MICHIGAN
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38-2766606
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01
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New York Stock Exchange
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PulteGroup, Inc. 7.375% Senior Notes due 2046
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New York Stock Exchange
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Item
No.
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Page
No.
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1
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1A
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1B
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2
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3
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4
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4A
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5
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6
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7
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7A
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8
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9
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9A
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9B
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10
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11
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12
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13
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14
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15
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Northeast:
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Connecticut, Delaware, Maryland, Massachusetts, New Jersey, New York, Pennsylvania,
Rhode Island, Virginia |
Southeast:
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Georgia, North Carolina, South Carolina, Tennessee
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Florida:
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Florida
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Texas:
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Texas
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North:
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Illinois, Indiana, Michigan, Minnesota, Missouri, Northern California, Ohio, Oregon, Washington
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Southwest:
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Arizona, Colorado, Hawaii, Nevada, New Mexico, Southern California
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Years Ended December 31,
($000’s omitted)
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||||||||||||||||||
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2011
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2010
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2009
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2008
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2007
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||||||||||
Home sale revenues
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$
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3,950,743
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|
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$
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4,419,812
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$
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3,869,297
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$
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5,980,289
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|
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$
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8,881,509
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Home closings
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15,275
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|
|
17,095
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|
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15,013
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21,022
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27,540
|
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•
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Revenue enhancement by establishing clear business models for each of our brands based on systematic, consumer-driven input, optimizing our pricing through the expanded use of options and lot premiums, and lessening our reliance on "speculative" home sales (homes for which construction began prior to a customer order and which generally result in lower margins than pre-sold homes);
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•
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Reducing our house costs through common house plan management, value-engineering our house plans, working with suppliers to reduce costs, and following lean production principles;
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•
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Maintaining an efficient overhead structure; and
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•
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Improving our inventory turns.
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Centex
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Pulte Homes
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Del Webb
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Targeted customer segment
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Entry-level buyers
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Move-up buyers
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Active adults
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Portion of 2011 home closings
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36%
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36%
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28%
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•
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New product development to introduce new features and technologies based on customer validated data.
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•
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Common management of house plans in order to focus on building those house designs that customers value the most and that can be built at the highest quality and an efficient cost.
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•
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Value engineering our house plans to optimize house designs in terms of material content and ease of constructability while still providing a clear value to the consumer. Value engineering eliminates items that add cost but that have little to no value to the customer.
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•
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Working with our suppliers to establish the "should cost", a data driven, collaborative effort to reduce construction costs to what the associated construction activities or materials “should cost” in the market.
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Name
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Age
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Position
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Year Became
An Executive Officer
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Richard J. Dugas, Jr.
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46
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Chairman, President and Chief Executive Officer
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2002
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Robert T. O'Shaughnessy
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46
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Executive Vice President and Chief Financial Officer
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2011
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James R. Ellinghausen
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53
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Executive Vice President, Human Resources
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2005
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Deborah W. Meyer
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49
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Senior Vice President and Chief Marketing Officer
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2009
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Steven M. Cook
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53
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Senior Vice President, General Counsel and Secretary
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2006
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John B. Bertero, III
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51
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Area President, East
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2011
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Harmon D. Smith
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48
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Area President, Gulf Coast
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2011
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Patrick J. Beirne
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48
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Area President, Central
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2011
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John J. Chadwick
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50
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Area President, Southwest
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2012
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Michael J. Schweninger
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43
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Vice President and Controller
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2009
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ITEM 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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December 31, 2011
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December 31, 2010
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||||||||||||||||||||
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High
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Low
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Declared
Dividend |
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High
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Low
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Declared
Dividend |
||||||||||||
1st Quarter
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$
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8.69
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$
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6.54
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$
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—
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$
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11.74
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$
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10.22
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$
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—
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2nd Quarter
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8.44
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6.93
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—
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13.39
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8.28
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—
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||||||
3rd Quarter
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7.84
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3.61
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—
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9.07
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7.84
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—
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||||||
4th Quarter
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6.48
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3.54
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—
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8.73
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6.2
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—
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(a)
Total number
of shares
purchased (2)
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(b)
Average
price paid
per share (2)
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(c)
Total number of
shares purchased
as part of publicly
announced plans
or programs
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(d)
Approximate dollar
value of shares
that may yet be
purchased under
the plans or
programs
($000’s omitted)
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||||
October 1, 2011 to October 31, 2011
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—
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—
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—
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102,342(1)
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November 1, 2011 to November 30, 2011
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—
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—
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—
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102,342(1)
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December 1, 2011 to December 31, 2011
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134,219
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$
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6.07
|
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—
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102,342(1)
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Total
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134,219
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|
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$
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6.07
|
|
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—
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(1)
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Pursuant to the two
$100 million
stock repurchase programs authorized and announced by our Board of Directors in
October 2002
and
October 2005
and the
$200 million
stock repurchase authorized and announced in
February 2006
(for a total stock repurchase authorization of
$400 million
), the Company has repurchased a total of
9,688,900
shares for a total of
$297.7 million
. There are no expiration dates for the programs.
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(2)
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During the fourth quarter of
2011
, a total of
134,219
shares were surrendered by employees for payment of minimum tax obligations upon the vesting of restricted stock. Such shares were not repurchased as part of our publicly-announced stock repurchase programs.
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2006
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2007
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2008
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2009
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2010
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2011
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||||||
PULTEGROUP, INC.
|
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100.00
|
|
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32.13
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33.75
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30.88
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23.22
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19.48
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S&P 500 Index - Total Return
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100.00
|
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105.49
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66.46
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84.05
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96.71
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98.76
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Dow Jones U.S. Select Home Construction
Index
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100.00
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42.58
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25.46
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26.25
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|
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29.19
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26.70
|
|
|
Years Ended December 31,
($000’s omitted, except per share data) |
||||||||||||||||||
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2011
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2010
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2009
(b)
|
|
2008
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|
2007
|
||||||||||
OPERATING DATA:
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||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
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||||||||||
Revenues
|
$
|
4,033,596
|
|
|
$
|
4,447,627
|
|
|
$
|
3,966,589
|
|
|
$
|
6,112,038
|
|
|
$
|
9,121,730
|
|
Income (loss) before income taxes
|
$
|
(275,830
|
)
|
|
$
|
(1,240,155
|
)
|
|
$
|
(1,920,081
|
)
|
|
$
|
(1,710,644
|
)
|
|
$
|
(2,539,883
|
)
|
Financial Services:
|
|
|
|
|
|
|
|
|
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||||||||||
Revenues
|
$
|
103,094
|
|
|
$
|
121,663
|
|
|
$
|
117,800
|
|
|
$
|
151,016
|
|
|
$
|
134,769
|
|
Income (loss) before income taxes
|
$
|
(34,470
|
)
|
|
$
|
5,609
|
|
|
$
|
(55,038
|
)
|
|
$
|
28,045
|
|
|
$
|
42,980
|
|
Consolidated results:
|
|
|
|
|
|
|
|
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||||||||||
Revenues
|
$
|
4,136,690
|
|
|
$
|
4,569,290
|
|
|
$
|
4,084,389
|
|
|
$
|
6,263,054
|
|
|
$
|
9,256,499
|
|
Income (loss) from continuing operations before
income taxes
|
$
|
(310,300
|
)
|
|
$
|
(1,234,546
|
)
|
|
$
|
(1,975,119
|
)
|
|
$
|
(1,682,599
|
)
|
|
$
|
(2,496,903
|
)
|
Income tax expense (benefit)
|
(99,912
|
)
|
|
(137,817
|
)
|
|
(792,552
|
)
|
|
(209,486
|
)
|
|
(222,486
|
)
|
|||||
Income (loss) from continuing operations
|
(210,388
|
)
|
|
(1,096,729
|
)
|
|
(1,182,567
|
)
|
|
(1,473,113
|
)
|
|
(2,274,417
|
)
|
|||||
Income (loss) from discontinued operations
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,662
|
|
|||||
Net income (loss)
|
$
|
(210,388
|
)
|
|
$
|
(1,096,729
|
)
|
|
$
|
(1,182,567
|
)
|
|
$
|
(1,473,113
|
)
|
|
$
|
(2,255,755
|
)
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
|
$
|
(5.81
|
)
|
|
$
|
(9.02
|
)
|
Income (loss) from discontinued operations
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.07
|
|
|||||
Net income (loss)
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
|
$
|
(5.81
|
)
|
|
$
|
(8.94
|
)
|
Weighted-average common shares outstanding
(000’s omitted)
|
379,877
|
|
|
378,585
|
|
|
300,179
|
|
|
253,512
|
|
|
252,192
|
|
|||||
Earnings per share - assuming dilution:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
|
$
|
(5.81
|
)
|
|
$
|
(9.02
|
)
|
Income (loss) from discontinued operations
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.07
|
|
|||||
Net income (loss)
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
|
$
|
(5.81
|
)
|
|
$
|
(8.94
|
)
|
Weighted-average common shares outstanding and
effect of dilutive securities (000’s omitted)
|
379,877
|
|
|
378,585
|
|
|
300,179
|
|
|
253,512
|
|
|
252,192
|
|
|||||
Shareholders’ equity
|
$
|
5.07
|
|
|
$
|
5.59
|
|
|
$
|
8.39
|
|
|
$
|
10.98
|
|
|
$
|
16.80
|
|
Cash dividends declared
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
(a)
|
Income (loss) from discontinued operations is comprised of our former thrift operation and Argentina and Mexico homebuilding operations, which have been presented as discontinued operations for all periods presented.
|
(b)
|
Includes Centex’s operations since
August 18, 2009
.
|
|
December 31,
($000’s omitted)
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
(b)
|
|
2008
|
|
2007
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
House and land inventory
|
$
|
4,636,468
|
|
|
$
|
4,781,813
|
|
|
$
|
4,940,358
|
|
|
$
|
4,201,289
|
|
|
$
|
6,835,945
|
|
Total assets
|
6,885,620
|
|
|
7,699,376
|
|
|
10,051,222
|
|
|
7,708,458
|
|
|
10,225,703
|
|
|||||
Senior notes
|
3,088,344
|
|
|
3,391,668
|
|
|
4,281,532
|
|
|
3,166,305
|
|
|
3,478,230
|
|
|||||
Shareholders’ equity
|
1,938,615
|
|
|
2,135,167
|
|
|
3,194,440
|
|
|
2,835,698
|
|
|
4,320,193
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Years Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
(b)
|
|
2008
|
|
2007
|
||||||||||
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Markets, at year-end
|
61
|
|
|
67
|
|
|
69
|
|
|
49
|
|
|
51
|
|
|||||
Active communities, at year-end
|
700
|
|
|
786
|
|
|
882
|
|
|
572
|
|
|
737
|
|
|||||
Closings (units)
|
15,275
|
|
|
17,095
|
|
|
15,013
|
|
|
21,022
|
|
|
27,540
|
|
|||||
Net new orders (units)
|
15,215
|
|
|
15,148
|
|
|
14,185
|
|
|
15,306
|
|
|
25,175
|
|
|||||
Backlog (units), at year-end
|
3,924
|
|
|
3,984
|
|
|
5,931
|
|
|
2,174
|
|
|
7,890
|
|
|||||
Average selling price (per unit)
|
$
|
259,000
|
|
|
$
|
259,000
|
|
|
$
|
258,000
|
|
|
$
|
284,000
|
|
|
$
|
322,000
|
|
Gross margin from home sales
(a)
|
12.8
|
%
|
|
9.4
|
%
|
|
(10.5
|
)%
|
|
(10.1
|
)%
|
|
(5.0
|
)%
|
(a)
|
Homebuilding interest expense, which represents the amortization of capitalized interest, and land and community valuation adjustments are included in home sale cost of revenues.
|
(b)
|
Includes Centex’s operations since
August 18, 2009
.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
High levels of unemployment and associated low levels of consumer confidence;
|
•
|
Continued high levels of foreclosure activity;
|
•
|
Increased costs and standards related to FHA loans, which are a significant source of customer financing; and
|
•
|
Uncertainty regarding the potential impacts of reforms to the overall U.S. financial services and mortgage industries, including the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted into law on July 21, 2010; potential limitations on the mortgage interest income tax deduction; and potential future restructurings of Fannie Mae and Freddie Mac.
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
Homebuilding*
|
$
|
(275,830
|
)
|
|
$
|
(1,240,155
|
)
|
|
$
|
(1,920,081
|
)
|
Financial Services
|
(34,470
|
)
|
|
5,609
|
|
|
(55,038
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
(310,300
|
)
|
|
(1,234,546
|
)
|
|
(1,975,119
|
)
|
|||
Income tax expense (benefit)
|
(99,912
|
)
|
|
(137,817
|
)
|
|
(792,552
|
)
|
|||
Net income (loss)
|
$
|
(210,388
|
)
|
|
$
|
(1,096,729
|
)
|
|
$
|
(1,182,567
|
)
|
Per share data - assuming dilution:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
*
|
Amounts previously classified as "non-operating" have been reclassified to "Homebuilding" (see
to the Consolidated Financial Statements).
|
•
|
The losses experienced by Homebuilding in
2011
,
2010
, and
2009
resulted primarily from significant charges related to the following ($000's omitted):
|
|
2011
|
|
2010
|
|
2009
|
||||||
Land-related charges (see Note 6)
|
$
|
35,786
|
|
|
$
|
216,352
|
|
|
$
|
973,289
|
|
Goodwill impairments (see Note 3)
|
240,541
|
|
|
656,298
|
|
|
562,990
|
|
|||
Restructuring costs (see Note 4)
|
19,696
|
|
|
50,718
|
|
|
64,453
|
|
|||
Merger-related costs (see Note 2)
|
1,730
|
|
|
4,133
|
|
|
72,079
|
|
|||
Loss on debt retirements (see Note 8)
|
5,638
|
|
|
38,920
|
|
|
31,594
|
|
|||
Insurance-related adjustments (see Note 15)
|
—
|
|
|
280,390
|
|
|
—
|
|
|||
|
$
|
303,391
|
|
|
$
|
1,246,811
|
|
|
$
|
1,704,405
|
|
•
|
The Financial Services loss in
2011
compared to income in
2010
was due to lower volumes and increased loss reserves related to loans originated in previous years. Such loss reserves totaled
$59.3 million
in
2011
, compared with
$16.9 million
in
2010
(see
Note 15
to the Consolidated Financial Statements). Financial Services income in
2010
was improved from
2009
primarily due to reduced loan loss reserves, which totaled
$60.9 million
in
2009
. The Financial Services loss in
2009
also included certain integration costs directly related to the Centex merger totaling
$8.4 million
, which consisted primarily of severance benefits and lease exit and related asset impairment costs.
|
•
|
The income tax benefits in
2011
and
2010
were attributable primarily to the favorable resolution of certain federal and state income tax matters. The income tax benefit in
2009
reflected the impact of the Worker, Homeownership, and Business Assistance Act of 2009, which allowed us to carry back 2009 taxable losses to prior years and receive refunds of previously paid federal income taxes.
|
|
Years Ended December 31,
|
||||||||||||||||
|
2011
|
|
FY 2011 vs. FY 2010
|
|
2010
|
|
FY 2010 vs. FY 2009
|
|
2009
|
||||||||
Home sale revenues
|
$
|
3,950,743
|
|
|
(11
|
)%
|
|
$
|
4,419,812
|
|
|
14
|
%
|
|
$
|
3,869,297
|
|
Land sale revenues
|
82,853
|
|
|
198
|
%
|
|
27,815
|
|
|
(71
|
)%
|
|
97,292
|
|
|||
Total Homebuilding revenues
|
4,033,596
|
|
|
(9
|
)%
|
|
4,447,627
|
|
|
12
|
%
|
|
3,966,589
|
|
|||
Home sale cost of revenues
(a)
|
3,444,398
|
|
|
(14
|
)%
|
|
4,006,385
|
|
|
(6
|
)%
|
|
4,274,474
|
|
|||
Land sale cost of revenues
(b)
|
59,279
|
|
|
11
|
%
|
|
53,555
|
|
|
(75
|
)%
|
|
211,170
|
|
|||
Selling, general and administrative expenses ("SG&A")
(c)
|
519,583
|
|
|
(42
|
)%
|
|
895,102
|
|
|
33
|
%
|
|
672,434
|
|
|||
Equity in (earnings) loss of unconsolidated entities
(d)
|
(3,194
|
)
|
|
12
|
%
|
|
(2,843
|
)
|
|
(106
|
)%
|
|
49,668
|
|
|||
Other expense (income), net
(e)
|
293,102
|
|
|
(61
|
)%
|
|
742,385
|
|
|
8
|
%
|
|
685,829
|
|
|||
Interest income, net
|
(3,742
|
)
|
|
(45
|
)%
|
|
(6,802
|
)
|
|
(1
|
)%
|
|
(6,905
|
)
|
|||
Income (loss) before income taxes
|
$
|
(275,830
|
)
|
|
(78
|
)%
|
|
$
|
(1,240,155
|
)
|
|
(35
|
)%
|
|
$
|
(1,920,081
|
)
|
Supplemental data
:
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin from home sales
|
12.8
|
%
|
|
340 bps
|
|
|
9.4
|
%
|
|
1,990 bps
|
|
|
(10.5
|
)%
|
|||
SG&A as a percentage of home sale revenues
|
13.2
|
%
|
|
(710) bps
|
|
|
20.3
|
%
|
|
290 bps
|
|
|
17.4
|
%
|
|||
Closings (units)
|
15,275
|
|
|
(11
|
)%
|
|
17,095
|
|
|
14
|
%
|
|
15,013
|
|
|||
Average selling price
|
$
|
259
|
|
|
0
|
%
|
|
$
|
259
|
|
|
0
|
%
|
|
$
|
258
|
|
Net new orders
:
|
|
|
|
|
|
|
|
|
|
||||||||
Units
|
15,215
|
|
|
0
|
%
|
|
15,148
|
|
|
7
|
%
|
|
14,185
|
|
|||
Dollars
(f)
|
$
|
3,953,829
|
|
|
1
|
%
|
|
$
|
3,898,950
|
|
|
(19
|
)%
|
|
$
|
4,816,057
|
|
Cancellation rate
|
19
|
%
|
|
|
|
19
|
%
|
|
|
|
23
|
%
|
|||||
Active communities at December 31
|
700
|
|
|
(11
|
)%
|
|
786
|
|
|
(11
|
)%
|
|
882
|
|
|||
Backlog at December 31
:
|
|
|
|
|
|
|
|
|
|
||||||||
Units
|
3,924
|
|
|
(2
|
)%
|
|
3,984
|
|
|
(33
|
)%
|
|
5,931
|
|
|||
Dollars
|
$
|
1,059,649
|
|
|
0
|
%
|
|
$
|
1,056,563
|
|
|
(33
|
)%
|
|
$
|
1,577,424
|
|
(a)
|
Includes the amortization of capitalized interest. Home sale cost of revenues also includes land and community valuation adjustments of
$15.9 million
,
$169.7 million
, and
$751.2 million
for
2011
,
2010
, and
2009
, respectively.
|
(b)
|
Includes net realizable value adjustments for land held for sale of
$9.8 million
,
$39.1 million
, and
$113.7 million
for
2011
,
2010
, and
2009
, respectively.
|
(c)
|
SG&A for 2010 includes the adverse impact of insurance reserve adjustments totaling
$280.4 million
.
|
(d)
|
Includes impairments of our investments in unconsolidated joint ventures, which totaled
$1.9 million
and
$54.1 million
in
2010
and
2009
, respectively.
|
(e)
|
Includes goodwill impairment charges of
$240.5 million
,
$656.3 million
, and
$563.0 million
in
2011
,
2010
, and
2009
, respectively. Also includes the write-off of deposits and pre-acquisition costs for land option contracts we elected not to pursue of
$10.0 million
,
$5.6 million
, and
$54.3 million
in
2011
,
2010
, and
2009
, respectively, and net losses related to the redemption of debt totaling
$5.6 million
,
$38.9 million
, and
$31.6 million
in
2011
,
2010
, and
2009
, respectively.
|
(f)
|
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.
