, dated as of [removed: 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)[,] [added: March 10, 2022,] between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on [removed: Ma](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/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)] [added: March 11, 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000010/fifthamendmentsection382ri.htm)] | | |

| [added: (21)] | | | | | | [removed: (h)] | | | | | | [removed: [Description] [added: [Subsidiaries] of the [removed: Registrant's Securities] [added: Registrant] (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit4h-descriptionofreg.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit21-subsidiarylistin.htm)] | | |

| | | | | | | (b) | | | | | | [PulteGroup, Inc. [removed: Long-Term] [added: 2013 Stock] Incentive [removed: Program] [added: Plan] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] of our Current Report on Form 8-K, filed with the SEC on May [removed: 20, 2008)](http://www.sec.gov/Archives/edgar/data/822416/000095012408002422/k26875exv10w2.htm)*] [added: 13, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] | | |

| | | | | | | [removed: (c)] [added: (o)] | | | | | | [PulteGroup, Inc. [removed: 2013 Stock Incentive Plan (Incorporated] [added: Executive Severance Policy](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm) [(Effective Febru](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)[ary 6, 2023)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm) [(Incorporated] by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on [removed: May 13, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000020/ex1022013stockincentiveplan.htm)*] [added: February 12, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)*] | | |

| | | | | | | [removed: (d)] [added: (c)] | | | | | | [PulteGroup, Inc. 2022 Stock Incentive Plan [removed: (](http://www.sec.gov/Archives/edgar/data/822416/000119312522081608/d52721ddef14a.htm)[I](http://www.sec.gov/Archives/edgar/data/822416/000119312522081608/d52721ddef14a.htm)[ncorporated] [added: (Incorporated] 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)* | | |

| | | | | | | [removed: (e)] [added: (d)] | | | | | | [Amendment Number One to the PulteGroup, Inc. 2013 Stock Incentive Plan dated February 10, 2017 (Incorporated by reference to Exhibit 10 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241617000021/exhibit10a-amendmentstocki.htm)* | | |

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

| | | | | | | [removed: (g)] [added: (n)] | | | | | | [removed: [Form of Restricted Stock Unit Award Agreement (as Amended) under PulteGroup,] [added: [PulteGroup,] Inc. [removed: 2013 Stock Incentive] [added: Deferred Compensation] Plan [added: For Non-Employee Directors, as amended and restated effective as of December 31, 2021] (Incorporated by reference to Exhibit [removed: 10(k)] [added: 10(i)] of our Annual Report on Form 10-K for the year ended December 31, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000009/exhibit10l-amendedrsuagree.htm)*] [added: 2021)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000007/exhibit10i-deferredcompens.htm)*] | | |

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

| | | | | | | [removed: (j)] [added: (h)] | | | | | | [removed: [PulteGroup, Inc. Executive Severance Policy] [added: [Description of the Registrant's Securities] (Incorporated by reference to Exhibit [removed: 10.1] [added: 4(g)] of our [removed: Current Report] [added: current report] on Form [removed: 8-K,] [added: 10-K] filed with the SEC on February [removed: 12, 2013)](http://www.sec.gov/Archives/edgar/data/822416/000082241613000008/exhibit101executiveseveran.htm)*] [added: 6, 2023)](http://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit4h-descriptionofreg.htm)] | | |

| | | | | | | [removed: (l)] [added: (t)] | | | | | | [removed: [Third](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [Amended] [added: [Third Amended] and Restated Credit Agreement dated as [removed: of](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [June] [added: of June] 14, [removed: 2022](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm) [among] [added: 2022 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](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,] [added: 10.1 of our Current Report on Form 8-K,] filed with the SEC on June [removed: 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)] [added: 16, 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000033/thirdamendedandrestatedc.htm)] | | |

| | | | | | | [removed: (m)] [added: (u)] | | | | | | [removed: [Fourth](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm) [Amended] [added: [Fourth Amended] and Restated Master Repurchase Agreement, dated as of July [removed: 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)[,] [added: 28, 2022,] 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 [removed: 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)] [added: July 29, 2022)](http://www.sec.gov/Archives/edgar/data/822416/000082241622000041/fourthamendedandrestated.htm)] | | |

