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, Nevada, New Mexico, Southern California
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Years Ended December 31,
($000’s omitted)
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||||||||||||||||||
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2013
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2012
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2011
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2010
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2009
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||||||||||
Home sale revenues
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$
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5,424,309
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$
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4,552,412
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$
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3,950,743
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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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Home closings
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17,766
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16,505
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15,275
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17,095
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15,013
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•
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Improving our inventory turns;
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•
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More effectively allocating the capital we invest in our business using a risk-based portfolio approach;
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•
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Enhancing revenues by: establishing clear product offerings 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;
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•
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Reducing our house costs through common house plan management, value-engineering our house plans, and working with suppliers to reduce costs; and
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•
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Maintaining an efficient overhead structure.
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Centex
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Pulte Homes
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Del Webb
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Targeted consumer group
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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 2013 home closings
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25%
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46%
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29%
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•
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A 12-step product development process 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 construction while still providing a clear value to the customer (value engineering eliminates items that add cost but that have little to no value to the customer); and
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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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48
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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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48
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Executive Vice President and Chief Financial Officer
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2011
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Harmon D. Smith
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50
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Executive Vice President - Homebuilding Operations and Area
President, Texas
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2011
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James R. Ellinghausen
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55
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Executive Vice President, Human Resources
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2005
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Steven M. Cook
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55
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Senior Vice President, General Counsel and Secretary
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2006
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Stephen P. Schlageter
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43
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Area President, Northeast
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2012
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Ryan R. Marshall
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39
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Area President, Southeast
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2012
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Patrick J. Beirne
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50
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Area President, Central
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2011
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John J. Chadwick
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52
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Area President, Southwest
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2012
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James L. Ossowski
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45
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Vice President, Finance and Controller
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2013
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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, 2013
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December 31, 2012
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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 |
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1st Quarter
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$
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21.67
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$
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18.02
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$
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—
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$
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9.61
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$
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6.52
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$
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—
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2nd Quarter
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24.25
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17.54
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—
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10.70
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7.69
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—
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3rd Quarter
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20.39
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15.11
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0.10
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16.98
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10.02
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—
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4th Quarter
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20.37
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15.54
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0.05
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18.61
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15.24
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—
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(a)
Total number
of shares
purchased (1)
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(b)
Average
price paid
per share (1)
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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
($000’s omitted)
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October 1, 2013 to October 31, 2013
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—
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$
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—
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—
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$
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269,321
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(2)
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November 1, 2013 to November 30, 2013
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894,286
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16.77
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886,509
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$
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254,467
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(2)
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December 1, 2013 to December 31, 2013
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1,238,872
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18.34
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1,100,000
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$
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234,290
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(2)
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Total
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2,133,158
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$
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17.68
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1,986,509
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(1)
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During the fourth quarter of 2013, a total of 146,649 shares were surrendered by employees for payment of minimum tax obligations upon the vesting or exercise of previously granted stock-based compensation awards. Such shares were not repurchased as part of our publicly-announced stock repurchase programs.
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(2)
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Pursuant to the two $100 million share repurchase programs authorized and announced by our Board of Directors in October 2002 and October 2005, the $200 million share repurchase authorized and announced in February 2006, and the $250 million share repurchase authorized and announced in July 2013 (for a total share repurchase authorization of $650 million), we have repurchased a total of
16,925,409
shares for a total of
$415.8 million
. We have fully utilized the authorizations provided by the 2002, 2005, and 2006 share repurchase authorizations and will no longer conduct share repurchases under these programs. The July 2013 share repurchase authorization has
$234.3 million
remaining as of December 31, 2013. There is no expiration date for this program.
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2008
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2009
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2010
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2011
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2012
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2013
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||||||
PULTEGROUP, INC.