|
|
2011
|
|
2010
|
|
2009
|
||||||
Write-offs of deposits and pre-acquisition costs
(Note 5)
|
$
|
10,002
|
|
|
$
|
5,594
|
|
|
$
|
54,256
|
|
Loss on debt retirements
(Note 8)
|
5,638
|
|
|
38,920
|
|
|
31,594
|
|
|||
Lease exit and related costs
(Note 4)
|
9,900
|
|
|
28,378
|
|
|
24,803
|
|
|||
Amortization of intangible assets
(Note 1)
|
13,100
|
|
|
13,100
|
|
|
14,008
|
|
|||
Goodwill impairments
(Note 3)
|
240,541
|
|
|
656,298
|
|
|
562,990
|
|
|||
Miscellaneous expense (income), net
|
13,921
|
|
|
95
|
|
|
(1,822
|
)
|
|||
|
$
|
293,102
|
|
|
$
|
742,385
|
|
|
$
|
685,829
|
|
|
|
2011
|
|
2010
|
||
Sold
|
|
2,640
|
|
|
2,790
|
|
Unsold
|
|
|
|
|
||
Under construction
|
|
1,381
|
|
|
1,638
|
|
Completed
|
|
1,481
|
|
|
1,856
|
|
|
|
2,862
|
|
|
3,494
|
|
Models
|
|
1,278
|
|
|
1,452
|
|
Total
|
|
6,780
|
|
|
7,736
|
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||
|
|
Owned
|
|
Optioned
|
|
Controlled
|
|
Owned
|
|
Optioned
|
|
Controlled
|
||||||
Northeast
|
|
10,540
|
|
|
2,121
|
|
|
12,661
|
|
|
11,582
|
|
|
2,567
|
|
|
14,149
|
|
Southeast
|
|
15,016
|
|
|
3,215
|
|
|
18,231
|
|
|
15,691
|
|
|
3,981
|
|
|
19,672
|
|
Florida
|
|
26,444
|
|
|
2,136
|
|
|
28,580
|
|
|
30,855
|
|
|
1,922
|
|
|
32,777
|
|
Texas
|
|
14,759
|
|
|
4,231
|
|
|
18,990
|
|
|
16,748
|
|
|
4,258
|
|
|
21,006
|
|
North
|
|
15,084
|
|
|
1,676
|
|
|
16,760
|
|
|
16,804
|
|
|
1,954
|
|
|
18,758
|
|
Southwest
|
|
35,090
|
|
|
698
|
|
|
35,788
|
|
|
40,284
|
|
|
548
|
|
|
40,832
|
|
Total
|
|
116,933
|
|
|
14,077
|
|
|
131,010
|
|
|
131,964
|
|
|
15,230
|
|
|
147,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed (%)
|
|
28
|
%
|
|
38
|
%
|
|
29
|
%
|
|
30
|
%
|
|
39
|
%
|
|
31
|
%
|
Home sale gross margin
|
|
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Home sale revenues
|
$
|
3,950,743
|
|
|
$
|
4,419,812
|
|
|
$
|
3,869,297
|
|
Home sale cost of revenues
|
3,444,398
|
|
|
4,006,385
|
|
|
4,274,474
|
|
|||
Home sale gross margin
|
506,345
|
|
|
413,427
|
|
|
(405,177
|
)
|
|||
Add:
|
|
|
|
|
|
||||||
Land and community valuation adjustments
(a)
|
$
|
10,498
|
|
|
$
|
141,592
|
|
|
$
|
683,014
|
|
Capitalized interest amortization
(a)
|
189,382
|
|
|
180,918
|
|
|
165,355
|
|
|||
Merger-related costs
(b)
|
1,730
|
|
|
4,133
|
|
|
31,147
|
|
|||
Adjusted home sale gross margin
|
$
|
707,955
|
|
|
$
|
740,070
|
|
|
$
|
474,339
|
|
|
|
|
|
|
|
||||||
Home sale gross margin as a percentage of home sale revenues
|
12.8
|
%
|
|
9.4
|
%
|
|
(10.5
|
)%
|
|||
Adjusted home sale gross margin as a percentage of home sale revenues
|
17.9
|
%
|
|
16.7
|
%
|
|
12.3
|
%
|
(a)
|
Write-offs of capitalized interest related to land and community valuation adjustments are reflected in capitalized interest amortization.
|
(b)
|
Home sale gross margin was adversely impacted by the amortization of a fair value adjustment to homes under construction inventory acquired with the Centex merger. This fair value adjustment is being amortized as an increase to home sale cost of revenues over the related home closings.
|
SG&A
|
|
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Home sale revenues
|
$
|
3,950,743
|
|
|
$
|
4,419,812
|
|
|
$
|
3,869,297
|
|
|
|
|
|
|
|
||||||
SG&A
|
$
|
519,583
|
|
|
$
|
895,102
|
|
|
$
|
672,434
|
|
Less: Insurance reserve adjustments
(a)
|
—
|
|
|
280,390
|
|
|
—
|
|
|||
SG&A excluding insurance reserve adjustments
|
$
|
519,583
|
|
|
$
|
614,712
|
|
|
$
|
672,434
|
|
|
|
|
|
|
|
||||||
SG&A as a percentage of home sale revenues
|
13.2
|
%
|
|
20.3
|
%
|
|
17.4
|
%
|
|||
SG&A excluding insurance reserve adjustments as a percentage of home
sale revenues
|
13.2
|
%
|
|
13.9
|
%
|
|
17.4
|
%
|
(a)
|
Adjustments to recorded insurance reserves, primarily related to general liability exposures.
|
Northeast:
|
|
Connecticut, Delaware, Maryland, Massachusetts, New Jersey, New York, Pennsylvania,
Rhode Island, Virginia |
Southeast:
|
|
Georgia, North Carolina, South Carolina, Tennessee
|
Florida:
|
|
Florida
|
Texas:
|
|
Texas
|
North:
|
|
Illinois, Indiana, Michigan, Minnesota, Missouri, Northern California, Ohio, Oregon, Washington
|
Southwest:
|
|
Arizona, Colorado, Hawaii, Nevada, New Mexico, Southern California
|
|
Operating Data by Segment ($000's omitted)
|
||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||
|
2011
|
|
FY 2011 vs. FY 2010
|
|
2010
|
|
FY 2010 vs. FY 2009
|
|
2009
|
||||||||
Home sale revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
$
|
714,609
|
|
|
(5
|
)%
|
|
$
|
754,280
|
|
|
18
|
%
|
|
$
|
640,595
|
|
Southeast
|
675,124
|
|
|
(10
|
)%
|
|
752,509
|
|
|
34
|
%
|
|
561,187
|
|
|||
Florida
|
557,865
|
|
|
3
|
%
|
|
539,996
|
|
|
22
|
%
|
|
444,161
|
|
|||
Texas
|
615,319
|
|
|
(4
|
)%
|
|
638,424
|
|
|
34
|
%
|
|
476,799
|
|
|||
North
|
727,085
|
|
|
(16
|
)%
|
|
861,559
|
|
|
13
|
%
|
|
763,851
|
|
|||
Southwest
|
660,741
|
|
|
(24
|
)%
|
|
873,044
|
|
|
(11
|
)%
|
|
982,704
|
|
|||
|
$
|
3,950,743
|
|
|
(11
|
)%
|
|
$
|
4,419,812
|
|
|
14
|
%
|
|
$
|
3,869,297
|
|
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
$
|
29,320
|
|
|
(15
|
)%
|
|
$
|
34,619
|
|
|
117
|
%
|
|
$
|
(207,461
|
)
|
Southeast
|
45,060
|
|
|
92
|
%
|
|
23,454
|
|
|
144
|
%
|
|
(52,930
|
)
|
|||
Florida
|
44,946
|
|
|
186
|
%
|
|
(51,995
|
)
|
|
82
|
%
|
|
(283,242
|
)
|
|||
Texas
|
33,329
|
|
|
108
|
%
|
|
16,026
|
|
|
126
|
%
|
|
7,078
|
|
|||
North
|
(12,376
|
)
|
|
(2,267
|
)%
|
|
571
|
|
|
100
|
%
|
|
(120,998
|
)
|
|||
Southwest
|
36,647
|
|
|
157
|
%
|
|
(64,140
|
)
|
|
82
|
%
|
|
(356,643
|
)
|
|||
Other homebuilding
(a)
|
(452,756
|
)
|
|
62
|
%
|
|
(1,198,690
|
)
|
|
(32
|
)%
|
|
(905,885
|
)
|
|||
|
$
|
(275,830
|
)
|
|
78
|
%
|
|
$
|
(1,240,155
|
)
|
|
35
|
%
|
|
$
|
(1,920,081
|
)
|
Closings (units):
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
1,880
|
|
|
(10
|
)%
|
|
2,083
|
|
|
19
|
%
|
|
1,748
|
|
|||
Southeast
|
2,771
|
|
|
(10
|
)%
|
|
3,095
|
|
|
35
|
%
|
|
2,296
|
|
|||
Florida
|
2,251
|
|
|
1
|
%
|
|
2,224
|
|
|
13
|
%
|
|
1,962
|
|
|||
Texas
|
3,327
|
|
|
(7
|
)%
|
|
3,563
|
|
|
36
|
%
|
|
2,616
|
|
|||
North
|
2,579
|
|
|
(16
|
)%
|
|
3,055
|
|
|
12
|
%
|
|
2,733
|
|
|||
Southwest
|
2,467
|
|
|
(20
|
)%
|
|
3,075
|
|
|
(16
|
)%
|
|
3,658
|
|
|||
|
15,275
|
|
|
(11
|
)%
|
|
$
|
17,095
|
|
|
14
|
%
|
|
15,013
|
|
||
Average selling price:
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
$
|
380
|
|
|
5
|
%
|
|
$
|
362
|
|
|
(1
|
)%
|
|
$
|
366
|
|
Southeast
|
244
|
|
|
0
|
%
|
|
243
|
|
|
0
|
%
|
|
244
|
|
|||
Florida
|
248
|
|
|
2
|
%
|
|
243
|
|
|
8
|
%
|
|
226
|
|
|||
Texas
|
185
|
|
|
3
|
%
|
|
179
|
|
|
(2
|
)%
|
|
182
|
|
|||
North
|
282
|
|
|
0
|
%
|
|
282
|
|
|
1
|
%
|
|
279
|
|
|||
Southwest
|
268
|
|
|
(6
|
)%
|
|
284
|
|
|
6
|
%
|
|
269
|
|
|||
|
$
|
259
|
|
|
0
|
%
|
|
$
|
259
|
|
|
0
|
%
|
|
$
|
258
|
|
(a)
|
Other homebuilding includes the amortization of intangible assets, goodwill impairment, amortization of capitalized interest, net losses related to the redemption of debt, and other costs not allocated to the operating segments.
|
|
|
Operating Data by Segment ($000's omitted)
|
||||||||||||||||
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2011
|
|
FY 2011 vs. FY 2010
|
|
2010
|
|
FY 2010 vs. FY 2009
|
|
2009
|
||||||||
Net new orders - units:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
1,749
|
|
|
6
|
%
|
|
1,650
|
|
|
(5
|
)%
|
|
1,731
|
|
|||
Southeast
|
|
2,642
|
|
|
(4
|
)%
|
|
2,747
|
|
|
20
|
%
|
|
2,297
|
|
|||
Florida
|
|
2,314
|
|
|
13
|
%
|
|
2,046
|
|
|
11
|
%
|
|
1,850
|
|
|||
Texas
|
|
3,278
|
|
|
5
|
%
|
|
3,129
|
|
|
35
|
%
|
|
2,322
|
|
|||
North
|
|
2,635
|
|
|
(3
|
)%
|
|
2,716
|
|
|
14
|
%
|
|
2,392
|
|
|||
Southwest
|
|
2,597
|
|
|
(9
|
)%
|
|
2,860
|
|
|
(20
|
)%
|
|
3,593
|
|
|||
|
|
15,215
|
|
|
0
|
%
|
|
15,148
|
|
|
7
|
%
|
|
14,185
|
|
|||
Net new orders - dollars:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
$
|
674,134
|
|
|
9
|
%
|
|
$
|
617,899
|
|
|
(32
|
)%
|
|
$
|
904,103
|
|
Southeast
|
|
645,993
|
|
|
(3
|
)%
|
|
662,650
|
|
|
(10
|
)%
|
|
735,174
|
|
|||
Florida
|
|
581,778
|
|
|
18
|
%
|
|
494,587
|
|
|
(6
|
)%
|
|
523,798
|
|
|||
Texas
|
|
606,239
|
|
|
6
|
%
|
|
570,860
|
|
|
(13
|
)%
|
|
658,255
|
|
|||
North
|
|
748,089
|
|
|
(1
|
)%
|
|
757,639
|
|
|
(18
|
)%
|
|
924,600
|
|
|||
Southwest
|
|
697,596
|
|
|
(12
|
)%
|
|
795,315
|
|
|
(26
|
)%
|
|
1,070,127
|
|
|||
|
|
$
|
3,953,829
|
|
|
1
|
%
|
|
$
|
3,898,950
|
|
|
(19
|
)%
|
|
$
|
4,816,057
|
|
Cancellation rates:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
14
|
%
|
|
|
|
16
|
%
|
|
|
|
17
|
%
|
|||||
Southeast
|
|
16
|
%
|
|
|
|
16
|
%
|
|
|
|
21
|
%
|
|||||
Florida
|
|
13
|
%
|
|
|
|
11
|
%
|
|
|
|
21
|
%
|
|||||
Texas
|
|
28
|
%
|
|
|
|
29
|
%
|
|
|
|
28
|
%
|
|||||
North
|
|
17
|
%
|
|
|
|
17
|
%
|
|
|
|
22
|
%
|
|||||
Southwest
|
|
19
|
%
|
|
|
|
18
|
%
|
|
|
|
24
|
%
|
|||||
|
|
19
|
%
|
|
|
|
19
|
%
|
|
|
|
23
|
%
|
|||||
Unit backlog:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
425
|
|
|
(24
|
)%
|
|
556
|
|
|
(44
|
)%
|
|
989
|
|
|||
Southeast
|
|
602
|
|
|
(18
|
)%
|
|
731
|
|
|
(32
|
)%
|
|
1,079
|
|
|||
Florida
|
|
658
|
|
|
11
|
%
|
|
595
|
|
|
(23
|
)%
|
|
773
|
|
|||
Texas
|
|
825
|
|
|
(6
|
)%
|
|
874
|
|
|
(33
|
)%
|
|
1,308
|
|
|||
North
|
|
709
|
|
|
9
|
%
|
|
653
|
|
|
(34
|
)%
|
|
992
|
|
|||
Southwest
|
|
705
|
|
|
23
|
%
|
|
575
|
|
|
(27
|
)%
|
|
790
|
|
|||
|
|
3,924
|
|
|
(2
|
)%
|
|
3,984
|
|
|
(33
|
)%
|
|
5,931
|
|
|||
Backlog dollars:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
$
|
178,934
|
|
|
(18
|
)%
|
|
$
|
219,409
|
|
|
(38
|
)%
|
|
$
|
355,789
|
|
Southeast
|
|
154,533
|
|
|
(16
|
)%
|
|
183,664
|
|
|
(33
|
)%
|
|
273,523
|
|
|||
Florida
|
|
174,039
|
|
|
16
|
%
|
|
150,126
|
|
|
(23
|
)%
|
|
195,534
|
|
|||
Texas
|
|
153,927
|
|
|
(6
|
)%
|
|
163,007
|
|
|
(29
|
)%
|
|
230,571
|
|
|||
North
|
|
207,507
|
|
|
11
|
%
|
|
186,503
|
|
|
(36
|
)%
|
|
290,424
|
|
|||
Southwest
|
|
190,709
|
|
|
24
|
%
|
|
153,854
|
|
|
(34
|
)%
|
|
231,583
|
|
|||
|
|
$
|
1,059,649
|
|
|
0
|
%
|
|
$
|
1,056,563
|
|
|
(33
|
)%
|
|
$
|
1,577,424
|
|
|
|
Operating Data by Segment ($000's omitted)
|
||||||||||||||||
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2011
|
|
FY 2011 vs. FY 2010
|
|
2010
|
|
FY 2010 vs. FY 2009
|
|
2009
|
||||||||
Land-related charges*:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
$
|
4,958
|
|
|
17
|
%
|
|
$
|
4,235
|
|
|
(98
|
)%
|
|
$
|
201,864
|
|
Southeast
|
|
2,429
|
|
|
(83
|
)%
|
|
14,141
|
|
|
(74
|
)%
|
|
54,205
|
|
|||
Florida
|
|
3,999
|
|
|
(93
|
)%
|
|
56,833
|
|
|
(77
|
)%
|
|
250,250
|
|
|||
Texas
|
|
828
|
|
|
(88
|
)%
|
|
6,814
|
|
|
(38
|
)%
|
|
11,032
|
|
|||
North
|
|
14,867
|
|
|
(47
|
)%
|
|
28,076
|
|
|
(71
|
)%
|
|
97,330
|
|
|||
Southwest
|
|
3,263
|
|
|
(96
|
)%
|
|
78,123
|
|
|
(73
|
)%
|
|
287,988
|
|
|||
Other homebuilding
|
|
5,442
|
|
|
(81
|
)%
|
|
28,130
|
|
|
(60
|
)%
|
|
70,620
|
|
|||
|
|
$
|
35,786
|
|
|
(83
|
)%
|
|
$
|
216,352
|
|
|
(78
|
)%
|
|
$
|
973,289
|
|
*
|
Land-related charges include land and community valuation adjustments, net realizable value adjustments for land held for sale, write-offs of deposits and pre-acquisition costs for land option contracts we elected not to pursue, and impairments of our investments in unconsolidated entities. See Notes 5 and 6 to the Consolidated Financial Statements for additional discussion of these charges.
|
|
Years Ended December 31,
|
||||||||||||||||
|
2011
|
|
FY 2011 vs. FY 2010
|
|
2010
|
|
FY 2010 vs. FY 2009
|
|
2009
|
||||||||
Mortgage operations revenues
|
$
|
83,260
|
|
|
(12
|
)%
|
|
$
|
94,587
|
|
|
2
|
%
|
|
$
|
92,933
|
|
Title services revenues
|
19,834
|
|
|
(27
|
)%
|
|
27,076
|
|
|
9
|
%
|
|
24,867
|
|
|||
Total Financial Services revenues
|
103,094
|
|
|
(15
|
)%
|
|
121,663
|
|
|
3
|
%
|
|
117,800
|
|
|||
Expenses
|
137,666
|
|
|
19
|
%
|
|
116,122
|
|
|
(33
|
)%
|
|
172,854
|
|
|||
Equity in (earnings) loss of unconsolidated
entities
|
(102
|
)
|
|
50
|
%
|
|
(68
|
)
|
|
325
|
%
|
|
(16
|
)
|
|||
Income (loss) before income taxes
|
$
|
(34,470
|
)
|
|
(715
|
)%
|
|
$
|
5,609
|
|
|
110
|
%
|
|
$
|
(55,038
|
)
|
Total originations
:
|
|
|
|
|
|
|
|
|
|
||||||||
Loans
|
9,482
|
|
|
(12
|
)%
|
|
10,770
|
|
|
0
|
%
|
|
10,737
|
|
|||
Principal
|
$
|
1,986,225
|
|
|
(13
|
)%
|
|
$
|
2,273,394
|
|
|
0
|
%
|
|
$
|
2,276,390
|
|
Supplemental data
:
|
|
|
|
|
|
|
|
|
|
||||||||
Capture rate
|
78.5
|
%
|
|
|
|
77.5
|
%
|
|
|
|
85.3
|
%
|
|||||
Average FICO score
|
748
|
|
|
|
|
749
|
|
|
|
|
743
|
|
|||||
Loan application backlog
|
$
|
583,472
|
|
|
4
|
%
|
|
$
|
558,821
|
|
|
(36
|
)%
|
|
$
|
877,933
|
|
Agency production for funded
originations
|
99
|
%
|
|
|
|
99
|
%
|
|
|
|
99
|
%
|
|||||
FHA agency production
|
30
|
%
|
|
|
|
38
|
%
|
|
|
|
40
|
%
|
|
Payments Due by Period
($000’s omitted) |
||||||||||||||||||
|
Total
|
|
2012
|
|
2013-2014
|
|
2015-2016
|
|
After 2016
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(a)
|
$
|
5,364,482
|
|
|
$
|
289,872
|
|
|
$
|
1,105,454
|
|
|
$
|
1,211,421
|
|
|
$
|
2,757,735
|
|
Operating lease obligations
|
144,949
|
|
|
32,590
|
|
|
51,990
|
|
|
35,838
|
|
|
24,531
|
|
|||||
Other long-term liabilities
(b)
|
426
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
(c)
|
$
|
5,509,857
|
|
|
$
|
322,888
|
|
|
$
|
1,157,444
|
|
|
$
|
1,247,259
|
|
|
$
|
2,782,266
|
|
(a)
|
Represents principal and interest payments related to our senior notes.