| [removed: (21)] [added: (22)] | | | | | | | | | | | | [removed: [Subsidiaries] [added: [List] of [removed: the Registrant] [added: Guarantor Subsidiaries] (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit21-subsidiarylistin.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit22-listofguarantors.htm)] | | |

| [removed: (22)] [added: (24)] | | | | | | | | | | | | [removed: [List] [added: [Power] of [removed: Guarantor Subsidiaries] [added: Attorney] (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit22-listofguarantors.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit24-powerofattorney1.htm)] | | |

| (23) | | | | | | | | | | | | [Consent of Independent Registered Public Accounting Firm (Filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241623000007/exhibit23-consent123122.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit23-consent123123.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/822416/000082241623000007/exhibit31aceocertification.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit31a-ceocertificatio.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/822416/000082241623000007/exhibit31bcfocertification.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit31b-cfocertificatio.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/822416/000082241623000007/exhibit32-certification123.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit32-certification123.htm)] | | |

| | | | | | | (f) | | | | | | [Form of 2021 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2013 Stock Incentive Plan (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10f-2021rsuagreement.htm)* | | |

| | | | | | | (g) | | | | | | [Form of 2022 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10g-2022rsuagreement.htm)* | | |

| | | | | | | (h) | | | | | | [Form of 2023 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10h-2023rsuagreement.htm)* | | |

| | | | | | | (i) | | | | | | [Form of 2024 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10i-2024rsuagreement.htm)* | | |

| | | | | | | (j) | | | | | | [Form of 2021 and 2022 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc. 2013 Stock Incentive Plan (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10j-2021and2022ltia.htm)* | | |

| | | | | | | (k) | | | | | | [Form of 2023 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit-2023ltiawardagreem.htm)* | | |

| | | | | | | (l) | | | | | | [Form of 2024 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc. 2022 Stock Incentive Plan (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10l-2024ltiawardagr.htm)* | | |

| | | | | | | (p) | | | | | | [PulteGroup, Inc. Amended Executive Severance Policy (Effective January 31, 2024) (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10p-amendedseveranc.htm)* | | |

| | | | | | | (q) | | | | | | [PulteGroup, Inc. Amended Retirement Policy (Effective May 12, 2021) (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit-amendedretirementp.htm)* | | |

| | | | | | | (r) | | | | | | [PulteGroup, Inc. Amended Retirement Policy (Effective January 31, 2024) (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10r-amendedretireme.htm)* | | |

| | | | | | | (s) | | | | | | [Form of Director and Officer Indemnification Agreement (Effective January 31, 2024) (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit10s-indemnification.htm)* | | |

| | | | | | | (v) | | | | | | [Master Repurchase Agreement dated as of August 16, 2023, among JPMorgan Chase, 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 August 17, 2023)](http://www.sec.gov/Archives/edgar/data/822416/000082241623000037/masterrepurchaseagreemen.htm) | | |

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| (97) | | | | | | | | | | | | [PulteGroup, Inc. Executive Compensation Recovery (Clawback) Policy (Filed herewith)](https://www.sec.gov/Archives/edgar/data/822416/000082241624000010/exhibit97-phmclawbackpolicy.htm)* | | |

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| | | | | | | (i) | | | | | | [PulteGroup, Inc. Deferred Compensation Plan For Non-Employee Directors, as amended and restated effective as of December 31, 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)* | | |

| | | | | | | (k) | | | | | | [PulteGroup, Inc. Amended Retirement Policy (Effective November 30, 2017) (Incorporated by reference to Exhibit 10(u) of our Annual Report on Form 10-K for the year ended December 31, 2017)](http://www.sec.gov/Archives/edgar/data/822416/000082241618000009/exhibit10u-amendedpulteret.htm)* | | |

| | | | | | | (n) | | | | | | [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)* | | |

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

| February [removed: 6, 2023] [added: 5, 2024] | | | By: | | | | | | /s/ Robert T. O'Shaughnessy | | |

| February 5, 2024 | | | | | | | | | | | | | | | | | | | | |

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