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100.00
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91.49
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68.80
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57.73
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166.15
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187.99
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S&P 500 Index - Total Return
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100.00
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126.47
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145.52
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148.59
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172.37
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228.17
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Dow Jones U.S. Select Home Construction
Index
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100.00
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103.13
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114.65
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104.90
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188.49
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223.18
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Years Ended December 31,
(000’s omitted, except per share data) |
||||||||||||||||||
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2013
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2012
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2011
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2010
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2009 (a)
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OPERATING DATA:
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Homebuilding:
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Revenues
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$
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5,538,644
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$
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4,659,110
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$
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4,033,596
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$
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4,447,627
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$
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3,966,589
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Income (loss) before income taxes
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$
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479,113
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$
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157,991
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$
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(275,830
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)
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$
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(1,240,155
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)
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$
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(1,920,081
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)
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Financial Services:
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||||||||||
Revenues
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$
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140,951
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$
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160,888
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$
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103,094
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$
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121,663
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$
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117,800
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Income (loss) before income taxes
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$
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48,709
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$
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25,563
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$
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(34,470
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)
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$
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5,609
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$
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(55,038
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)
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||||||||||
Consolidated results:
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Revenues
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$
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5,679,595
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|
|
$
|
4,819,998
|
|
|
$
|
4,136,690
|
|
|
$
|
4,569,290
|
|
|
$
|
4,084,389
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|
|
|
|
|
|
|
|
|
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||||||||||
Income (loss) before income taxes
|
$
|
527,822
|
|
|
$
|
183,554
|
|
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$
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(310,300
|
)
|
|
$
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(1,234,546
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)
|
|
$
|
(1,975,119
|
)
|
Income tax expense (benefit)
|
(2,092,294
|
)
|
|
(22,591
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)
|
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(99,912
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)
|
|
(137,817
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)
|
|
(792,552
|
)
|
|||||
Net income (loss)
|
$
|
2,620,116
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
|
$
|
(1,096,729
|
)
|
|
$
|
(1,182,567
|
)
|
|
|
|
|
|
|
|
|
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|
||||||||||
PER SHARE DATA:
|
|
|
|
|
|
|
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||||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
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||||||||||
Basic
|
$
|
6.79
|
|
|
$
|
0.54
|
|
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
Diluted
|
$
|
6.72
|
|
|
$
|
0.54
|
|
|
$
|
(0.55
|
)
|
|
$
|
(2.90
|
)
|
|
$
|
(3.94
|
)
|
Number of shares used in calculation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
383,077
|
|
|
381,562
|
|
|
379,877
|
|
|
378,585
|
|
|
300,179
|
|
|||||
Effect of dilutive securities
|
3,789
|
|
|
3,002
|
|
|
—
|
|
|
—
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|
|
—
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|
|||||
Diluted
|
386,866
|
|
|
384,564
|
|
|
379,877
|
|
|
378,585
|
|
|
300,179
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|
|||||
Shareholders’ equity
|
$
|
12.19
|
|
|
$
|
5.66
|
|
|
$
|
5.07
|
|
|
$
|
5.59
|
|
|
$
|
8.39
|
|
Cash dividends declared
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Includes operations of Centex since
August 18, 2009
.
|
|
December 31,
($000’s omitted)
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009 (a)
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
House and land inventory
|
$
|
3,978,561
|
|
|
$
|
4,214,046
|
|
|
$
|
4,636,468
|
|
|
$
|
4,781,813
|
|
|
$
|
4,940,358
|
|
Total assets
|
8,734,143
|
|
|
6,734,409
|
|
|
6,885,620
|
|
|
7,699,376
|
|
|
10,051,222
|
|
|||||
Senior notes
|
2,058,168
|
|
|
2,509,613
|
|
|
3,088,344
|
|
|
3,391,668
|
|
|
4,281,532
|
|
|||||
Shareholders’ equity
|
4,648,952
|
|
|
2,189,616
|
|
|
1,938,615
|
|
|
2,135,167
|
|
|
3,194,440
|
|
|||||
|
|
|
|
|
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||||||||||
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Years Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009 (a)
|
||||||||||
OTHER DATA:
|
|
|
|
|
|
|
|
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|
||||||||||
Markets, at year-end
|
48
|
|
|
58
|
|
|
61
|
|
|
67
|
|
|
69
|
|
|||||
Active communities, at year-end
|
577
|
|
|
670
|
|
|
700
|
|
|
786
|
|
|
882
|
|
|||||
Closings (units)
|
17,766
|
|
|
16,505
|
|
|
15,275
|
|
|
17,095
|
|
|
15,013
|
|
|||||
Net new orders (units)
|
17,080
|
|
|
19,039
|
|
|
15,215
|
|
|
15,148
|
|
|
14,185
|
|
|||||
Backlog (units), at year-end
|
5,772
|
|
|
6,458
|
|
|
3,924
|
|
|
3,984
|
|
|
5,931
|
|
|||||
Average selling price (per unit)
|
$
|
305,000
|
|
|
$
|
276,000
|
|
|
$
|
259,000
|
|
|
$
|
259,000
|
|
|
$
|
258,000
|
|
Gross margin from home sales
(b)
|
20.5
|
%
|
|
15.8
|
%
|
|
12.8
|
%
|
|
9.4
|
%
|
|
(10.5
|
)%
|
(a)
|
Includes operations of Centex Corporation since
August 18, 2009
.
|
(b)
|
Homebuilding interest expense, which represents the amortization of capitalized interest, and land impairment charges are included in home sale cost of revenues.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Increased our total cash balance to $1.7 billion;
|
•
|
Proactively reduced our outstanding debt by $461.4 million;
|
•
|
Increased our existing share repurchase authorization by $250.0 million and retired $127.7 million of shares;
|
•
|
Reinstated a quarterly dividend;
|
•
|
Increased our land investment spending to support future growth; and
|
•
|
Lowered our ratio of debt to total capitalization from 53.4% to 30.7%, in part due to the reversal of a valuation allowance against our deferred tax assets.