|
(b)
|
Represents limited recourse collateralized financing arrangements and related interest payments.
|
(c)
|
We do not have any payments due in connection with capital lease or long-term purchase obligations.
|
|
Amount of Commitment Expiration by Period
($000’s omitted) |
||||||||||||||||||
|
Total
|
|
2012
|
|
2013-2014
|
|
2015-2016
|
|
After 2016
|
||||||||||
Other commercial commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guarantor credit facilities
(a)
|
$
|
283,199
|
|
|
$
|
83,199
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
The
$200.0 million
in 2014 represents the capacity of our unsecured letter of credit facility, of which
$152.7 million
was outstanding at
December 31, 2011
, while the
$83.2 million
in
2012
represents letters of credit outstanding under our cash-collateralized letter of credit agreements. The above table excludes an aggregate
$1.2 billion
of surety bonds, which typically do not have stated expiration dates.
|
|
As of December 31, 2011 for the
Years ending December 31, |
||||||||||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
|
Total
|
|
Fair
Value |
||||||||||||||||
Rate-sensitive liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed interest rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes
|
$
|
96,393
|
|
|
$
|
182,221
|
|
|
$
|
574,590
|
|
|
$
|
492,491
|
|
|
$
|
480,000
|
|
|
$
|
1,300,000
|
|
|
$
|
3,125,695
|
|
|
$
|
2,765,151
|
|
Average interest rate
|
5.45
|
%
|
|
5.51
|
%
|
|
5.50
|
%
|
|
5.23
|
%
|
|
6.50
|
%
|
|
6.89
|
%
|
|
6.19
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
As of December 31, 2010 for the
Years ending December 31, |
||||||||||||||||||||||||||||||
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
Thereafter
|
|
Total
|
|
Fair
Value |
||||||||||||||||
Rate-sensitive liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed interest rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes
|
$
|
13,902
|
|
|
$
|
103,699
|
|
|
$
|
227,911
|
|
|
$
|
654,590
|
|
|
$
|
669,491
|
|
|
$
|
1,780,000
|
|
|
$
|
3,449,593
|
|
|
$
|
3,227,404
|
|
Average interest rate
|
8.13
|
%
|
|
5.45
|
%
|
|
5.43
|
%
|
|
5.47
|
%
|
|
5.23
|
%
|
|
6.79
|
%
|
|
6.11
|
%
|
|
|
|
2011
|
|
2010
|
||||
ASSETS
|
|
|
|
||||
Cash and equivalents
|
$
|
1,083,071
|
|
|
$
|
1,483,390
|
|
Restricted cash
|
101,860
|
|
|
24,601
|
|
||
House and land inventory
|
4,636,468
|
|
|
4,781,813
|
|
||
Land held for sale
|
135,307
|
|
|
71,055
|
|
||
Land, not owned, under option agreements
|
24,905
|
|
|
50,781
|
|
||
Residential mortgage loans available-for-sale
|
258,075
|
|
|
176,164
|
|
||
Investments in unconsolidated entities
|
35,988
|
|
|
46,313
|
|
||
Income taxes receivable
|
27,154
|
|
|
81,307
|
|
||
Other assets
|
420,444
|
|
|
567,963
|
|
||
Intangible assets
|
162,348
|
|
|
175,448
|
|
||
Goodwill
|
—
|
|
|
240,541
|
|
||
|
$
|
6,885,620
|
|
|
$
|
7,699,376
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, including book overdrafts of $48,380 and $63,594 in 2011 and 2010,
respectively
|
$
|
196,447
|
|
|
$
|
226,466
|
|
Customer deposits
|
46,960
|
|
|
51,727
|
|
||
Accrued and other liabilities
|
1,411,941
|
|
|
1,599,940
|
|
||
Income tax liabilities
|
203,313
|
|
|
294,408
|
|
||
Senior notes
|
3,088,344
|
|
|
3,391,668
|
|
||
Total liabilities
|
4,947,005
|
|
|
5,564,209
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, $0.01 par value; 400,000,000 shares authorized, 382,607,543 and
382,027,940 shares issued and outstanding at December 31, 2011 and 2010,
respectively
|
3,826
|
|
|
3,820
|
|
||
Additional paid-in capital
|
2,986,240
|
|
|
2,972,919
|
|
||
Accumulated other comprehensive loss
|
(1,306
|
)
|
|
(1,519
|
)
|
||
Accumulated deficit
|
(1,050,145
|
)
|
|
(840,053
|
)
|
||
Total shareholders’ equity
|
1,938,615
|
|
|
2,135,167
|
|
||
|
$
|
6,885,620
|
|
|
$
|
7,699,376
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
|
|
|
|
|
||||||
Home sale revenues
|
$
|
3,950,743
|
|
|
$
|
4,419,812
|
|
|
$
|
3,869,297
|
|
Land sale revenues
|
82,853
|
|
|
27,815
|
|
|
97,292
|
|
|||
|
4,033,596
|
|
|
4,447,627
|
|
|
3,966,589
|
|
|||
Financial Services
|
103,094
|
|
|
121,663
|
|
|
117,800
|
|
|||
Total revenues
|
4,136,690
|
|
|
4,569,290
|
|
|
4,084,389
|
|
|||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
||||||
Home sale cost of revenues
|
3,444,398
|
|
|
4,006,385
|
|
|
4,274,474
|
|
|||
Land sale cost of revenues
|
59,279
|
|
|
53,555
|
|
|
211,170
|
|
|||
|
3,503,677
|
|
|
4,059,940
|
|
|
4,485,644
|
|
|||
Financial Services expenses
|
137,666
|
|
|
116,122
|
|
|
172,854
|
|
|||
Selling, general and administrative expenses
|
519,583
|
|
|
895,102
|
|
|
672,434
|
|
|||
Other expense (income), net
|
293,102
|
|
|
742,385
|
|
|
685,829
|
|
|||
Interest income
|
(5,055
|
)
|
|
(9,531
|
)
|
|
(9,167
|
)
|
|||
Interest expense
|
1,313
|
|
|
2,729
|
|
|
2,262
|
|
|||
Equity in (earnings) loss of unconsolidated entities
|
(3,296
|
)
|
|
(2,911
|
)
|
|
49,652
|
|
|||
Income (loss) before income taxes
|
(310,300
|
)
|
|
(1,234,546
|
)
|
|
(1,975,119
|
)
|
|||
Income tax expense (benefit)
|
(99,912
|
)
|
|
(137,817
|
)
|
|
(792,552
|
)
|
|||
Net income (loss)
|
$
|
(210,388
|
)
|
|
$
|
(1,096,729
|
)
|
|
$
|
(1,182,567
|
)
|
|
|
|
|
|
|
||||||
Per share data:
|
|
|
|
|
|
||||||
Net income (loss):
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
Diluted
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
Cash dividends declared
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Number of shares used in calculation:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
379,877
|
|
|
378,585
|
|
|
300,179
|
|
|||
Diluted:
|
|
|
|
|
|
||||||
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Adjusted weighted-average common shares
|
379,877
|
|
|
378,585
|
|
|
300,179
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Total
|
|||||||||||||
Shares
|
|
$
|
|
|||||||||||||||||||
Shareholders' Equity, January 1, 2009
|
258,169
|
|
|
$
|
2,582
|
|
|
$
|
1,394,790
|
|
|
$
|
(4,099
|
)
|
|
$
|
1,442,425
|
|
|
$
|
2,835,698
|
|
Stock option exercises
|
756
|
|
|
8
|
|
|
4,774
|
|
|
—
|
|
|
—
|
|
|
4,782
|
|
|||||
Excess tax benefits (deficiencies) from stock-based compensation
|
—
|
|
|
—
|
|
|
(8,098
|
)
|
|
—
|
|
|
—
|
|
|
(8,098
|
)
|
|||||
Stock issued for Centex merger
|
122,178
|
|
|
1,222
|
|
|
1,502,594
|
|
|
—
|
|
|
—
|
|
|
1,503,816
|
|
|||||
Stock awards, net of cancellations
|
239
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock repurchases
|
(652
|
)
|
|
(7
|
)
|
|
(4,664
|
)
|
|
—
|
|
|
(2,713
|
)
|
|
(7,384
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
46,343
|
|
|
—
|
|
|
—
|
|
|
46,343
|
|
|||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,182,567
|
)
|
|
(1,182,567
|
)
|
|||||
Change in value of derivatives, net of income tax benefit of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
714
|
|
|
—
|
|
|
714
|
|
|||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
|
1,136
|
|
|||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(1,180,717
|
)
|
||||||||||
Shareholders' Equity, December 31, 2009
|
380,690
|
|
|
$
|
3,807
|
|
|
$
|
2,935,737
|
|
|
$
|
(2,249
|
)
|
|
$
|
257,145
|
|
|
$
|
3,194,440
|
|
Stock option exercises
|
902
|
|
|
9
|
|
|
8,659
|
|
|
—
|
|
|
—
|
|
|
8,668
|
|
|||||
Stock awards, net of cancellations
|
884
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock repurchases
|
(448
|
)
|
|
(5
|
)
|
|
(3,549
|
)
|
|
—
|
|
|
(469
|
)
|
|
(4,023
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
32,081
|
|
|
—
|
|
|
—
|
|
|
32,081
|
|
|||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,096,729
|
)
|
|
(1,096,729
|
)
|
|||||
Change in value of derivatives, net of income tax benefit of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
724
|
|
|
—
|
|
|
724
|
|
|||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(1,095,999
|
)
|
||||||||||
Shareholders' Equity, December 31, 2010
|
382,028
|
|
|
$
|
3,820
|
|
|
$
|
2,972,919
|
|
|
$
|
(1,519
|
)
|
|
$
|
(840,053
|
)
|
|
$
|
2,135,167
|
|
Stock awards, net of cancellations
|
944
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock repurchases
|
(364
|
)
|
|
(4
|
)
|
|
(3,128
|
)
|
|
—
|
|
|
296
|
|
|
(2,836
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
16,459
|
|
|
—
|
|
|
—
|
|
|
16,459
|
|
|||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(210,388
|
)
|
|
(210,388
|
)
|
|||||
Change in value of derivatives, net of income tax benefit of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
213
|
|
|||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(210,175
|
)
|
||||||||||
Shareholders' Equity, December 31, 2011
|
382,608
|
|
|
$
|
3,826
|
|
|
$
|
2,986,240
|
|
|
$
|
(1,306
|
)
|
|
$
|
(1,050,145
|
)
|
|
$
|
1,938,615
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(210,388
|
)
|
|
$
|
(1,096,729
|
)
|
|
$
|
(1,182,567
|
)
|
Adjustments to reconcile net income (loss) to net cash flows provided by (used in)
operating activities:
|
|
|
|
|
|
||||||
Write-down of land and deposits and pre-acquisition costs
|
35,786
|
|
|
214,444
|
|
|
919,199
|
|
|||
Goodwill impairments
|
240,541
|
|
|
656,298
|
|
|
562,990
|
|
|||
Depreciation and amortization
|
32,098
|
|
|
45,660
|
|
|
54,246
|
|
|||
Stock-based compensation expense
|
16,459
|
|
|
32,081
|
|
|
46,343
|
|
|||
Loss on debt retirements
|
5,638
|
|
|
38,920
|
|
|
31,594
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
37,587
|
|
|||
Equity in (earnings) loss of unconsolidated entities
|
(3,296
|
)
|
|
(2,911
|
)
|
|
49,652
|
|
|||
Distributions of earnings from unconsolidated entities
|
7,083
|
|
|
5,512
|
|
|
911
|
|
|||
Other, net
|
6,718
|
|
|
5,862
|
|
|
2,510
|
|
|||
Increase (decrease) in cash due to:
|
|
|
|
|
|
||||||
Restricted cash
|
5,940
|
|
|
7,775
|
|
|
8,339
|
|
|||
Inventories
|
54,891
|
|
|
(28,754
|
)
|
|
494,026
|
|
|||
Residential mortgage loans available-for-sale
|
(82,113
|
)
|
|
(7,991
|
)
|
|
263,167
|
|
|||
Other assets
|
133,788
|
|
|
102,103
|
|
|
211,561
|
|
|||
Accounts payable, accrued and other liabilities
|
(188,981
|
)
|
|
(188,779
|
)
|
|
(300,073
|
)
|
|||
Income taxes receivable
|
54,153
|
|
|
873,879
|
|
|
(552,794
|
)
|
|||
Income tax liabilities
|
(91,095
|
)
|
|
(66,513
|
)
|
|
82,664
|
|
|||
Net cash provided by (used in) operating activities
|
17,222
|
|
|
590,857
|
|
|
729,355
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Distributions from unconsolidated entities
|
4,531
|
|
|
4,231
|
|
|
8,612
|
|
|||
Investments in unconsolidated entities
|
(4,603
|
)
|
|
(22,890
|
)
|
|
(35,144
|
)
|
|||
Cash acquired with Centex merger, net of cash used
|
—
|
|
|
—
|
|
|
1,748,742
|
|
|||
Net change in loans held for investment
|
325
|
|
|
12,603
|
|
|
8,802
|
|
|||
Change in restricted cash related to letters of credit
|
(83,199
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of fixed assets
|
10,555
|
|
|
1,780
|
|
|
2,051
|
|
|||
Capital expenditures
|
(21,238
|
)
|
|
(15,179
|
)
|
|
(39,252
|
)
|
|||
Net cash provided by (used in) investing activities
|
(93,629
|
)
|
|
(19,455
|
)
|
|
1,693,811
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net repayments under Financial Services credit arrangements
|
—
|
|
|
(18,394
|
)
|
|
(219,166
|
)
|
|||
Repayment of other borrowings
|
(321,076
|
)
|
|
(934,650
|
)
|
|
(2,005,205
|
)
|
|||
Issuance of common stock
|
—
|
|
|
8,668
|
|
|
4,782
|
|
|||
Stock repurchases
|
(2,836
|
)
|
|
(4,023
|
)
|
|
(7,384
|
)
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(3,058
|
)
|
|||
Net cash provided by (used in) financing activities
|
(323,912
|
)
|
|
(948,399
|
)
|
|
(2,230,031
|
)
|
|||
Net increase (decrease) in cash and equivalents
|
(400,319
|
)
|
|
(376,997
|
)
|
|
193,135
|
|
|||
Cash and equivalents at beginning of period
|
1,483,390
|
|
|
1,860,387
|
|
|
1,667,252
|
|
|||
Cash and equivalents at end of period
|
$
|
1,083,071
|
|
|
$
|
1,483,390
|
|
|
$
|
1,860,387
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid (capitalized), net
|
$
|
(9,623
|
)
|
|
$
|
18,367
|
|
|
$
|
42,362
|
|
Income taxes paid (refunded), net
|
$
|
(62,167
|
)
|
|
$
|
(941,283
|
)
|
|
$
|
(357,190
|
)
|
|
December 31, 2011
|
|
December 31, 2010
|
||||
Notes receivable, gross
|
$
|
78,834
|
|
|
$
|
77,853
|
|
Allowance for credit losses
|
(41,647
|
)
|
|
(20,877
|
)
|
||
Notes receivable, net
|
$
|
37,187
|
|
|
$
|
56,976
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Write-offs of deposits and pre-acquisition costs
(Note 5)
|
$
|
10,002
|
|
|
$
|
5,594
|
|
|
$
|
54,256
|
|
Loss on debt retirements
(Note 8)
|
5,638
|
|
|
38,920
|
|
|
31,594
|
|
|||
Lease exit and related costs
(Note 4)
(a)
|
9,900
|
|
|
28,378
|
|
|
24,803
|
|
|||
Amortization of intangible assets
(Note 1)
|
13,100
|
|
|
13,100
|
|
|
14,008
|
|
|||
Goodwill impairments
(Note 3)
|
240,541
|
|
|
656,298
|
|
|
562,990
|
|
|||
Miscellaneous expense (income), net
|
13,921
|
|
|
95
|
|
|
(1,822
|
)
|
|||
|
$
|
293,102
|
|
|
$
|
742,385
|
|
|
$
|
685,829
|
|
(a)
|
Excludes lease exit costs classified within Financial Services expenses of
$0.1 million
,
$2.9 million
, and
$0.7 million
in
2011
,
2010
, and
2009
, respectively. See
Note 4
.
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||
|
Deposits and
Pre-acquisition Costs |
|
Remaining Purchase
Price |
|
Land, Not
Owned, Under Option Agreements |
|
Deposits and
Pre-acquisition Costs |
|
Remaining Purchase
Price |
|
Land, Not
Owned, Under Option Agreements |
||||||||||||
Consolidated VIEs
|
$
|
2,781
|
|
|
$
|
5,957
|
|
|
$
|
3,837
|
|
|
$
|
41,813
|
|
|
$
|
44,565
|
|
|
$
|
42,401
|
|
Unconsolidated VIEs
|
21,180
|
|
|
240,958
|
|
|
—
|
|
|
10,280
|
|
|
193,978
|
|
|
—
|
|
||||||
Other land option
agreements
|
33,086
|
|
|
451,079
|
|
|
21,068
|
|
|
42,970
|
|
|
431,999
|
|
|
8,380
|
|
||||||
|
$
|
57,047
|
|
|
$
|
697,994
|
|
|
$
|
24,905
|
|
|
$
|
95,063
|
|
|
$
|
670,542
|
|
|
$
|
50,781
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Other Assets
|
|
Other Liabilities
|
|
Other Assets
|
|
Other Liabilities
|
||||||||
Interest rate lock commitments
|
$
|
3,552
|
|
|
$
|
1
|
|
|
$
|
2,756
|
|
|
$
|
64
|
|
Forward contracts
|
44
|
|
|
3,514
|
|
|
4,217
|
|
|
673
|
|
||||
Whole loan commitments
|
52
|
|
|
41
|
|
|
2,319
|
|
|
—
|
|
||||
|
$
|
3,648
|
|
|
$
|
3,556
|
|
|
$
|
9,292
|
|
|
$
|
737
|
|
Total consideration transferred
|
$
|
1,505,091
|
|
|
|
||
Assets acquired
|
|
||
Cash and equivalents
|
$
|
1,772,829
|
|
Inventory
|
2,053,329
|
|
|
Intangible assets
|
100,000
|
|
|
Goodwill
|
1,461,422
|
|
|
Other assets
|
577,229
|
|
|
Total assets acquired
|
5,964,809
|
|
|
|
|
||
Liabilities assumed
|
|
||
Senior notes
|
(3,085,316
|
)
|
|
Other liabilities
|
(1,374,402
|
)
|
|
Total liabilities assumed
|
(4,459,718
|
)
|
|
|
|
||
Total net assets acquired
|
$
|
1,505,091
|
|
|
2009
|
||
Revenue
|
$
|
5,785,880
|
|
Net loss
|
$
|
(1,633,836
|
)
|
Loss per common share -
|
|
||
Basic and diluted
|
$
|
(4.34
|
)
|
•
|
a significant decline in our overall market capitalization between the Centex merger date and the goodwill assessment date, which implied that the fair values of our reporting units had decreased;
|
•
|
the requirement under ASC 350 to allocate all goodwill to our reporting units even though a significant portion of the goodwill was attributable to the economic value of deferred tax assets and corporate and financing synergies that are not directly reflected in the fair values of the individual reporting units; and
|
•
|
the relationship of our market capitalization to our stockholders' equity.
|
|
Reporting Segment
|
|
|
||||||||||||||||||||||||||||
|
Northeast
|
|
Southeast
|
|
Florida
|
|
Texas
|
|
North
|
|
Southwest
|
|
Financial Services
|
|
Total Goodwill
|
||||||||||||||||
December 31, 2008
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
|
285,678
|
|
|
353,882
|
|
|
45,838
|
|
|
347,969
|
|
|
272,744
|
|
|
151,204
|
|
|
1,593
|
|
|
1,458,908
|
|
||||||||
Impairments
|
(285,678
|
)
|
|
(26,849
|
)
|
|
(40,373
|
)
|
|
—
|
|
|
(112,649
|
)
|
|
(97,441
|
)
|
|
—
|
|
|
(562,990
|
)
|
||||||||
December 31, 2009
|
—
|
|
|
327,033
|
|
|
5,465
|
|
|
347,969
|
|
|
160,095
|
|
|
53,763
|
|
|
1,593
|
|
|
895,918
|
|
||||||||
Additions
|
494
|
|
|
610
|
|
|
79
|
|
|
600
|
|
|
468
|
|
|
263
|
|
|
—
|
|
|
2,514
|
|
||||||||
Impairments
|
(494
|
)
|
|
(267,149
|
)
|
|
(5,544
|
)
|
|
(256,474
|
)
|
|
(95,207
|
)
|
|
(31,430
|
)
|
|
—
|
|
|
(656,298
|
)
|
||||||||
Disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,593
|
)
|
|
(1,593
|
)
|
||||||||
December 31, 2010
|
—
|
|
|
60,494
|
|
|
—
|
|
|
92,095
|
|
|
65,356
|
|
|
22,596
|
|
|
—
|
|
|
240,541
|
|
||||||||
Impairments
|
—
|
|
|
(60,494
|
)
|
|
—
|
|
|
(92,095
|
)
|
|
(65,356
|
)
|
|
(22,596
|
)
|
|
—
|
|
|
(240,541
|
)
|
||||||||
December 31, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total Restructuring Actions
|
||||||||||
|
2011
|
|
2010
|
|
2009*
|
||||||
Employee severance benefits
|
$
|
10,841
|
|
|
$
|
24,850
|
|
|
$
|
47,525
|
|
Lease exit costs
|
5,923
|
|
|
27,356
|
|
|
23,208
|
|
|||
Other
|
4,089
|
|
|
3,929
|
|
|
2,283
|
|
|||
|
$
|
20,853
|
|
|
$
|
56,135
|
|
|
$
|
73,016
|
|
|
2011
|
|
2010
|
||||
Homes under construction
|
$
|
1,210,717
|
|
|
$
|
1,331,618
|
|
Land under development
|
2,610,501
|
|
|
2,541,829
|
|
||
Land held for future development
|
815,250
|
|
|
908,366
|
|
||
|
$
|
4,636,468
|
|
|
$
|
4,781,813
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Interest in inventory, beginning of period
|
$
|
323,379
|
|
|
$
|
239,365
|
|
|
$
|
170,020
|
|
Interest capitalized
|
221,071
|
|
|
264,932
|
|
|
234,700
|
|
|||
Interest expensed
|
(189,382
|
)
|
|
(180,918
|
)
|
|
(165,355
|
)
|
|||
Interest in inventory, end of period
|
$
|
355,068
|
|
|
$
|
323,379
|
|
|
$
|
239,365
|
|
Interest incurred*
|
$
|
221,071
|
|
|
$
|
266,474
|
|
|
$
|
234,700
|
|
*
|
Homebuilding interest incurred includes interest on senior debt and other financing arrangements and excludes interest incurred by the Financial Services segment and certain other interest costs.
|
|
2011
|
|
2010
|
||||||||||||||||||
Quarter Ended
|
Number of
Communities
Impaired
|
|
Fair Value of
Communities
Impaired, Net
of Impairment
Charges
|
|
Impairment
Charges
|
|
Number of
Communities
Impaired
|
|
Fair Value of
Communities
Impaired, Net
of Impairment
Charges
|
|
Impairment
Charges
|
||||||||||
March 31
|
1
|
|
|
$
|
483
|
|
|
$
|
103
|
|
|
10
|
|
|
$
|
7,233
|
|
|
$
|
4,537
|
|
June 30
|
6
|
|
|
6,665
|
|
|
3,300
|
|
|
16
|
|
|
35,122
|
|
|
25,546
|
|
||||
September 30
|
3
|
|
|
6,416
|
|
|
1,494
|
|
|
28
|
|
|
33,407
|
|
|
57,453
|
|
||||
December 31
|
25
|
|
|
23,766
|
|
|
11,043
|
|
|
73
|
|
|
70,862
|
|
|
82,186
|
|
||||
|
|
|
|
|
$
|
15,940
|
|
|
|
|
|
|
$
|
169,722
|
|
|
2011
|
|
2010
|
||||
Land held for sale, gross
|
$
|
190,099
|
|
|
$
|
124,919
|
|
Net realizable value reserves
|
(54,792
|
)
|
|
(53,864
|
)
|
||
Land held for sale, net
|
$
|
135,307
|
|
|
$
|
71,055
|
|
Northeast:
|
|
Connecticut, Delaware, Maryland, Massachusetts, New Jersey, New York, Pennsylvania,
Rhode Island, Virginia |
Southeast:
|
|
Georgia, North Carolina, South Carolina, Tennessee
|
Florida:
|
|
Florida
|
Texas:
|
|
Texas
|
North:
|
|
Illinois, Indiana, Michigan, Minnesota, Missouri, Northern California, Ohio, Oregon, Washington
|
Southwest:
|
|
Arizona, Colorado, Hawaii, Nevada, New Mexico, Southern California
|
|
Operating Data by Segment ($000’s omitted)
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Northeast
|
$
|
717,839
|
|
|
$
|
760,403
|
|
|
$
|
653,209
|
|
Southeast
|
675,904
|
|
|
752,702
|
|
|
561,195
|
|
|||
Florida
|
571,102
|
|
|
547,647
|
|
|
463,240
|
|
|||
Texas
|
631,419
|
|
|
643,365
|
|
|
484,397
|
|
|||
North
|
740,372
|
|
|
863,512
|
|
|
787,429
|
|
|||
Southwest
|
696,960
|
|
|
879,998
|
|
|
1,017,119
|
|
|||
|
4,033,596
|
|
|
4,447,627
|
|
|
3,966,589
|
|
|||
Financial Services
|
103,094
|
|
|
121,663
|
|
|
117,800
|
|
|||
Consolidated revenues
|
$
|
4,136,690
|
|
|
$
|
4,569,290
|
|
|
$
|
4,084,389
|
|
|
|
|
|
|
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
Northeast
|
$
|
29,320
|
|
|
$
|
34,619
|
|
|
$
|
(207,461
|
)
|
Southeast
|
45,060
|
|
|
23,454
|
|
|
(52,930
|
)
|
|||
Florida
|
44,946
|
|
|
(51,995
|
)
|
|
(283,242
|
)
|
|||
Texas
|
33,329
|
|
|
16,026
|
|
|
7,078
|
|
|||
North
|
(12,376
|
)
|
|
571
|
|
|
(120,998
|
)
|
|||
Southwest
|
36,647
|
|
|
(64,140
|
)
|
|
(356,643
|
)
|
|||
Other homebuilding
(a)
|
(452,756
|
)
|
|
(1,198,690
|
)
|
|
(905,885
|
)
|
|||
|
(275,830
|
)
|
|
(1,240,155
|
)
|
|
(1,920,081
|
)
|
|||
Financial Services
(b)
|
(34,470
|
)
|
|
5,609
|
|
|
(55,038
|
)
|
|||
Consolidated income (loss) before income taxes
|
$
|
(310,300
|
)
|
|
$
|
(1,234,546
|
)
|
|
$
|
(1,975,119
|
)
|
(a)
|
Other homebuilding includes the amortization of intangible assets, goodwill impairment, amortization of capitalized interest, net losses related to the redemption of debt, and other costs not allocated to the operating segments.
|
(b)
|
Financial Services income (loss) before income taxes includes interest expense of
$1.6 million
and
$2.3 million
for
2010
and
2009
, respectively, and interest income of
$5.0 million
,
$5.8 million
, and
$7.7 million
for
2011
,
2010
, and
2009
, respectively.
|
|
Land-Related Charges by Segment
($000's omitted)
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Land and community valuation adjustments:
|
|
|
|
|
|
||||||
Northeast
|
$
|
534
|
|
|
$
|
4,907
|
|
|
$
|
150,407
|
|
Southeast
|
902
|
|
|
11,122
|
|
|
52,660
|
|
|||
Florida
|
—
|
|
|
56,445
|
|
|
179,114
|
|
|||
Texas
|
260
|
|
|
4,589
|
|
|
993
|
|
|||
North
|
8,802
|
|
|
27,732
|
|
|
78,110
|
|
|||
Southwest
|
—
|
|
|
36,797
|
|
|
221,730
|
|
|||
Other homebuilding
(a)
|
5,442
|
|
|
28,130
|
|
|
68,192
|
|
|||
|
$
|
15,940
|
|
|
$
|
169,722
|
|
|
$
|
751,206
|
|
Net realizable value adjustments (NRV) - land held for sale:
|
|
|
|
|
|
||||||
Northeast
|
$
|
720
|
|
|
$
|
—
|
|
|
$
|
19,310
|
|
Southeast
|
446
|
|
|
—
|
|
|
310
|
|
|||
Florida
|
3,692
|
|
|
366
|
|
|
22,875
|
|
|||
Texas
|
153
|
|
|
1,484
|
|
|
6,589
|
|
|||
North
|
3,552
|
|
|
197
|
|
|
17,715
|
|
|||
Southwest
|
1,281
|
|
|
37,081
|
|
|
46,938
|
|
|||
|
$
|
9,844
|
|
|
$
|
39,128
|
|
|
$
|
113,737
|
|
Write-off of deposits and pre-acquisition costs
(b)
:
|
|
|
|
|
|
||||||
Northeast
|
$
|
3,704
|
|
|
$
|
(672
|
)
|
|
$
|
1,026
|
|
Southeast
|
1,081
|
|
|
3,019
|
|
|
1,235
|
|
|||
Florida
|
307
|
|
|
22
|
|
|
48,261
|
|
|||
Texas
|
415
|
|
|
741
|
|
|
3,450
|
|
|||
North
|
2,513
|
|
|
147
|
|
|
269
|
|
|||
Southwest
|
1,982
|
|
|
2,337
|
|
|
15
|
|
|||
|
$
|
10,002
|
|
|
$
|
5,594
|
|
|
$
|
54,256
|
|
Impairments of investments in unconsolidated joint ventures:
|
|
|
|
|
|
||||||
Northeast
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,121
|
|
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|||
Florida
|
—
|
|
|
—
|
|
|
—
|
|
|||
Texas
|
—
|
|
|
—
|
|
|
—
|
|
|||
North
|
—
|
|
|
—
|
|
|
1,236
|
|
|||
Southwest
|
—
|
|
|
1,908
|
|
|
19,305
|
|
|||
Other homebuilding
(c)
|
—
|
|
|
—
|
|
|
2,428
|
|
|||
|
$
|
—
|
|
|
$
|
1,908
|
|
|
$
|
54,090
|
|
Total land-related charges
|
$
|
35,786
|
|
|
$
|
216,352
|
|
|
$
|
973,289
|
|
(a)
|
Primarily write-offs of capitalized interest related to land and community valuation adjustments.
|
(b)
|
Includes settlements related to costs previously in dispute and considered non-recoverable.
|
(c)
|
Includes impairments related to joint ventures located in Puerto Rico.
|
|
Operating Data by Segment ($000's omitted)
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Northeast
|
$
|
1,820
|
|
|
$
|
1,954
|
|
|
$
|
2,718
|
|
Southeast
|
1,414
|
|
|
2,904
|
|
|
4,750
|
|
|||
Florida
|
2,045
|
|
|
2,031
|
|
|
3,838
|
|
|||
Texas
|
2,002
|
|
|
2,027
|
|
|
2,165
|
|
|||
North
|
1,614
|
|
|
1,883
|
|
|
2,879
|
|
|||
Southwest
|
3,076
|
|
|
5,075
|
|
|
7,448
|
|
|||
Other homebuilding
(a)
|
17,329
|
|
|
25,817
|
|
|
25,682
|
|
|||
|
29,300
|
|
|
41,691
|
|
|
49,480
|
|
|||
Financial Services
|
2,798
|
|
|
3,969
|
|
|
4,766
|
|
|||
|
$
|
32,098
|
|
|
$
|
45,660
|
|
|
$
|
54,246
|
|
(a)
|
Other homebuilding includes amortization of intangible assets.
|
|
Operating Data by Segment ($000's omitted)
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Equity in (earnings) loss of unconsolidated entities
(a)
:
|
|
|
|
|
|
||||||
Northeast
|
$
|
15
|
|
|
$
|
(209
|
)
|
|
$
|
28,011
|
|
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|||
Florida
|
—
|
|
|
(1,326
|
)
|
|
68
|
|
|||
Texas
|
—
|
|
|
—
|
|
|
—
|
|
|||
North
|
(121
|
)
|
|
(1,580
|
)
|
|
1,528
|
|
|||
Southwest
|
(2,561
|
)
|
|
197
|
|
|
16,635
|
|
|||
Other homebuilding
|
(527
|
)
|
|
75
|
|
|
3,426
|
|
|||
|
(3,194
|
)
|
|
(2,843
|
)
|
|
49,668
|
|
|||
Financial Services
|
(102
|
)
|
|
(68
|
)
|
|
(16
|
)
|
|||
|
$
|
(3,296
|
)
|
|
$
|
(2,911
|
)
|
|
$
|
49,652
|
|
(a)
|
Includes impairments related to investments in unconsolidated joint ventures.
|
|
Operating Data by Segment
|
||||||||||||||||||
|
($000's omitted)
|
||||||||||||||||||
|
December 31, 2011
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Land Held
for Future Development |
|
Total
Inventory |
|
Total
Assets |
||||||||||
Northeast
|
$
|
237,722
|
|
|
$
|
457,010
|
|
|
$
|
119,549
|
|
|
$
|
814,281
|
|
|
$
|
957,844
|
|
Southeast
|
166,302
|
|
|
315,208
|
|
|
123,209
|
|
|
604,719
|
|
|
626,506
|
|
|||||
Florida
|
137,900
|
|
|
321,841
|
|
|
110,040
|
|
|
569,781
|
|
|
637,418
|
|
|||||
Texas
|
136,325
|
|
|
294,814
|
|
|
77,125
|
|
|
508,264
|
|
|
568,974
|
|
|||||
North
|
268,011
|
|
|
360,202
|
|
|
91,260
|
|
|
719,473
|
|
|
803,174
|
|
|||||
Southwest
|
216,067
|
|
|
577,656
|
|
|
216,554
|
|
|
1,010,277
|
|
|
1,099,058
|
|
|||||
Other homebuilding
(a)
|
48,390
|
|
|
283,770
|
|
|
77,513
|
|
|
409,673
|
|
|
1,904,847
|
|
|||||
|
1,210,717
|
|
|
2,610,501
|
|
|
815,250
|
|
|
4,636,468
|
|
|
6,597,821
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,799
|
|
|||||
|
$
|
1,210,717
|
|
|
$
|
2,610,501
|
|
|
$
|
815,250
|
|
|
$
|
4,636,468
|
|
|
$
|
6,885,620
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2010
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Land Held
for Future Development |
|
Total
Inventory |
|
Total
Assets |
||||||||||
Northeast
|
$
|
236,298
|
|
|
$
|
460,789
|
|
|
$
|
129,733
|
|
|
$
|
826,820
|
|
|
$
|
993,918
|
|
Southeast
|
219,339
|
|
|
301,989
|
|
|
132,920
|
|
|
654,248
|
|
|
688,524
|
|
|||||
Florida
|
161,461
|
|
|
256,238
|
|
|
153,814
|
|
|
571,513
|
|
|
701,910
|
|
|||||
Texas
|
152,274
|
|
|
299,146
|
|
|
86,137
|
|
|
537,557
|
|
|
592,827
|
|
|||||
North
|
271,501
|
|
|
333,958
|
|
|
112,629
|
|
|
718,088
|
|
|
780,367
|
|
|||||
Southwest
|
246,926
|
|
|
629,302
|
|
|
216,478
|
|
|
1,092,706
|
|
|
1,186,618
|
|
|||||
Other homebuilding
(a)
|
43,819
|
|
|
260,407
|
|
|
76,655
|
|
|
380,881
|
|
|
2,532,223
|
|
|||||
|
1,331,618
|
|
|
2,541,829
|
|
|
908,366
|
|
|
4,781,813
|
|
|
7,476,387
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222,989
|
|
|||||
|
$
|
1,331,618
|
|
|
$
|
2,541,829
|
|
|
$
|
908,366
|
|
|
$
|
4,781,813
|
|
|
$
|
7,699,376
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2009
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Land Held
for Future Development |
|
Total
Inventory |
|
Total
Assets |
||||||||||
Northeast
|
$
|
273,238
|
|
|
$
|
247,061
|
|
|
$
|
382,828
|
|
|
$
|
903,127
|
|
|
$
|
1,159,638
|
|
Southeast
|
213,216
|
|
|
347,278
|
|
|
68,408
|
|
|
628,902
|
|
|
779,269
|
|
|||||
Florida
|
167,206
|
|
|
345,616
|
|
|
139,574
|
|
|
652,396
|
|
|
802,371
|
|
|||||
Texas
|
151,393
|
|
|
322,290
|
|
|
89,677
|
|
|
563,360
|
|
|
608,167
|
|
|||||
North
|
305,601
|
|
|
318,748
|
|
|
73,453
|
|
|
697,802
|
|
|
768,619
|
|
|||||
Southwest
|
343,676
|
|
|
596,309
|
|
|
247,172
|
|
|
1,187,157
|
|
|
1,330,666
|
|
|||||
Other homebuilding
(a)
|
38,564
|
|
|
193,574
|
|
|
75,476
|
|
|
307,614
|
|
|
4,351,664
|
|
|||||
|
1,492,894
|
|
|
2,370,876
|
|
|
1,076,588
|
|
|
4,940,358
|
|
|
9,800,394
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,828
|
|
|||||
|
$
|
1,492,894
|
|
|
$
|
2,370,876
|
|
|
$
|
1,076,588
|
|
|
$
|
4,940,358
|
|
|
$
|
10,051,222
|
|
(a)
|
Other homebuilding primarily includes capitalized interest, cash and equivalents, goodwill, income taxes receivable, intangibles, and other corporate items that are not allocated to the operating segments.