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
479,113
|
|
|
$
|
157,991
|
|
|
$
|
(275,830
|
)
|
Financial Services
|
48,709
|
|
|
25,563
|
|
|
(34,470
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
527,822
|
|
|
183,554
|
|
|
(310,300
|
)
|
|||
Income tax expense (benefit)
|
(2,092,294
|
)
|
|
(22,591
|
)
|
|
(99,912
|
)
|
|||
Net income (loss)
|
$
|
2,620,116
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
Per share data - assuming dilution:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
6.72
|
|
|
$
|
0.54
|
|
|
$
|
(0.55
|
)
|
•
|
The Homebuilding income (loss) before income taxes included charges related to the following items ($000's omitted):
|
•
|
The increase in Financial Services income in
2013
compared with
2012
and
2011
was primarily due to lower loan loss reserves. There were
no
such loss reserves in
2013
compared with
$49.0 million
in
2012
and
$59.3 million
in
2011
(see
Note 13
to the Consolidated Financial Statements). Additionally, loan origination volume increased in 2013 compared with 2012 and 2011, primarily as the result of increased Homebuilding closings. These favorable factors were partially offset in 2013 by margin compression caused by heightened competition in the mortgage industry compared with 2012.
|
•
|
The income tax benefit in
2013
includes
$2.1 billion
related to the reversal of substantially all of the valuation allowance previously recorded against our deferred tax assets. See
Note 10
to the Condensed Consolidated Financial Statements for additional information. The income tax benefits in
2012
and
2011
were attributable primarily to the favorable resolution of certain federal and state income tax matters.
|
|
Years Ended December 31,
|
||||||||||||||||
|
2013
|
|
FY 2013 vs. FY 2012
|
|
2012
|
|
FY 2012 vs. FY 2011
|
|
2011
|
||||||||
Home sale revenues
|
$
|
5,424,309
|
|
|
19
|
%
|
|
$
|
4,552,412
|
|
|
15
|
%
|
|
$
|
3,950,743
|
|
Land sale revenues
|
114,335
|
|
|
7
|
%
|
|
106,698
|
|
|
29
|
%
|
|
82,853
|
|
|||
Total Homebuilding revenues
|
5,538,644
|
|
|
19
|
%
|
|
4,659,110
|
|
|
16
|
%
|
|
4,033,596
|
|
|||
Home sale cost of revenues
(a)
|
4,310,528
|
|
|
12
|
%
|
|
3,833,451
|
|
|
11
|
%
|
|
3,444,398
|
|
|||
Land sale cost of revenues
(b)
|
104,426
|
|
|
10
|
%
|
|
94,880
|
|
|
60
|
%
|
|
59,279
|
|
|||
Selling, general, and administrative expenses ("SG&A")
(c)
|
568,500
|
|
|
11
|
%
|
|
514,457
|
|
|
(1
|
)%
|
|
519,583
|
|
|||
Equity in (earnings) loss of unconsolidated entities
|
(993
|
)
|
|
(74
|
)%
|
|
(3,873
|
)
|
|
21
|
%
|
|
(3,194
|
)
|
|||
Other expense, net
(d)
|
80,753
|
|
|
22
|
%
|
|
66,298
|
|
|
(77
|
)%
|
|
293,102
|
|
|||
Interest income, net
|
(3,683
|
)
|
|
(10
|
)%
|
|
(4,094
|
)
|
|
9
|
%
|
|
(3,742
|
)
|
|||
Income (loss) before income taxes
|
$
|
479,113
|
|
|
203
|
%
|
|
$
|
157,991
|
|
|
157
|
%
|
|
$
|
(275,830
|
)
|
Supplemental data
:
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin from home sales
|
20.5
|
%
|
|
470 bps
|
|
|
15.8
|
%
|
|
300 bps
|
|
|
12.8
|
%
|
|||
SG&A as a percentage of home sale revenues
|
10.5
|
%
|
|
(80) bps
|
|
|
11.3
|
%
|
|
(190) bps
|
|
|
13.2
|
%
|
|||
Closings (units)
|
17,766
|
|
|
8
|
%
|
|
16,505
|
|
|
8
|
%
|
|
15,275
|
|
|||
Average selling price
|
$
|
305
|
|
|
11
|
%
|
|
$
|
276
|
|
|
7
|
%
|
|
$
|
259
|
|
Net new orders
:
|
|
|
|
|
|
|
|
|
|
||||||||
Units
|
17,080
|
|
|
(10
|
)%
|
|
19,039
|
|
|
25
|
%
|
|
15,215
|
|
|||
Dollars
(e)
|
$
|
5,394,566
|
|
|
(1
|
)%
|
|
$
|
5,424,300
|
|
|
37
|
%
|
|
$
|
3,953,829
|
|
Cancellation rate
|
15
|
%
|
|
|
|
15
|
%
|
|
|
|
19
|
%
|
|||||
Active communities at December 31
|
577
|
|
|
(14
|
)%
|
|
670
|
|
|
(4
|
)%
|
|
700
|
|
|||
Backlog at December 31
:
|
|
|
|
|
|
|
|
|
|
||||||||
Units
|
5,772
|
|
|
(11
|
)%
|
|
6,458
|
|
|
65
|
%
|
|
3,924
|
|
|||
Dollars
|
$
|
1,901,796
|
|
|
(2
|
)%
|
|
$
|
1,931,538
|
|
|
82
|
%
|
|
$
|
1,059,649
|
|
(a)
|
Includes the amortization of capitalized interest. Home sale cost of revenues also includes land impairments of
$2.9 million
,
$13.4 million
, and
$15.9 million
for
2013
,
2012
, and
2011
, respectively.