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Investments in joint ventures with limited recourse guaranties
|
$
|
—
|
|
|
$
|
122
|
|
Investments in joint ventures with debt non-recourse to PulteGroup
|
11,453
|
|
|
11,486
|
|
||
Investments in other active joint ventures
|
24,535
|
|
|
34,705
|
|
||
Total investments in unconsolidated entities
|
$
|
35,988
|
|
|
$
|
46,313
|
|
|
|
|
|
||||
Total joint venture debt
|
$
|
11,107
|
|
|
$
|
15,467
|
|
|
|
|
|
||||
PulteGroup proportionate share of joint venture debt:
|
|
|
|
||||
Joint venture debt with limited recourse guaranties
|
$
|
1,202
|
|
|
$
|
1,444
|
|
Joint venture debt non-recourse to PulteGroup
|
2,009
|
|
|
3,696
|
|
||
PulteGroup's total proportionate share of joint venture debt
|
$
|
3,211
|
|
|
$
|
5,140
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
8.125% unsecured senior notes due February 2011
(a)
|
$
|
—
|
|
|
$
|
13,900
|
|
5.45% unsecured senior notes due August 2012
(b)
|
96,795
|
|
|
104,823
|
|
||
6.25% unsecured senior notes due February 2013
(b)
|
62,677
|
|
|
62,617
|
|
||
5.125% unsecured senior notes due October 2013
(b)
|
117,197
|
|
|
160,212
|
|
||
5.25% unsecured senior notes due January 2014
(b)
|
255,882
|
|
|
335,848
|
|
||
5.70% unsecured senior notes due May 2014
(b)
|
311,900
|
|
|
309,048
|
|
||
5.20% unsecured senior notes due February 2015
(b)
|
207,906
|
|
|
244,839
|
|
||
5.25% unsecured senior notes due June 2015
(b)
|
270,551
|
|
|
397,700
|
|
||
6.50% unsecured senior notes due May 2016
(b)
|
469,147
|
|
|
466,644
|
|
||
7.625% unsecured senior notes due October 2017
(a)
|
149,373
|
|
|
149,265
|
|
||
7.875% unsecured senior notes due June 2032
(b)
|
299,108
|
|
|
299,065
|
|
||
6.375% unsecured senior notes due May 2033
(b)
|
398,418
|
|
|
398,344
|
|
||
6.00% unsecured senior notes due February 2035
(b)
|
299,390
|
|
|
299,363
|
|
||
7.375% unsecured senior notes due June 2046
(b)
|
150,000
|
|
|
150,000
|
|
||
Total senior notes – carrying value
(c)
|
$
|
3,088,344
|
|
|
$
|
3,391,668
|
|
Estimated fair value
|
$
|
2,765,151
|
|
|
$
|
3,227,404
|
|
(a)
|
Not redeemable prior to maturity, guaranteed on a senior basis by certain wholly-owned subsidiaries
|
(b)
|
Redeemable prior to maturity, guaranteed on a senior basis by certain wholly-owned subsidiaries
|
(c)
|
The recorded carrying value reflects the impact of various discounts and premiums that are amortized to interest cost over the respective terms of the senior notes
|
Retirement Date
|
Series
|
Transaction Type
|
Principal
Retired
|
||
November / December 2011
|
5.25% unsecured senior notes due January 2014
|
Open market repurchases
|
$
|
80,000
|
|
|
5.20% unsecured senior notes due February 2015
|
|
37,000
|
|
|
|
5.25% unsecured senior notes due June 2015
|
|
140,000
|
|
|
|
|
|
257,000
|
|
|
June 2011
|
5.45% unsecured senior notes due August 2012
|
Open market repurchases
|
7,306
|
|
|
|
5.125% unsecured senior notes due October 2013
|
|
45,690
|
|
|
|
|
|
52,996
|
|
|
February 2011
|
8.125% unsecured senior notes due February 2011
|
Scheduled maturity
|
13,900
|
|
|
Total 2011
|
|
|
$
|
323,896
|
|
|
|
|
|
||
December 2010
|
7.875% unsecured notes due February 2011
|
Early redemption as
|
85,595
|
|
|
|
7.875% unsecured notes due July 2011
|
provided within indenture
|
132,186
|
|
|
|
7.50% unsecured notes due January 2012
|
agreements
|
110,262
|
|
|
|
|
|
328,043
|
|
|
November 2010
|
5.45% unsecured notes due August 2012
|
Open market repurchases
|
23,000
|
|
|
October 2010
|
4.55% unsecured notes due November 2010
|
Scheduled maturity
|
47,427
|
|
|
October 2010
|
6.25% unsecured notes due February 2013
|
Tender offer
|
162,471
|
|
|
|
5.125% unsecured notes due October 2013
|
|
104,749
|
|
|
|
5.25% unsecured notes due January 2014
|
|
128,077
|
|
|
|
5.70% unsecured notes due May 2014
|
|
31,329
|
|
|
|
5.20% unsecured notes due February 2015
|
|
47,838
|
|
|
|
5.25% unsecured notes due June 2015
|
|
25,536
|
|
|
|
|
|
500,000
|
|
|
Total 2010
|
$
|
898,470
|
|
||
|
|
|
|
||
September 2009
|
4.55% unsecured notes due November 2010
|
Tender offer
|
252,573
|
|
|
|
7.875% unsecured notes due February 2011
|
|
306,905
|
|
|
|
8.125% unsecured notes due February 2011
|
|
186,098
|
|
|
|
7.875% unsecured notes due July 2011
|
|
341,377
|
|
|
|
7.50% unsecured notes due January 2012
|
|
214,662
|
|
|
|
5.45% unsecured notes due August 2012
|
|
168,301
|
|
|
|
5.125% unsecured notes due October 2013
|
|
30,084
|
|
|
|
|
|
1,500,000
|
|
|
September 2009
|
5.80% unsecured notes due September 2009
|
Scheduled maturity
|
210,920
|
|
|
July 2009
|
4.875% unsecured notes due July 2009
|
Scheduled maturity
|
25,413
|
|
|
May / June 2009
|
7.875% unsecured notes due July 2011
|
Open market repurchases
|
25,000
|
|
|
|
6.25% unsecured notes due February 2013
|
|
74,785
|
|
|
|
5.25% unsecured notes due January 2014
|
|
36,004
|
|
|
|
5.20% unsecured notes due February 2015
|
|
57,135
|
|
|
|
|
|
192,924
|
|
|
Total 2009
|
$
|
1,929,257
|
|
||
Total for three-year period
|
$
|
3,151,623
|
|
||
|
|
|
|
•
|
released $
250.0 million
of cash required to be maintained in liquidity reserve accounts; and
|
•
|
resulted in expense of $
1.3 million
related to the write-off of unamortized issuance costs, which is included within selling, general, and administrative expenses during 2011.
|
|
2011
|
|
2010
|
|
2009
|
||||||
Available credit lines at year-end
|
$
|
2,500
|
|
|
$
|
2,500
|
|
|
$
|
175,000
|
|
Unused credit lines at year-end
|
$
|
2,500
|
|
|
$
|
2,500
|
|
|
$
|
157,000
|
|
Maximum amount outstanding at the end of any month
|
$
|
—
|
|
|
$
|
75,403
|
|
|
$
|
79,422
|
|
Average monthly indebtedness
|
$
|
—
|
|
|
$
|
17,241
|
|
|
$
|
44,522
|
|
|
|
|
|
|
|
||||||
Range of interest rates during the year:
|
N/A
|
|
|
4.25
|
%
|
|
0.53
|
%
|
|||
|
|
|
to
|
|
|
to
|
|
||||
|
|
|
4.50
|
%
|
|
4.75
|
%
|
||||
Weighted-average rate at year-end
|
4.50
|
%
|
|
4.50
|
%
|
|
4.29
|
%
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Mexico
|
$
|
—
|
|
|
$
|
51
|
|
Derivatives, net of income taxes of $2,086
in 2011 and 2010
|
(1,306
|
)
|
|
(1,570
|
)
|
||
|
$
|
(1,306
|
)
|
|
$
|
(1,519
|
)
|
Plan Name
|
Shares
Authorized |
|
Shares Available
for Grant
|
||
Employee Plans
|
|
|
|
||
PulteGroup, Inc. 2004 Stock Incentive Plan
|
22,000,000
|
|
|
7,935,519
|
|
PulteGroup, Inc. 2002 Stock Incentive Plan
|
12,000,000
|
|
|
64,655
|
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||
|
Shares
|
|
Weighted-
Average
Per Share
Exercise Price
|
|
Shares
|
|
Weighted-
Average
Per Share
Exercise Price
|
|
Shares
|
|
Weighted-
Average
Per Share
Exercise Price
|
||||||||||||
Outstanding, beginning of year
|
24,004
|
|
|
$
|
21
|
|
|
26,193
|
|
|
$
|
21
|
|
|
20,059
|
|
|
$
|
19
|
|
|||
Granted
(a)
|
441
|
|
|
$
|
8
|
|
|
1,128
|
|
|
$
|
11
|
|
|
8,235
|
|
|
$
|
27
|
|
|||
Exercised
|
—
|
|
|
$
|
—
|
|
|
(902
|
)
|
|
$
|
10
|
|
|
(756
|
)
|
|
$
|
6
|
|
|||
Forfeited
|
(2,804
|
)
|
|
$
|
15
|
|
|
(2,415
|
)
|
|
$
|
21
|
|
|
(1,345
|
)
|
|
$
|
45
|
|
|||
Outstanding, end of year
|
21,641
|
|
|
$
|
21
|
|
|
24,004
|
|
|
$
|
21
|
|
|
26,193
|
|
|
$
|
21
|
|
|||
Options exercisable at year end
|
18,845
|
|
|
$
|
23
|
|
|
19,400
|
|
|
$
|
23
|
|
|
20,336
|
|
|
$
|
23
|
|
|||
Weighted-average per share fair value of
options granted during the year
|
$
|
4.46
|
|
|
|
|
$
|
6.43
|
|
|
|
|
$
|
2.19
|
|
|
|
(a)
|
2009 includes
5.3 million
options issued in conjunction with the Centex merger.
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||
|
Number
Outstanding
(000's omitted)
|
|
Weighted-
Average
Remaining
Contract Life
(in years)
|
|
Weighted-
Average
Per Share
Exercise Price
|
|
Number
Exercisable
(000's omitted)
|
|
Weighted-
Average Per
Share
Exercise Price
|
|||||||
$0.01 to $11.00
|
2,683
|
|
|
6.5
|
|
|
$
|
10
|
|
|
2,242
|
|
|
$
|
11
|
|
$11.01 to $18.00
|
8,314
|
|
|
4.9
|
|
|
$
|
12
|
|
|
5,959
|
|
|
$
|
12
|
|
$18.01 to $25.00
|
3,830
|
|
|
1.9
|
|
|
$
|
22
|
|
|
3,830
|
|
|
$
|
22
|
|
$25.01 to $35.00
|
3,949
|
|
|
3.9
|
|
|
$
|
31
|
|
|
3,949
|
|
|
$
|
31
|
|
$35.01 to $60.00
|
2,865
|
|
|
3.1
|
|
|
$
|
44
|
|
|
2,865
|
|
|
$
|
44
|
|
|
21,641
|
|
|
4.1
|
|
|
$
|
21
|
|
|
18,845
|
|
|
$
|
23
|
|
|
Weighted-Average Assumptions
Year Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Expected life of options in years
|
6.2
|
|
|
6.0
|
|
|
3.1
|
|
Expected stock price volatility
|
58
|
%
|
|
58
|
%
|
|
60
|
%
|
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Risk-free interest rate
|
2.7
|
%
|
|
2.7
|
%
|
|
1.2
|
%
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
Shares
|
|
Weighted-
Average
Per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-
Average
Per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-
Average
Per Share
Grant Date
Fair Value
|
|||||||||
Non-vested at beginning of
year
|
2,775
|
|
|
$
|
12
|
|
|
3,539
|
|
|
$
|
16
|
|
|
3,932
|
|
|
$
|
23
|
|
Granted
|
1,032
|
|
|
$
|
8
|
|
|
1,552
|
|
|
$
|
11
|
|
|
2,182
|
|
|
$
|
12
|
|
Vested
|
(1,242
|
)
|
|
$
|
13
|
|
|
(1,541
|
)
|
|
$
|
21
|
|
|
(1,957
|
)
|
|
$
|
25
|
|
Forfeited
|
(243
|
)
|
|
$
|
11
|
|
|
(775
|
)
|
|
$
|
12
|
|
|
(618
|
)
|
|
$
|
14
|
|
Non-vested at end of year
|
2,322
|
|
|
$
|
10
|
|
|
2,775
|
|
|
$
|
12
|
|
|
3,539
|
|
|
$
|
16
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||||||||
Outstanding, beginning of
year
|
140
|
|
|
$
|
12
|
|
|
123
|
|
|
$
|
12
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
772
|
|
|
$
|
7
|
|
|
133
|
|
|
$
|
12
|
|
|
632
|
|
|
$
|
12
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(269
|
)
|
|
$
|
12
|
|
Distributed
|
(192
|
)
|
|
$
|
9
|
|
|
(116
|
)
|
|
$
|
12
|
|
|
(240
|
)
|
|
$
|
12
|
|
Outstanding, end of year
|
720
|
|
|
$
|
7
|
|
|
140
|
|
|
$
|
12
|
|
|
123
|
|
|
$
|
12
|
|
Vested, end of year
|
120
|
|
|
$
|
11
|
|
|
140
|
|
|
$
|
12
|
|
|
123
|
|
|
$
|
12
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Current provision (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
(71,796
|
)
|
|
$
|
(114,617
|
)
|
|
$
|
(812,744
|
)
|
State and other
|
(28,116
|
)
|
|
(23,200
|
)
|
|
(17,395
|
)
|
|||
|
$
|
(99,912
|
)
|
|
$
|
(137,817
|
)
|
|
$
|
(830,139
|
)
|
Deferred provision (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,587
|
|
State and other
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,587
|
|
Income tax expense (benefit)
|
$
|
(99,912
|
)
|
|
$
|
(137,817
|
)
|
|
$
|
(792,552
|
)
|
|
2011
|
|
2010
|
|
2009
|
|||
Income taxes at federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effect of state and local income taxes, net of federal tax
|
3.0
|
|
|
3.0
|
|
|
3.0
|
|
Deferred tax asset valuation allowance
|
(7.0
|
)
|
|
(12.4
|
)
|
|
18.4
|
|
Tax contingencies
|
28.4
|
|
|
5.0
|
|
|
(4.7
|
)
|
Goodwill impairment
|
(28.7
|
)
|
|
(19.7
|
)
|
|
(9.7
|
)
|
Other
|
1.5
|
|
|
0.3
|
|
|
(1.9
|
)
|
Effective rate
|
32.2
|
%
|
|
11.2
|
%
|
|
40.1
|
%
|
|
At December 31,
|
||||||
|
2011
|
|
2010
|
||||
Deferred tax assets:
|
|
|
|
||||
Non-deductible reserves and other
|
$
|
446,605
|
|
|
$
|
312,186
|
|
Inventory valuation reserves
|
1,197,271
|
|
|
1,449,261
|
|
||
Net operating loss ("NOL") carryforwards:
|
|
|
|
||||
Federal
|
663,733
|
|
|
592,345
|
|
||
State
|
299,292
|
|
|
287,458
|
|
||
Alternative minimum tax credits
|
25,193
|
|
|
25,193
|
|
||
Energy credit and charitable contribution carryforward
|
38,586
|
|
|
36,045
|
|
||
|
2,670,680
|
|
|
2,702,488
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Capitalized items, including real estate basis differences,
deducted for tax, net
|
(91,399
|
)
|
|
(64,130
|
)
|
||
Trademarks and tradenames
|
(61,692
|
)
|
|
(66,671
|
)
|
||
|
(153,091
|
)
|
|
(130,801
|
)
|
||
Valuation allowance
|
(2,517,589
|
)
|
|
(2,571,687
|
)
|
||
Net deferred tax asset (liability)
|
$
|
—
|
|
|
$
|
—
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Unrecognized tax benefits, beginning of period
|
$
|
258,016
|
|
|
$
|
326,088
|
|
|
$
|
126,299
|
|
Assumed with Centex merger
|
—
|
|
|
—
|
|
|
121,667
|
|
|||
Decreases related to tax positions taken during the current
period
|
—
|
|
|
—
|
|
|
(10,029
|
)
|
|||
Increases related to tax positions taken during a prior period
|
2,699
|
|
|
55,385
|
|
|
37,303
|
|
|||
Decreases related to tax positions taken during a prior period
|
(79,719
|
)
|
|
(14,025
|
)
|
|
(10,414
|
)
|
|||
Increases related to tax positions taken during the current
period
|
1,620
|
|
|
1,441
|
|
|
82,973
|
|
|||
Decreases related to settlements with taxing authorities
|
—
|
|
|
(94,779
|
)
|
|
(1,389
|
)
|
|||
Reductions as a result of a lapse of the applicable statute of
limitations
|
(10,753
|
)
|
|
(16,094
|
)
|
|
(20,322
|
)
|
|||
Unrecognized tax benefits, end of period
|
$
|
171,863
|
|
|
$
|
258,016
|
|
|
$
|
326,088
|
|
Level 1
|
|
Fair value determined based on quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2
|
|
Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active.
|
|
|
|
Level 3
|
|
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques
|
Financial Instrument
|
|
Fair Value
Hierarchy |
|
Fair Value
|
||||||
2011
|
|
2010
|
||||||||
Residential mortgage loans available-for-sale
|
|
Level 2
|
|
$
|
258,075
|
|
|
$
|
176,164
|
|
Whole loan commitments
|
|
Level 2
|
|
11
|
|
|
2,319
|
|
||
Interest rate lock commitments
|
|
Level 2
|
|
3,551
|
|
|
2,692
|
|
||
Forward contracts
|
|
Level 2
|
|
(3,470
|
)
|
|
3,544
|
|
|
|
Fair Value
Hierarchy |
|
Fair Value
|
||||||
2011
|
|
2010
|
||||||||
Loans held for investment
|
|
Level 2
|
|
$
|
2,324
|
|
|
$
|
3,002
|
|
House and land inventory
|
|
Level 3
|
|
23,766
|
|
|
70,862
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Accounts and notes receivable
|
$
|
144,924
|
|
|
$
|
204,029
|
|
Deposits and pre-acquisition costs
|
57,047
|
|
|
95,063
|
|
||
Prepaid expenses
|
90,786
|
|
|
108,963
|
|
||
Property and equipment, net
|
53,182
|
|
|
59,263
|
|
||
Other
|
74,505
|
|
|
100,645
|
|
||
|
$
|
420,444
|
|
|
$
|
567,963
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Self-insurance liabilities
|
$
|
741,383
|
|
|
$
|
785,562
|
|
Community development district obligations
|
38,440
|
|
|
73,334
|
|
||
Liabilities for land, not owned, under option agreements
|
24,905
|
|
|
50,781
|
|
||
Compensation-related
|
87,583
|
|
|
94,936
|
|
||
Loan origination liabilities
|
128,330
|
|
|
93,057
|
|
||
Warranty
|
68,025
|
|
|
80,195
|
|
||
Accrued interest
|
37,943
|
|
|
42,043
|
|
||
Lease exit liabilities
|
29,745
|
|
|
41,733
|
|
||
Other
|
255,587
|
|
|
338,299
|
|
||
|
$
|
1,411,941
|
|
|
$
|
1,599,940
|
|
Years Ending December 31,
|
|
||
2012
|
$
|
32,590
|
|
2013
|
28,002
|
|
|
2014
|
23,988
|
|
|
2015
|
21,211
|
|
|
2016
|
14,627
|
|
|
Thereafter
|
24,531
|
|
|
Total minimum lease payments
(a)
|
$
|
144,949
|
|
(a)
|
Minimum payments have not been reduced by minimum sublease rentals of $
14.6 million
due in the future under non-cancelable subleases.
|
|
2011
|
|
2010
|
|
2009
|
||||||
Liabilities, beginning of period
|
$
|
93,057
|
|
|
$
|
105,914
|
|
|
$
|
3,240
|
|
Provision for losses
|
59,349
|
|
|
16,856
|
|
|
60,896
|
|
|||
Liabilities assumed with Centex merger
|
—
|
|
|
—
|
|
|
56,293
|
|
|||
Settlements
|
(24,076
|
)
|
|
(29,713
|
)
|
|
(14,515
|
)
|
|||
Liabilities, end of period
|
$
|
128,330
|
|
|
$
|
93,057
|
|
|
$
|
105,914
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Warranty liabilities, beginning of period
|
$
|
80,195
|
|
|
$
|
96,110
|
|
|
$
|
58,178
|
|
Warranty reserves provided
|
43,875
|
|
|
54,164
|
|
|
34,019
|
|
|||
Liabilities assumed with Centex merger
|
—
|
|
|
—
|
|
|
55,292
|
|
|||
Payments
|
(54,766
|
)
|
|
(69,789
|
)
|
|
(44,600
|
)
|
|||
Other adjustments
|
(1,279
|
)
|
|
(290
|
)
|
|
(6,779
|
)
|
|||
Warranty liabilities, end of period
|
$
|
68,025
|
|
|
$
|
80,195
|
|
|
$
|
96,110
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Balance, beginning of period
|
$
|
785,562
|
|
|
$
|
551,020
|
|
|
$
|
323,227
|
|
Reserves provided
|
53,068
|
|
|
313,606
|
|
|
34,939
|
|
|||
Liabilities assumed with Centex merger
|
—
|
|
|
2,514
|
|
|
271,071
|
|
|||
Payments
|
(97,247
|
)
|
|
(81,578
|
)
|
|
(78,217
|
)
|
|||
Balance, end of period
|
$
|
741,383
|
|
|
$
|
785,562
|
|
|
$
|
551,020
|
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
119,287
|
|
|
$
|
875,561
|
|
|
$
|
88,223
|
|
|
$
|
—
|
|
|
$
|
1,083,071
|
|
Restricted cash
|
83,199
|
|
|
3,255
|
|
|
15,406
|
|
|
—
|
|
|
101,860
|
|
|||||
House and land inventory
|
—
|
|
|
4,632,337
|
|
|
4,131
|
|
|
—
|
|
|
4,636,468
|
|
|||||
Land held for sale
|
—
|
|
|
135,307
|
|
|
—
|
|
|
—
|
|
|
135,307
|
|
|||||
Land, not owned, under option
agreements
|
—
|
|
|
24,905
|
|
|
—
|
|
|
—
|
|
|
24,905
|
|
|||||
Residential mortgage loans available-
for-sale
|
—
|
|
|
—
|
|
|
258,075
|
|
|
—
|
|
|
258,075
|
|
|||||
Securities purchased under agreements
to resell
|
127,327
|
|
|
—
|
|
|
(127,327
|
)
|
|
—
|
|
|
—
|
|
|||||
Investments in unconsolidated entities
|
1,527
|
|
|
31,836
|
|
|
2,625
|
|
|
—
|
|
|
35,988
|
|
|||||
Income taxes receivable
|
27,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,154
|
|
|||||
Other assets
|
20,983
|
|
|
364,747
|
|
|
34,714
|
|
|
—
|
|
|
420,444
|
|
|||||
Intangible assets
|
—
|
|
|
162,348
|
|
|
—
|
|
|
—
|
|
|
162,348
|
|
|||||
Deferred income tax assets
|
(15,517
|
)
|
|
23
|
|
|
15,494
|
|
|
—
|
|
|
—
|
|
|||||
Investments in subsidiaries and
intercompany accounts, net
|
4,937,002
|
|
|
6,533,838
|
|
|
6,366,758
|
|
|
(17,837,598
|
)
|
|
—
|
|
|||||
|
$
|
5,300,962
|
|
|
$
|
12,764,157
|
|
|
$
|
6,658,099
|
|
|
$
|
(17,837,598
|
)
|
|
$
|
6,885,620
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, customer deposits,
accrued and other liabilities
|
$
|
70,690
|
|
|
$
|
1,310,972
|
|
|
$
|
273,686
|
|
|
$
|
—
|
|
|
$
|
1,655,348
|
|
Income tax liabilities
|
203,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,313
|
|
|||||
Senior notes
|
3,088,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,088,344
|
|
|||||
Total liabilities
|
3,362,347
|
|
|
1,310,972
|
|
|
273,686
|
|
|
—
|
|
|
4,947,005
|
|
|||||
Total shareholders’ equity
|
1,938,615
|
|
|
11,453,185
|
|
|
6,384,413
|
|
|
(17,837,598
|
)
|
|
1,938,615
|
|
|||||
|
$
|
5,300,962
|
|
|
$
|
12,764,157
|
|
|
$
|
6,658,099
|
|
|
$
|
(17,837,598
|
)
|
|
$
|
6,885,620
|
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
10,000
|
|
|
$
|
1,106,623
|
|
|
$
|
366,767
|
|
|
$
|
—
|
|
|
$
|
1,483,390
|
|
Restricted cash
|
—
|
|
|
3,927
|
|
|
20,674
|
|
|
—
|
|
|
24,601
|
|
|||||
House and land inventory
|
—
|
|
|
4,777,681
|
|
|
4,132
|
|
|
—
|
|
|
4,781,813
|
|
|||||
Land held for sale
|
—
|
|
|
71,055
|
|
|
—
|
|
|
—
|
|
|
71,055
|
|
|||||
Land, not owned, under option
agreements
|
—
|
|
|
50,781
|
|
|
—
|
|
|
—
|
|
|
50,781
|
|
|||||
Residential mortgage loans available-
for-sale
|
—
|
|
|
—
|
|
|
176,164
|
|
|
—
|
|
|
176,164
|
|
|||||
Securities purchased under agreements
to resell
|
74,500
|
|
|
—
|
|
|
(74,500
|
)
|
|
—
|
|
|
—
|
|
|||||
Investments in unconsolidated entities
|
1,523
|
|
|
42,261
|
|
|
2,529
|
|
|
—
|
|
|
46,313
|
|
|||||
Income taxes receivable
|
81,307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,307
|
|
|||||
Other assets
|
24,476
|
|
|
499,075
|
|
|
44,412
|
|
|
—
|
|
|
567,963
|
|
|||||
Intangible assets
|
—
|
|
|
175,448
|
|
|
—
|
|
|
—
|
|
|
175,448
|
|
|||||
Goodwill
|
—
|
|
|
240,541
|
|
|
—
|
|
|
—
|
|
|
240,541
|
|
|||||
Deferred income tax assets
|
(34,192
|
)
|
|
27
|
|
|
34,165
|
|
|
—
|
|
|
—
|
|
|||||
Investments in subsidiaries and
intercompany accounts, net
|
5,749,695
|
|
|
5,783,384
|
|
|
6,265,591
|
|
|
(17,798,670
|
)
|
|
—
|
|
|||||
|
$
|
5,907,309
|
|
|
$
|
12,750,803
|
|
|
$
|
6,839,934
|
|
|
$
|
(17,798,670
|
)
|
|
$
|
7,699,376
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, customer deposits,
accrued and other liabilities
|
$
|
86,066
|
|
|
$
|
1,166,805
|
|
|
$
|
625,262
|
|
|
$
|
—
|
|
|
$
|
1,878,133
|
|
Income tax liabilities
|
294,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294,408
|
|
|||||
Senior notes
|
3,391,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,391,668
|
|
|||||
Total liabilities
|
3,772,142
|
|
|
1,166,805
|
|
|
625,262
|
|
|
—
|
|
|
5,564,209
|
|
|||||
Total shareholders’ equity
|
2,135,167
|
|
|
11,583,998
|
|
|
6,214,672
|
|
|
(17,798,670
|
)
|
|
2,135,167
|
|
|||||
|
$
|
5,907,309
|
|
|
$
|
12,750,803
|
|
|
$
|
6,839,934
|
|
|
$
|
(17,798,670
|
)
|
|
$
|
7,699,376
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale revenues
|
$
|
—
|
|
|
$
|
3,950,743
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,950,743
|
|
Land sale revenues
|
—
|
|
|
82,853
|
|
|
—
|
|
|
—
|
|
|
82,853
|
|
|||||
|
—
|
|
|
4,033,596
|
|
|
—
|
|
|
—
|
|
|
4,033,596
|
|
|||||
Financial Services
|
—
|
|
|
1,367
|
|
|
101,727
|
|
|
—
|
|
|
103,094
|
|
|||||
|
—
|
|
|
4,034,963
|
|
|
101,727
|
|
|
—
|
|
|
4,136,690
|
|
|||||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale cost of revenues
|
—
|
|
|
3,444,398
|
|
|
—
|
|
|
—
|
|
|
3,444,398
|
|
|||||
Land sale cost of revenues
|
—
|
|
|
59,279
|
|
|
—
|
|
|
—
|
|
|
59,279
|
|
|||||
|
—
|
|
|
3,503,677
|
|
|
—
|
|
|
—
|
|
|
3,503,677
|
|
|||||
Financial Services expenses
|
343
|
|
|
448
|
|
|
136,875
|
|
|
—
|
|
|
137,666
|
|
|||||
Selling, general and administrative
expenses
|
33,144
|
|
|
488,746
|
|
|
(2,307
|
)
|
|
—
|
|
|
519,583
|
|
|||||
Other expense (income), net
|
5,581
|
|
|
288,298
|
|
|
(777
|
)
|
|
—
|
|
|
293,102
|
|
|||||
Interest income
|
(253
|
)
|
|
(4,443
|
)
|
|
(359
|
)
|
|
—
|
|
|
(5,055
|
)
|
|||||
Interest expense
|
1,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,313
|
|
|||||
Intercompany interest
|
39,060
|
|
|
(27,572
|
)
|
|
(11,488
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in (earnings) loss of
unconsolidated entities
|
(5
|
)
|
|
(3,196
|
)
|
|
(95
|
)
|
|
—
|
|
|
(3,296
|
)
|
|||||
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
|
(79,183
|
)
|
|
(210,995
|
)
|
|
(20,122
|
)
|
|
—
|
|
|
(310,300
|
)
|
|||||
Income tax expense (benefit)
|
(2,623
|
)
|
|
(99,635
|
)
|
|
2,346
|
|
|
—
|
|
|
(99,912
|
)
|
|||||
Income (loss) before equity in income
(loss) of subsidiaries
|
(76,560
|
)
|
|
(111,360
|
)
|
|
(22,468
|
)
|
|
—
|
|
|
(210,388
|
)
|
|||||
Equity in income (loss) of subsidiaries
|
(133,828
|
)
|
|
(25,427
|
)
|
|
(88,998
|
)
|
|
248,253
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(210,388
|
)
|
|
$
|
(136,787
|
)
|
|
$
|
(111,466
|
)
|
|
$
|
248,253
|
|
|
$
|
(210,388
|
)
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale revenues
|
$
|
—
|
|
|
$
|
4,419,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,419,812
|
|
Land sale revenues
|
—
|
|
|
27,815
|
|
|
—
|
|
|
—
|
|
|
27,815
|
|
|||||
|
—
|
|
|
4,447,627
|
|
|
—
|
|
|
—
|
|
|
4,447,627
|
|
|||||
Financial Services
|
—
|
|
|
3,119
|
|
|
118,544
|
|
|
—
|
|
|
121,663
|
|
|||||
|
—
|
|
|
4,450,746
|
|
|
118,544
|
|
|
—
|
|
|
4,569,290
|
|
|||||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale cost of revenues
|
—
|
|
|
4,006,385
|
|
|
—
|
|
|
—
|
|
|
4,006,385
|
|
|||||
Land sale cost of revenues
|
—
|
|
|
53,555
|
|
|
—
|
|
|
—
|
|
|
53,555
|
|
|||||
|
—
|
|
|
4,059,940
|
|
|
—
|
|
|
—
|
|
|
4,059,940
|
|
|||||
Financial Services expenses
|
338
|
|
|
(1,462
|
)
|
|
117,246
|
|
|
—
|
|
|
116,122
|
|
|||||
Selling, general and administrative
expenses
|
64,197
|
|
|
629,099
|
|
|
201,806
|
|
|
—
|
|
|
895,102
|
|
|||||
Other expense (income), net
|
38,899
|
|
|
707,647
|
|
|
(4,161
|
)
|
|
—
|
|
|
742,385
|
|
|||||
Interest income
|
—
|
|
|
(9,060
|
)
|
|
(471
|
)
|
|
—
|
|
|
(9,531
|
)
|
|||||
Interest expense
|
2,802
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
2,729
|
|
|||||
Intercompany interest
|
169,158
|
|
|
(169,010
|
)
|
|
(148
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in (earnings) loss of
unconsolidated entities
|
(11
|
)
|
|
(3,867
|
)
|
|
967
|
|
|
—
|
|
|
(2,911
|
)
|
|||||
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
|
(275,383
|
)
|
|
(762,541
|
)
|
|
(196,622
|
)
|
|
—
|
|
|
(1,234,546
|
)
|
|||||
Income tax expense (benefit)
|
58,318
|
|
|
(136,741
|
)
|
|
(59,394
|
)
|
|
—
|
|
|
(137,817
|
)
|
|||||
Income (loss) before equity in income
(loss) of subsidiaries
|
(333,701
|
)
|
|
(625,800
|
)
|
|
(137,228
|
)
|
|
—
|
|
|
(1,096,729
|
)
|
|||||
Equity in income (loss) of subsidiaries
|
(763,028
|
)
|
|
(5,009
|
)
|
|
(172,241
|
)
|
|
940,278
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(1,096,729
|
)
|
|
$
|
(630,809
|
)
|
|
$
|
(309,469
|
)
|
|
$
|
940,278
|
|
|
$
|
(1,096,729
|
)
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale revenues
|
$
|
—
|
|
|
$
|
3,869,297
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,869,297
|
|
Land sale revenues
|
—
|
|
|
97,292
|
|
|
—
|
|
|
—
|
|
|
97,292
|
|
|||||
|
—
|
|
|
3,966,589
|
|
|
—
|
|
|
—
|
|
|
3,966,589
|
|
|||||
Financial Services
|
—
|
|
|
9,859
|
|
|
107,941
|
|
|
—
|
|
|
117,800
|
|
|||||
|
—
|
|
|
3,976,448
|
|
|
107,941
|
|
|
—
|
|
|
4,084,389
|
|
|||||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale cost of revenues
|
—
|
|
|
4,274,474
|
|
|
—
|
|
|
—
|
|
|
4,274,474
|
|
|||||
Land sale cost of revenues
|
—
|
|
|
211,170
|
|
|
—
|
|
|
—
|
|
|
211,170
|
|
|||||
|
—
|
|
|
4,485,644
|
|
|
—
|
|
|
—
|
|
|
4,485,644
|
|
|||||
Financial Services expenses
|
716
|
|
|
6,794
|
|
|
165,344
|
|
|
—
|
|
|
172,854
|
|
|||||
Selling, general and administrative
expenses
|
77,227
|
|
|
542,622
|
|
|
52,585
|
|
|
—
|
|
|
672,434
|
|
|||||
Other expense (income), net
|
31,353
|
|
|
650,728
|
|
|
3,748
|
|
|
—
|
|
|
685,829
|
|
|||||
Interest income
|
(2
|
)
|
|
(7,782
|
)
|
|
(1,383
|
)
|
|
—
|
|
|
(9,167
|
)
|
|||||
Interest expense
|
1,810
|
|
|
537
|
|
|
(85
|
)
|
|
—
|
|
|
2,262
|
|
|||||
Intercompany interest
|
237,492
|
|
|
(237,492
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in (earnings) loss of
unconsolidated entities
|
—
|
|
|
46,065
|
|
|
3,587
|
|
|
—
|
|
|
49,652
|
|
|||||
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
|
(348,596
|
)
|
|
(1,510,668
|
)
|
|
(115,855
|
)
|
|
—
|
|
|
(1,975,119
|
)
|
|||||
Income tax expense (benefit)
|
(139,828
|
)
|
|
(625,250
|
)
|
|
(27,474
|
)
|
|
—
|
|
|
(792,552
|
)
|
|||||
Income (loss) before equity in income
(loss) of subsidiaries
|
(208,768
|
)
|
|
(885,418
|
)
|
|
(88,381
|
)
|
|
—
|
|
|
(1,182,567
|
)
|
|||||
Equity in income (loss) of subsidiaries
|
(973,799
|
)
|
|
(80,196
|
)
|
|
(191,763
|
)
|
|
1,245,758
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(1,182,567
|
)
|
|
$
|
(965,614
|
)
|
|
$
|
(280,144
|
)
|
|
$
|
1,245,758
|
|
|
$
|
(1,182,567
|
)
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities
|
$
|
(86,057
|
)
|
|
$
|
520,024
|
|
|
$
|
(416,745
|
)
|
|
$
|
—
|
|
|
$
|
17,222
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions from unconsolidated
entities
|
—
|
|
|
4,531
|
|
|
—
|
|
|
—
|
|
|
4,531
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(4,603
|
)
|
|
—
|
|
|
—
|
|
|
(4,603
|
)
|
|||||
Change in restricted cash related to
letters of credit
|
(83,199
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,199
|
)
|
|||||
Net change in loans held for investment
|
—
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|||||
Proceeds from the sale of fixed assets
|
—
|
|
|
10,555
|
|
|
—
|
|
|
—
|
|
|
10,555
|
|
|||||
Capital expenditures
|
—
|
|
|
(18,331
|
)
|
|
(2,907
|
)
|
|
—
|
|
|
(21,238
|
)
|
|||||
Net cash provided by (used in) investing
activities
|
(83,199
|
)
|
|
(7,848
|
)
|
|
(2,582
|
)
|
|
—
|
|
|
(93,629
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of other borrowings
|
(320,916
|
)
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
(321,076
|
)
|
|||||
Intercompany activities, net
|
602,295
|
|
|
(743,078
|
)
|
|
140,783
|
|
|
—
|
|
|
—
|
|
|||||
Stock repurchases
|
(2,836
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,836
|
)
|
|||||
Net cash provided by (used in)
financing activities
|
278,543
|
|
|
(743,238
|
)
|
|
140,783
|
|
|
—
|
|
|
(323,912
|
)
|
|||||
Net increase (decrease) in cash and
equivalents
|
109,287
|
|
|
(231,062
|
)
|
|
(278,544
|
)
|
|
—
|
|
|
(400,319
|
)
|
|||||
Cash and equivalents at beginning of year
|
10,000
|
|
|
1,106,623
|
|
|
366,767
|
|
|
—
|
|
|
1,483,390
|
|
|||||
Cash and equivalents at end of year
|
$
|
119,287
|
|
|
$
|
875,561
|
|
|
$
|
88,223
|
|
|
$
|
—
|
|
|
$
|
1,083,071
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities
|
$
|
551,430
|
|
|
$
|
34,853
|
|
|
$
|
4,574
|
|
|
$
|
—
|
|
|
$
|
590,857
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions from unconsolidated
entities
|
—
|
|
|
4,231
|
|
|
—
|
|
|
—
|
|
|
4,231
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(21,623
|
)
|
|
(1,267
|
)
|
|
—
|
|
|
(22,890
|
)
|
|||||
Net change in loans held for investment
|
—
|
|
|
—
|
|
|
12,603
|
|
|
—
|
|
|
12,603
|
|
|||||
Proceeds from the sale of fixed assets
|
—
|
|
|
1,762
|
|
|
18
|
|
|
—
|
|
|
1,780
|
|
|||||
Capital expenditures
|
—
|
|
|
(13,168
|
)
|
|
(2,011
|
)
|
|
—
|
|
|
(15,179
|
)
|
|||||
Net cash provided by (used in) investing
activities
|
—
|
|
|
(28,798
|
)
|
|
9,343
|
|
|
—
|
|
|
(19,455
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net repayments under Financial Services
credit arrangements
|
—
|
|
|
—
|
|
|
(18,394
|
)
|
|
—
|
|
|
(18,394
|
)
|
|||||
Repayment of other borrowings
|
(933,206
|
)
|
|
(1,444
|
)
|
|
—
|
|
|
—
|
|
|
(934,650
|
)
|
|||||
Intercompany activities, net
|
387,131
|
|
|
(404,757
|
)
|
|
17,626
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock
|
8,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,668
|
|
|||||
Stock repurchases
|
(4,023
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,023
|
)
|
|||||
Net cash provided by (used in)
financing activities
|
(541,430
|
)
|
|
(406,201
|
)
|
|
(768
|
)
|
|
—
|
|
|
(948,399
|
)
|
|||||
Net increase (decrease) in cash and
equivalents
|
10,000
|
|
|
(400,146
|
)
|
|
13,149
|
|
|
—
|
|
|
(376,997
|
)
|
|||||
Cash and equivalents at beginning of year
|
—
|
|
|
1,506,769
|
|
|
353,618
|
|
|
—
|
|
|
1,860,387
|
|
|||||
Cash and equivalents at end of year
|
$
|
10,000
|
|
|
$
|
1,106,623
|
|
|
$
|
366,767
|
|
|
$
|
—
|
|
|
$
|
1,483,390
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities
|
$
|
44,747
|
|
|
$
|
509,669
|
|
|
$
|
174,939
|
|
|
$
|
—
|
|
|
$
|
729,355
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions from unconsolidated
entities
|
—
|
|
|
8,612
|
|
|
—
|
|
|
—
|
|
|
8,612
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(35,144
|
)
|
|
—
|
|
|
—
|
|
|
(35,144
|
)
|
|||||
Cash acquired with Centex merger, net
of cash used
|
(50
|
)
|
|
1,723,120
|
|
|
25,672
|
|
|
—
|
|
|
1,748,742
|
|
|||||
Net change in loans held for
investment
|
—
|
|
|
—
|
|
|
8,802
|
|
|
—
|
|
|
8,802
|
|
|||||
Proceeds from the sale of fixed assets
|
—
|
|
|
1,960
|
|
|
91
|
|
|
—
|
|
|
2,051
|
|
|||||
Capital expenditures
|
—
|
|
|
(30,432
|
)
|
|
(8,820
|
)
|
|
—
|
|
|
(39,252
|
)
|
|||||
Net cash provided by (used in)
investing activities
|
(50
|
)
|
|
1,668,116
|
|
|
25,745
|
|
|
—
|
|
|
1,693,811
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net repayments under Financial
Services credit arrangements
|
—
|
|
|
—
|
|
|
(219,166
|
)
|
|
—
|
|
|
(219,166
|
)
|
|||||
Repayment of other borrowings
|
(2,000,732
|
)
|
|
(4,473
|
)
|
|
—
|
|
|
—
|
|
|
(2,005,205
|
)
|
|||||
Intercompany activities, net
|
1,961,695
|
|
|
(1,965,934
|
)
|
|
4,239
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock
|
4,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,782
|
|
|||||
Stock repurchases
|
(7,384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,384
|
)
|
|||||
Debt issuance costs
|
(3,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,058
|
)
|
|||||
Net cash provided by (used in)
financing activities
|
(44,697
|
)
|
|
(1,970,407
|
)
|
|
(214,927
|
)
|
|
—
|
|
|
(2,230,031
|
)
|
|||||
Net increase (decrease) in cash and
equivalents
|
—
|
|
|
207,378
|
|
|
(14,243
|
)
|
|
—
|
|
|
193,135
|
|
|||||
Cash and equivalents at beginning of
year
|
—
|
|
|
1,299,391
|
|
|
367,861
|
|
|
—
|
|
|
1,667,252
|
|
|||||
Cash and equivalents at end of year
|
$
|
—
|
|
|
$
|
1,506,769
|
|
|
$
|
353,618
|
|
|
$
|
—
|
|
|
$
|
1,860,387
|
|
|
1st
Quarter |
|
2nd
Quarter |
|
3rd
Quarter |
|
4th
Quarter |
|
Total
|
||||||||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
783,767
|
|
|
$
|
904,831
|
|
|
$
|
1,114,027
|
|
|
$
|
1,230,971
|
|
|
$
|
4,033,596
|
|
Cost of revenues
(a)
|
685,960
|
|
|
793,465
|
|
|
944,882
|
|
|
1,079,370
|
|
|
3,503,677
|
|
|||||
Income (loss) before income taxes
(b)
|
(46,365
|
)
|
|
(36,690
|
)
|
|
(211,126
|
)
|
|
18,351
|
|
|
(275,830
|
)
|
|||||
Financial Services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
21,435
|
|
|
$
|
22,381
|
|
|
$
|
27,904
|
|
|
$
|
31,374
|
|
|
$
|
103,094
|
|
Income (loss) before income taxes
|
973
|
|
|
(16,643
|
)
|
|
8,626
|
|
|
(27,426
|
)
|
|
(34,470
|
)
|
|||||
Consolidated results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
805,202
|
|
|
$
|
927,212
|
|
|
$
|
1,141,931
|
|
|
$
|
1,262,345
|
|
|
$
|
4,136,690
|
|
Income (loss) before income taxes
|
(45,392
|
)
|
|
(53,333
|
)
|
|
(202,500
|
)
|
|
(9,075
|
)
|
|
(310,300
|
)
|
|||||
Income taxes (benefit)
|
(5,866
|
)
|
|
2,052
|
|
|
(73,202
|
)
|
|
(22,896
|
)
|
|
(99,912
|
)
|
|||||
Net income (loss)
|
$
|
(39,526
|
)
|
|
$
|
(55,385
|
)
|
|
$
|
(129,298
|
)
|
|
$
|
13,821
|
|
|
$
|
(210,388
|
)
|
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(0.10
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.55
|
)
|
Weighted-average common shares outstanding
|
379,544
|
|
|
379,781
|
|
|
380,025
|
|
|
380,149
|
|
|
379,877
|
|
|||||
Assuming dilution:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(0.10
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.55
|
)
|
Adjusted weighted-average common shares and
effect of dilutive securities
|
379,544
|
|
|
379,781
|
|
|
380,025
|
|
|
381,261
|
|
|
379,877
|
|
(a)
|
Cost of revenues includes land and community valuation adjustments of $
0.1 million
, $
3.3 million
, $
1.5 million
, and $
11.0 million
and net realizable value adjustments of $
0.0 million
, $
(0.2) million
, $
0.1 million
, and $
9.9 million
for the 1st Quarter, 2nd Quarter, 3rd Quarter, and 4th Quarter, respectively.
|
(b)
|
Income (loss) before income taxes includes the write-off (recovery) of deposits and pre-acquisition costs of $
0.6 million
, $
3.7 million
, $
2.3 million
, and $
3.4 million
for the 1st Quarter, 2nd Quarter, 3rd Quarter, and 4th Quarter, respectively. Income (loss) before income taxes also includes goodwill impairments of $
240.5 million
for the 3rd Quarter. Homebuilding income (loss) before income taxes includes amounts previously classified within Other Non-Operating.
|
|
1st
Quarter |
|
2nd
Quarter |
|
3rd
Quarter |
|
4th
Quarter |
|
Total
|
||||||||||
2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
989,792
|
|
|
$
|
1,269,735
|
|
|
$
|
1,030,755
|
|
|
$
|
1,157,345
|
|
|
$
|
4,447,627
|
|
Cost of revenues
(a)
|
859,093
|
|
|
1,107,019
|
|
|
957,637
|
|
|
1,136,191
|
|
|
4,059,940
|
|
|||||
Income (loss) before income taxes
(b)
|
(19,980
|
)
|
|
2,859
|
|
|
(1,027,300
|
)
|
|
(195,734
|
)
|
|
(1,240,155
|
)
|
|||||
Financial Services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
30,566
|
|
|
$
|
36,163
|
|
|
$
|
27,009
|
|
|
$
|
27,925
|
|
|
$
|
121,663
|
|
Income (loss) before income taxes
|
5,472
|
|
|
(8,585
|
)
|
|
3,463
|
|
|
5,259
|
|
|
5,609
|
|
|||||
Consolidated results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,020,358
|
|
|
$
|
1,305,898
|
|
|
$
|
1,057,764
|
|
|
$
|
1,185,270
|
|
|
$
|
4,569,290
|
|
Income (loss) before income taxes
|
(14,508
|
)
|
|
(5,726
|
)
|
|
(1,023,837
|
)
|
|
(190,475
|
)
|
|
(1,234,546
|
)
|
|||||
Income taxes (benefit)
|
(2,020
|
)
|
|
(82,029
|
)
|
|
(28,721
|
)
|
|
(25,047
|
)
|
|
(137,817
|
)
|
|||||
Net income (loss)
|
$
|
(12,488
|
)
|
|
$
|
76,303
|
|
|
$
|
(995,116
|
)
|
|
$
|
(165,428
|
)
|
|
$
|
(1,096,729
|
)
|
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(0.03
|
)
|
|
$
|
0.20
|
|
|
$
|
(2.63
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(2.90
|
)
|
Weighted-average common shares outstanding
|
377,747
|
|
|
378,618
|
|
|
378,842
|
|
|
379,115
|
|
|
378,585
|
|
|||||
Assuming dilution:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(0.03
|
)
|
|
$
|
0.20
|
|
|
$
|
(2.63
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(2.90
|
)
|
Adjusted weighted-average common shares and
effect of dilutive securities
|
377,747
|
|
|
380,412
|
|
|
378,842
|
|
|
379,115
|
|
|
378,585
|
|
(a)
|
Cost of revenues includes land and community valuation adjustments of $
4.5 million
, $
25.5 million
, $
57.5 million
, and $
82.2 million
and net realizable value adjustments of $
0.6 million
, $
(0.2) million
, $
0.6 million
, and $
38.1 million
for the 1st Quarter, 2nd Quarter, 3rd Quarter, and 4th Quarter, respectively.
|
(b)
|
Income (loss) before income taxes includes the write-off (recovery) of deposits and pre-acquisition costs of $
0.5 million
, $
2.3 million
, $
1.1 million
, and $
1.6 million
for the 1st Quarter, 2nd Quarter, 3rd Quarter, and 4th Quarter, respectively. Income (loss) before income taxes also includes impairments of investments of unconsolidated joint ventures of $
1.9 million
for the 1st Quarter and goodwill impairments of
$1.4 million
and
$654.9 million
for the 2nd Quarter and 3rd Quarter, respectively. Income (loss) before income taxes also includes insurance-related charges of $
10.0 million
, $
9.6 million
, $
272.2 million
, and $
(11.4) million
for the 1st Quarter, 2nd Quarter, 3rd Quarter, and 4th Quarter, respectively. Homebuilding income (loss) before income taxes includes amounts previously classified within Other Non-Operating.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
(a)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Report of Independent Registered Public Accounting Firm
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
T
he following documents are filed as part of this Annual Report on Form 10-K:
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
(2)
|
|
(a)
|
|
Agreement and Plan of Merger, dated as of April 7, 2009, by and among PulteGroup, Inc., Pi Nevada Building Company, and Centex Corporation (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 10, 2009)
|
|
|
|
|
|
(3)
|
|
(a)
|
|
Restated Articles of Incorporation, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on August 18, 2009)
|
|
|
|
|
|
|
|
(b)
|
|
Certificate of Amendment to the Articles of Incorporation, dated March 18, 2010 (Incorporated by reference to Exhibit 3(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
|
|
|
|
|
|
|
|
(c)
|
|
Certificate of Amendment to the Articles of Incorporation, dated May 21, 2010 (Incorporated by reference to Exhibit 3(c) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
|
|
|
|
|
|
|
(d)
|
|
By-laws, as amended, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on April 8, 2009)
|
|
|
|
|
|
|
|
(e)
|
|
Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC on August 18, 2009)
|
|
|
|
|
|
(4)
|
|
(a)
|
|
Any instrument with respect to long-term debt, where the securities authorized thereunder do not exceed 10% of the total assets of PulteGroup, Inc. and its subsidiaries, has not been filed. The Company agrees to furnish a copy of such instruments to the SEC upon request.
|
|
|
|
|
|
|
|
(b)
|
|
Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of PulteGroup, Inc.’s Registration Statement on Form 8-A/A filed with the SEC on March 23, 2010)
|
|
|
|
|
|
(10)
|
|
(a)
|
|
1994 Stock Incentive Plan for Key Employees (Incorporated by reference to our Proxy Statement dated March 31, 1994, and as Exhibit 4.1 of our Registration Statement on Form S-8, Registration No. 33-98944)
|
|
|
|
|
|
|
|
(b)
|
|
1995 Stock Incentive Plan for Key Employees (Incorporated by reference to our Proxy Statement dated March 31, 1995, and as Exhibit 4.1 of our Registration Statement on Form S-8, Registration No. 33-99218)
|
|
|
|
|
|
|
|
(c)
|
|
1997 Stock Plan for Nonemployee Directors (Incorporated by reference to our Proxy Statement dated March 27, 1998, and as Exhibit 4.3 of our Registration Statement on Form S-8, Registration No. 333-52047)
|
|
|
|
|
|
|
|
(d)
|
|
PulteGroup, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-115570)
|
|
|
|
|
|
|
|
(e)
|
|
Intercreditor and Subordination Agreement, dated October 1, 2003, among Asset Seven Corp., Pulte Realty Corporation, certain subsidiaries of PulteGroup, Inc., Bank One, NA, as Administrative Agent, and Bank One Trust Company, National Association, as Trustee (Incorporated by reference to Exhibit 10(f) to our Annual Report on Form 10-K for the year ended December 31, 2003)
|
|
|
|
|
|
|
|
(f)
|
|
Facility Agreement dated as of June 23, 2009 among PulteGroup, Inc., Various Financial Institutions, and Deutsche Bank AG, New York Branch (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on June 26, 2009)
|
|
|
|
|
|
|
|
(g)
|
|
PulteGroup, Inc. 2000 Stock Incentive Plan for Key Employees (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, Registration No. 333-66284)
|
|
|
|
|
|
|
|
(h)
|
|
PulteGroup, Inc. 2000 Stock Plan for Nonemployee Directors (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, Registration No. 333-66284)
|
|
|
|
|
|
|
|
(i)
|
|
Form of Restricted Stock Award agreement under PulteGroup, Inc. 2000 Stock Incentive Plan for Key Employees (Incorporated by reference to Exhibit 10(l) of our Annual Report on Form 10-K for the year ended December 31, 2006)
|
|
|
|
|
|
|
|
(j)
|
|
Form of Restricted Stock Award agreement (as amended) under PulteGroup, Inc. 2000 Stock Incentive Plan for Key Employees (Incorporated by Reference to Exhibit 10(o) of our Annual Report on Form 10-K for the year ended December 31, 2008)
|
|
|
|
|
|
|
|
(k)
|
|
PulteGroup, Inc. 2002 Stock Incentive Plan (Incorporated by reference to our Proxy Statement dated April 3, 2002 and as Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-123223)
|
|
|
|
|
|
|
|
(l)
|
|
PulteGroup, Inc. 2008 Senior Management Incentive Plan (Incorporated by reference to our Proxy Statement dated April 7, 2008)
|
|
|
|
|
|
|
|
(m)
|
|
PulteGroup, Inc. Long-Term Incentive Program (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on May 20, 2008)
|
|
|
|
|
|
|
|
(n)
|
|
Form of PulteGroup, Inc. Long Term Incentive Award Agreement (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K, filed with the SEC on May 20, 2008)
|
|
|
|
|
|
|
|
(o)
|
|
Form of PulteGroup, Inc. 2008-2010 Grant Acceptance Agreement - Company Performance Measures (Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K, filed with the SEC on May 20, 2008)
|
|
|
|
|
|
|
|
(p)
|
|
Form of PulteGroup, Inc. 2008-2010 Grant Acceptance Agreement - Individual Performance Measures (Incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K, filed with the SEC on May 20, 2008)
|
|
|
|
|
|
|
|
(q)
|
|
PulteGroup, Inc. 2004 Stock Incentive Plan (as Amended and Restated as of July 9, 2009) (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)
|
|
|
|
|
|
|
|
(r)
|
|
Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10(r) of our Annual Report on Form 10-K for the year ended December 31, 2007)
|
|
|
|
|
|
|
|
(s)
|
|
Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
|
|
|
|
|
|
|
|
(t)
|
|
Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2000 Stock Incentive Plan for Key Employees ( Incorporated by reference to Exhibit 10(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
|
|
|
|
|
|
|
|
(u)
|
|
Form of Stock Option Agreement under PulteGroup, Inc. 2002 and 2004 Stock Incentive Plans (Incorporated by reference to Exhibit 10(s) of our Annual Report on Form 10-K for the year ended December 31, 2007)
|
|
|
|
|
|
|
|
(v)
|
|
Form of Stock Option Agreement (as amended) under PulteGroup, Inc. 2002 and 2004 Stock Incentive Plans (Incorporated by reference to Exhibit 10(t) of our Annual Report on Form 10-K for the year ended December 31, 2007)
|
|
|
|
|
|
|
|
(w)
|
|
Form of Performance Share Award Agreement under PulteGroup, Inc. 2004 Stock Incentive Plan (Filed herewith)
|
|
|
|
|
|
|
|
(x)
|
|
Centex Corporation Amended and Restated 1987 Stock Option Plan (Amended and Restated Effective February 11, 2009) (Incorporated by reference to Exhibit 10.4 of Centex’s Current Report on Form 8-K, filed with the SEC on February 13, 2009)
|
|
|
|
|
|
|
|
(y)
|
|
Amended and Restated Centex Corporation 2001 Stock Plan (Amended and Restated Effective February 11, 2009) (Incorporated by reference to Exhibit 10.2 of Centex’s Current Report on Form 8-K, filed with the SEC on February 13, 2009)
|
|
|
|
|
|
|
|
(z)
|
|
Form of stock option agreement for the Amended and Restated Centex Corporation 2001 Stock Plan (Incorporated by reference to Exhibit 10.5 of Centex’s Current Report on Form 8-K, filed with the SEC on May 13, 2008)
|
|
|
|
|
|
|
|
(aa)
|
|
Centex Corporation 2003 Equity Incentive Plan (Amended and Restated Effective February 11, 2009) (Incorporated by reference to Exhibit 10.1 of Centex’s Current Report on Form 8-K, filed with the SEC on February 13, 2009)
|
|
|
|
|
|
|
|
(ab)
|
|
Form of stock option agreement for the Centex Corporation 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 of Centex’s Current Report on Form 8-K, filed with the SEC on May 13, 2008)
|
|
|
|
|
|
|
|
(ac)
|
|
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)
|
|
|
|
|
|
|
|
(ad)
|
|
PulteGroup, Inc. Deferred Compensation Plan for Non-Employee Directors (as Amended and Restated Effective December 8, 2009) (Incorporated by reference to Exhibit 10(al) of our Annual Report on Form 10-K for the year ended December 31, 2009)
|
|
|
|
|
|
|
|
(ae)
|
|
Assignment and Assumption Agreement dated as of August 18, 2009 between PulteGroup, Inc. and Centex Corporation (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on August 20, 2009)
|
|
|
|
|
|
|
|
(af)
|
|
Offer Letter to Deborah Meyer dated as of August 20, 2009 (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
|
|
|
|
|
|
(ag)
|
|
Clarification of Offer Letter to Deborah Meyer dated as of April 26, 2011 (Incorporated by reference to Exhibit 10(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)
|
|
|
|
|
|
|
|
(ah)
|
|
Separation Agreement dated as of May 26, 2011, between PulteGroup, Inc. and Roger A. Cregg (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on May 27, 2011)
|
|
|
|
|
|
|
|
(ai)
|
|
Offer Letter dated as of May 9, 2011, between PulteGroup, Inc. and Robert T. O'Shaughnessy (Incorporated by reference to Exhibit 10(a) of our Current Report on Form 8-K filed with the SEC on May 9, 2011)
|
|
|
|
|
|
(12)
|
|
|
|
Ratio of Earnings to Fixed Charges at December 31, 2011 (Filed herewith)
|
|
|
|
|
|
(21)
|
|
|
|
Subsidiaries of the Registrant (Filed herewith)
|
|
|
|
|
|
(23)
|
|
|
|
Consent of Independent Registered Public Accounting Firm (Filed herewith)
|
|
|
|
|
|
(31)
|
|
(a)
|
|
Rule 13a-14(a) Certification by Richard J. Dugas, Jr., Chairman, President, and Chief Executive Officer (Filed herewith)
|
|
|
|
|
|
|
|
(b)
|
|
Rule 13a-14(a) Certification by Robert T. O'Shaughnessy, Executive Vice President and Chief Financial Officer (Filed herewith)
|
|
|
|
|
|
(32)
|
|
|
|
Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (Filed herewith)
|
|
|
|
|
|
101.INS
|
|
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH
|
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL
|
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.LAB
|
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE
|
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
101.DEF
|
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
February 9, 2012
|
By:
|
|
/s/ Robert T. O'Shaughnessy
|
|
|
|
Robert T. O'Shaughnessy
|
|
|
|
Executive Vice President
|
|
|
|
and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Richard J. Dugas, Jr.
|
|
Chairman of the Board of Directors, President, and Chief Executive Officer
(Principal Executive Officer)
|
|
February 9, 2012
|
Richard J. Dugas, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Robert T. O'Shaughnessy
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 9, 2012
|
Robert T. O'Shaughnessy
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Schweninger
|
|
Vice President and Controller
(Principal Accounting Officer)
|
|
February 9, 2012
|
Michael J. Schweninger
|
|
|
|
|
|
|
|
|
|
/s/ Brian P. Anderson
|
|
Member of Board of Directors
|
|
February 9, 2012
|
Brian P. Anderson
|
|
|
|
|
|
|
|
|
|
/s/ Bryce Blair
|
|
Member of Board of Directors
|
|
February 9, 2012
|
Bryce Blair
|
|
|
|
|
|
|
|
|
|
/s/ Cheryl W. Grisé
|
|
Member of Board of Directors
|
|
February 9, 2012
|
Cheryl W. Grisé
|
|
|
|
|
|
|
|
|
|
/s/ Debra J. Kelly-Ennis
|
|
Member of Board of Directors
|
|
February 9, 2012
|
Debra J. Kelly-Ennis
|
|
|
|
|
|
|
|
|
|
/s/ David N. McCammon
|
|
Member of Board of Directors
|
|
February 9, 2012
|
David N. McCammon
|
|
|
|
|
|
|
|
|
|
/s/ Patrick J. O’Leary
|
|
Member of Board of Directors
|
|
February 9, 2012
|
Patrick J. O’Leary
|
|
|
|
|
|
|
|
|
|
/s/ James J. Postl
|
|
Member of Board of Directors
|
|
February 9, 2012
|
James J. Postl
|
|
|
|
|
|
|
|
|
|
/s/ Bernard W. Reznicek
|
|
Member of Board of Directors
|
|
February 9, 2012
|
Bernard W. Reznicek
|
|
|
|
|
|
|
|
|
|
/s/ Thomas M. Schoewe
|
|
Member of Board of Directors
|
|
February 9, 2012
|
Thomas M. Schoewe
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before
income taxes
|
|
$
|
(310,300
|
)
|
|
$
|
(1,234,546
|
)
|
|
$
|
(1,975,119
|
)
|
|
$
|
(1,682,599
|
)
|
|
$
|
(2,496,903
|
)
|
Fixed charges
|
|
231,208
|
|
|
281,582
|
|
|
261,303
|
|
|
255,621
|
|
|
295,130
|
|
|||||
Amortization of capitalized interest
|
|
189,382
|
|
|
180,918
|
|
|
165,355
|
|
|
210,709
|
|
|
314,998
|
|
|||||
Capitalized interest
|
|
(221,071
|
)
|
|
(264,932
|
)
|
|
(234,700
|
)
|
|
(220,131
|
)
|
|
(240,000
|
)
|
|||||
Distributions in excess (less than) earnings of
affiliates
|
|
3,628
|
|
|
2,601
|
|
|
31,195
|
|
|
14,580
|
|
|
39,038
|
|
|||||
Income as adjusted
|
|
$
|
(107,153
|
)
|
|
$
|
(1,034,377
|
)
|
|
$
|
(1,751,966
|
)
|
|
$
|
(1,421,820
|
)
|
|
$
|
(2,087,737
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
|
$
|
222,383
|
|
|
$
|
269,296
|
|
|
$
|
244,618
|
|
|
$
|
229,157
|
|
|
$
|
260,348
|
|
Portion of rents representative of interest factor
|
|
8,825
|
|
|
12,286
|
|
|
16,079
|
|
|
23,810
|
|
|
23,336
|
|
|||||
Interest expense related to guaranteed debt of 50%
or less owned affiliate
(a)
|
|
—
|
|
|
—
|
|
|
606
|
|
|
2,654
|
|
|
11,446
|
|
|||||
Fixed charges
|
|
$
|
231,208
|
|
|
$
|
281,582
|
|
|
$
|
261,303
|
|
|
$
|
255,621
|
|
|
$
|
295,130
|
|
Ratio of earnings to fixed charges
(b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Includes imputed interest related to certain guaranteed joint venture debt for which we have made or expect to make cash expenditures.
|
(b)
|
Earnings for years ended
December 31, 2011
,
2010
,
2009
,
2008
, and
2007
were inadequate to cover fixed charges. Additional earnings of
$338.4 million
,
$1.3 billion
,
$2.0 billion
,
$1.7 billion
, and
$2.4 billion
, respectively, would have been necessary to bring the ratio to 1.0.
|
Affiliates
|
|
Jurisdiction of Formation
|
|
|
|
56th and Lone Mountain, L.L.C.
|
|
Arizona
|
66 Windward Cove Acquisition Company, LLC
|
|
Delaware
|
7601 River Road, Inc.
|
|
Delaware
|
Andrea's Court, LLC
|
|
Puerto Rico
|
Anthem Arizona L.L.C.
|
|
Arizona
|
Armor Assurance Company
|
|
Vermont
|
Asset Seven Corp.
|
|
Arizona
|
Batchellors Forest, LLC
|
|
Delaware
|
Bay Vista At Meadow Park, L.P.
|
|
California
|
BC Stafford, LLC
|
|
Delaware
|
Benicia CS Developers, LLC
|
|
Delaware
|
Butterfield Properties LLC
|
|
Ohio
|
Centerline Georgia Investor III LLC
|
|
Delaware
|
Centex Construction of New Mexico, LLC
|
|
Delaware
|
Centex Corporation
|
|
Nevada
|
Centex Crown Holding, LLC
|
|
Delaware
|
Centex Development Company, L.P.
|
|
Delaware
|
Centex Financial Services, LLC
|
|
Nevada
|
Centex Homes
|
|
Nevada
|
Centex Homes Crown LLC
|
|
Delaware
|
Centex Homes Marketing, Inc.
|
|
Georgia
|
Centex Homes of California, LLC
|
|
Delaware
|
Centex Homes Realty Company
|
|
Nevada
|
Centex Homes Westside Urban Renewal I, LLC
|
|
New Jersey
|
Centex Homes Westside Urban Renewal II, LLC
|
|
New Jersey
|
Centex Homes, Inc.
|
|
Texas
|
Centex Homes, LLC
|
|
Delaware
|
Centex Hospitality Group, LLC
|
|
Delaware
|
Centex International II, LLC
|
|
Nevada
|
Centex Mortgage, Title and Insurance Group, LLC
|
|
Delaware
|
Centex Multi-Family Communities, LLC
|
|
Delaware
|
Centex Multi-Family Company
|
|
Nevada
|
Centex Multi-Family Investments, L.P.
|
|
Delaware
|
Centex Multi-Family St. Pete Holding Company, L.L.C.
|
|
Delaware
|
Centex Multi-Family Upper Landing, LLC
|
|
Delaware
|
Centex Real Estate Construction Company
|
|
Nevada
|
Centex Real Estate Corporation
|
|
Nevada
|
Centex Real Estate Holding, L.P.
|
|
Delaware
|
Centex Realty, Inc.
|
|
Florida
|
Centex Service Company II, LLC
|
|
Delaware
|
Centex Service Company, LLC
|
|
Nevada
|
Centex Title & Ancillary Services, LLC
|
|
Nevada
|
Centex Trust I
|
|
Delaware
|
Centex Trust II
|
|
Delaware
|
Centex/Taylor, LLC
|
|
Delaware
|
Chandler DJ Basin, LLC
|
|
Michigan
|
Chandler Natural Resources Corporation
|
|
Michigan
|
CL Ocean Villas, LLC
|
|
Delaware
|
Claremont Hills LLC
|
|
Delaware
|
Clevengers Village Utility, Inc.
|
|
Virginia
|
Commerce Escrow Company, LLC
|
|
Delaware
|
Commerce Land Title Agency, LLC
|
|
Ohio
|
Conestoga Golf Club LLC
|
|
Nevada
|
Contractors Insurance Company of North America, Inc., a Risk Retention Group
|
|
Hawaii
|
Corte Bella Golf Club, LLC
|
|
Michigan
|
Creekside at Meadow Park, L.P.
|
|
California
|
Creekside II Development, LLC
|
|
Delaware
|
CTX Holding Company
|
|
Nevada
|
CTX Mortgage Company, LLC
|
|
Delaware
|
Dean Realty Company
|
|
Michigan
|
Del E. Webb Development Co., L.P.
|
|
Delaware
|
Del E. Webb Land Conservancy
|
|
Arizona
|
Del Webb Building Products LLC
|
|
Michigan
|
Del Webb California Corp.
|
|
Arizona
|
Del Webb Communities of Illinois, Inc.
|
|
Arizona
|
Del Webb Communities of Virginia, Inc.
|
|
Arizona
|
Del Webb Communities, Inc.
|
|
Arizona
|
Del Webb Community Management Co.
|
|
Arizona
|
Del Webb Construction Services Co.
|
|
Arizona
|
Del Webb Corporation
|
|
Delaware
|
Del Webb Home Construction, Inc.
|
|
Arizona
|
Del Webb Homes, Inc.
|
|
Arizona
|
Del Webb Limited Holding Co.
|
|
Arizona
|
Del Webb Southwest Co.
|
|
Arizona
|
Del Webb Texas Limited Partnership
|
|
Arizona
|
Del Webb's Coventry Homes Construction Co.
|
|
Arizona
|
Del Webb's Coventry Homes of Nevada, Inc.
|
|
Arizona
|
Del Webb's Coventry Homes, Inc.
|
|
Arizona
|
Del Webb's Spruce Creek Communities, Inc.
|
|
Arizona
|
Desarrolladores Urbanos (Canovanas), LLC
|
|
Puerto Rico
|
DiVosta Building, LLC
|
|
Michigan
|
DiVosta Homes Holdings, LLC
|
|
Delaware
|
DiVosta Homes, L.P.
|
|
Delaware
|
DR Super Block 1 South, LLC
|
|
Delaware
|
DW Homebuilding Co.
|
|
Arizona
|
East Franklin Implementation Group, LLC
|
|
California
|
Edinburgh Realty Corporation
|
|
Michigan
|
Eureka Escondido, LLC
|
|
Delaware
|
Evergreen-Hunt & Merrill Ranch, L.L.C.
|
|
Arizona
|
Fair Chase Development LLC
|
|
Delaware
|
Florida Building Products, LLC
|
|
Michigan
|
Fort Lincoln-Pulte Limited Liability Company
|
|
District of Columbia
|
FRCS LLC
|
|
Arizona
|
Fox & Jacobs, Inc.
|
|
Texas
|
GI Development Business Trust
|
|
Massachusetts
|
Grand Place Hayward, LLC
|
|
California
|
Grayhaven Estates Limited, L.L.C.
|
|
Michigan
|
Great Island Community, LLC
|
|
Michigan
|
Guaranteed Mortgage Corporation III
|
|
Michigan
|
H.D. Whispering Creek, L.L.C.
|
|
Maryland
|
Hilltop Farms Development, LLC
|
|
Michigan
|
Homeland CC, LLC
|
|
Maryland
|
Homeland PG, LLC
|
|
Maryland
|
HTPD, LLC
|
|
Delaware
|
HydroSource Acquisitions, Inc.
|
|
Michigan
|
Independent General Agency, Inc.
|
|
Texas
|
Jersey Meadows LLC
|
|
New Jersey
|
JMB NO. 2, L.L.C.
|
|
Missouri
|
JNN Properties LLC
|
|
Michigan
|
John Crosland Company
|
|
North Carolina
|
Joliet Mortgage Reinsurance Company
|
|
Vermont
|
Kyle Acquisition Group, LLC
|
|
Nevada
|
Lansdowne Community Development LLC
|
|
Virginia
|
LCD Communications LLC
|
|
Virginia
|
Lennar Centex Del Rio Partners, LLC
|
|
Delaware
|
LMC Holding Company, LLC
|
|
Delaware
|
Marina Community Partners, LLC
|
|
Delaware
|
Marquette Title Insurance Company
|
|
Vermont
|
Mayaguez Partners, LLC
|
|
Puerto Rico
|
MCS Mountain Road, LLC
|
|
Maryland
|
Meadowbrook Development Company, LLC
|
|
Delaware
|
Nomas Corp.
|
|
Nevada
|
North American Builders Indemnity Company
|
|
Hawaii
|
North Valley Enterprises, LLC
|
|
Nevada
|
Novato Community Partners, LLC
|
|
California
|
Openband At Lansdowne L.L.C.
|
|
Virginia
|
PC/BRE Springfield L.L.C.
|
|
Delaware
|
PC/BRE Venture L.L.C.
|
|
Delaware
|
PC/BRE Whitney Oaks L.L.C.
|
|
Delaware
|
PCD Realty LLC
|
|
Arizona
|
PCIC Insurance Agency, Inc.
|
|
Michigan
|
PGP Title of Florida, Inc.
|
|
Florida
|
PGP Title, Inc.
|
|
Nevada
|
PGP Title, LLC
|
|
Delaware
|
PH Relocation Services LLC
|
|
Michigan
|
PH Trust I
|
|
Delaware
|
PH Trust II
|
|
Delaware
|
PH1 Corporation
|
|
Michigan
|
PH3 Corporation
|
|
Michigan
|
PH4 Corporation
|
|
Michigan
|
PHC Title Corporation
|
|
Michigan
|
PHNE Business Trust
|
|
Massachusetts
|
PHT Building Materials Limited Partnership
|
|
Michigan
|
PHT Operating Company LLC
|
|
Michigan
|
PHT Title Agency, L.P.
|
|
Texas
|
PHT Title Corporation
|
|
Michigan
|
PIMI Holdings LLC
|
|
Michigan
|
PL Roseville, LLC
|
|
California
|
PN II, Inc.
|
|
Nevada
|
PN III, LLC
|
|
Delaware
|
Potomac Yard Development LLC
|
|
Delaware
|
Potomac Yard Development Sole Member LLC
|
|
Delaware
|
Premier Land Title Insurance Company
|
|
California
|
Preserve I, Inc.
|
|
Michigan
|
Preserve II, Inc.
|
|
Michigan
|
Pulte Arizona Services, Inc.
|
|
Michigan
|
Pulte Aviation I LLC
|
|
Michigan
|
Pulte Braintree LLC
|
|
Massachusetts
|
Pulte Building Products LLC
|
|
Michigan
|
Pulte Building Services LLC
|
|
Delaware
|
Pulte Building Systems Holding Company, L.L.C.
|
|
Nevada
|
Pulte Building Systems, L.L.C. (AZ)
|
|
Arizona
|
Pulte Building Systems, L.L.C. (NV)
|
|
Nevada
|
Pulte Chile Corporation
|
|
Michigan
|
Pulte Communities NJ, Limited Partnership
|
|
Michigan
|
Pulte Development Corporation
|
|
Michigan
|
Pulte Development New Mexico, Inc.
|
|
Michigan
|
Pulte Diversified Companies, Inc.
|
|
Michigan
|
Pulte Financial Companies, Inc.
|
|
Michigan
|
Pulte Financial Services LLC
|
|
Michigan
|
Pulte Georgia Holdings LLC
|
|
Michigan
|
Pulte Home Corporation
|
|
Michigan
|
Pulte Home Corporation of The Delaware Valley
|
|
Michigan
|
Pulte Home Sciences LLC
|
|
Michigan
|
Pulte Homes of Greater Kansas City, Inc.
|
|
Michigan
|
Pulte Homes of Indiana, LLC
|
|
Indiana
|
Pulte Homes of Maryland LLC
|
|
Maryland
|
Pulte Homes of Michigan LLC
|
|
Michigan
|
Pulte Homes of Minnesota LLC
|
|
Minnesota
|
Pulte Homes of New England LLC
|
|
Michigan
|
Pulte Homes of New Mexico, Inc.
|
|
Michigan
|
Pulte Homes of New York LLC
|
|
Delaware
|
Pulte Homes of NJ, Limited Partnership
|
|
Michigan
|
Pulte Homes of Ohio LLC
|
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Michigan
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Pulte Homes of PA, Limited Partnership
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Michigan
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Pulte Homes of South Carolina, Inc.
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Michigan
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Pulte Homes of St. Louis, LLC
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Nevada
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Pulte Homes Tennessee Limited Partnership
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Nevada
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Pulte Homes of Texas, L.P.
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Texas
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Pulte Interiors, LLC
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Michigan
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Pulte International Building Corporation
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Michigan
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Pulte International Caribbean Corp.
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Michigan
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Pulte International Caribbean II, Limited Partnership
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Michigan
|
Pulte International Corporation
|
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Michigan
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Pulte International Mexico Limited Partnership
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Michigan
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Pulte Land Company, LLC
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Michigan
|
Pulte Michigan Services, LLC
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Michigan
|
Pulte Midwest Title, Inc.
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Arizona
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Pulte Minnesota Holdings, LLC
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Cayman Islands
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Pulte Mortgage LLC
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Delaware
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Pulte Nevada I LLC
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Delaware
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Pulte Payroll Corporation
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Michigan
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Pulte Purchasing Corporation
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Michigan
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Pulte RC, LLC
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Michigan
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Pulte Real Estate Company
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Florida
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Pulte Realty Holdings, Inc.
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Michigan
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Pulte Realty Limited Partnership
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Michigan
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Pulte Realty of Connecticut, Inc.
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Michigan
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Pulte Realty of New York, Inc.
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New York
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Pulte Realty of South Jersey, Inc.
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Michigan
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Pulte Realty, Inc.
|
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Florida
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Pulte SA Corporation
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Michigan
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Pulte Services California LLC
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Michigan
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Pulte Services Corporation
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Michigan
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Pulte SRL Holdings LLC
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Michigan
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Pulte Texas Holdings LLC
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Michigan
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Pulte Title Agency of Minnesota, L.L.C.
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Minnesota
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Pulte Title Agency of Ohio, Limited Liability Company
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Ohio
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Pulte Urban Renewal, LLC
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New Jersey
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Pulte.com, Inc.
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Michigan
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Pulte/BP Murrieta Hills, LLC
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California
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Radnor Homes, Inc.
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Michigan
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Rancho Diamante Investments, LLC
|
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California
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Residencias del Norte Limitada
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Chile
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Riverpark Legacy, LLC
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Delaware
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Riverwood Golf Club, LLC
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Delaware
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RN Acquisition 2 Corp.
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Nevada
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Santa Clarita 700, LLC
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Delaware
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Shiloh Farm Investments, LLC
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Maryland
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Shorepointe Village Homes, L.L.C.
|
|
Michigan
|
South Natick Hills, LLC
|
|
Michigan
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Southport Development LLC
|
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Delaware
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Spa L Builders LLC
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California
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Stetson Venture II, LLC
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Arizona
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Stone Creek Golf Club LLC
|
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Florida
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Sun City Title Agency Co.
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Arizona
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Sun State Insulation Co., Inc.
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Arizona
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Tallmadge Woods STP Associates LLC
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New York
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Terravita Home Construction Co.
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Arizona
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The Jones Company Building Services, LLC
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Nevada
|
Title Plant Corporation
|
|
Arizona
|
Trade Partners Scholarship Fund
|
|
Michigan
|
Umerley Manor Oaks LLC
|
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Maryland
|
Upper Gwynedd Development, Limited Partnership
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|
Michigan
|
VII Crown Farm Investor, LLC
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Delaware
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West Hyattsville Metro Development LLC
|
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Delaware
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Westland Acres Development, L.L.C.
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Missouri
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WH on Your Lot, LLC
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|
Delaware
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Wil Corporation
|
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Michigan
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Williams' Fields at Perry Hall, L.L.C.
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Maryland
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Windemere BLC Land Company LLC
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California
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Woodfield Community, LLC
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Delaware
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1.
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I have reviewed this annual report on Form 10-K of PulteGroup, Inc.:
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 9, 2012
|
/s/ Richard J. Dugas, Jr.
|
|
|
Richard J. Dugas, Jr.
|
|
|
Chairman, President, and Chief Executive Officer
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1.
|
I have reviewed this annual report on Form 10-K of PulteGroup, Inc.:
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 9, 2012
|
/s/ Robert T. O'Shaughnessy
|
|
|
Robert T. O'Shaughnessy
|
|
|
Executive Vice President and
Chief Financial Officer
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
February 9, 2012
|
/s/ Richard J. Dugas, Jr.
|
Richard J. Dugas, Jr.
|
Chairman, President, and Chief Executive Officer
|
/s/ Robert T. O'Shaughnessy
|
Robert T. O'Shaughnessy
|
Executive Vice President and
Chief Financial Officer
|