|
(b)
|
Includes net realizable value adjustments for land held for sale of
$3.6 million
,
$1.5 million
, and
$9.8 million
for
2013
,
2012
, and
2011
, respectively.
|
(c)
|
SG&A includes costs associated with the relocation of our corporate headquarters totaling
$15.0 million
in 2013.
|
(d)
|
Includes the write-off of deposits and pre-acquisition costs for land option contracts we elected not to pursue of
$3.1 million
,
$2.3 million
, and
$10.0 million
in
2013
,
2012
, and
2011
, respectively, and net losses related to the redemption of debt totaling
$26.9 million
,
$32.1 million
, and
$5.6 million
in
2013
,
2012
, and
2011
, respectively. Also includes charges resulting from a contractual dispute related to a previously completed luxury community totaling
$41.2 million
in 2013 and goodwill impairment charges of
$240.5 million
in
2011
.
|
(e)
|
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.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Write-offs of deposits and pre-acquisition costs
(Note 4)
|
$
|
3,122
|
|
|
$
|
2,278
|
|
|
$
|
10,002
|
|
Loss on debt retirements
(Note 7)
|
26,930
|
|
|
32,071
|
|
|
5,638
|
|
|||
Lease exit and related costs
|
2,778
|
|
|
7,306
|
|
|
9,900
|
|
|||
Amortization of intangible assets
(Note 1)
|
13,100
|
|
|
13,100
|
|
|
13,100
|
|
|||
Goodwill impairments
(Note 2)
|
—
|
|
|
—
|
|
|
240,541
|
|
|||
Miscellaneous expense, net
|
34,823
|
|
|
11,543
|
|
|
13,921
|
|
|||
|
$
|
80,753
|
|
|
$
|
66,298
|
|
|
$
|
293,102
|
|
|
|
2013
|
|
2012
|
||
Sold
|
|
3,723
|
|
|
4,162
|
|
Unsold
|
|
|
|
|
||
Under construction
|
|
813
|
|
|
753
|
|
Completed
|
|
338
|
|
|
503
|
|
|
|
1,151
|
|
|
1,256
|
|
Models
|
|
1,034
|
|
|
1,119
|
|
Total
|
|
5,908
|
|
|
6,537
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||
|
|
Owned
|
|
Optioned
|
|
Controlled
|
|
Owned
|
|
Optioned
|
|
Controlled
|
||||||
Northeast
|
|
7,423
|
|
|
2,762
|
|
|
10,185
|
|
|
9,211
|
|
|
2,655
|
|
|
11,866
|
|
Southeast
|
|
12,702
|
|
|
4,296
|
|
|
16,998
|
|
|
13,372
|
|
|
2,756
|
|
|
16,128
|
|
Florida
|
|
21,805
|
|
|
6,956
|
|
|
28,761
|
|
|
23,906
|
|
|
3,689
|
|
|
27,595
|
|
Texas
|
|
12,038
|
|
|
3,860
|
|
|
15,898
|
|
|
12,218
|
|
|
3,685
|
|
|
15,903
|
|
North
|
|
11,785
|
|
|
7,952
|
|
|
19,737
|
|
|
12,946
|
|
|
2,603
|
|
|
15,549
|
|
Southwest
|
|
29,459
|
|
|
2,440
|
|
|
31,899
|
|
|
31,407
|
|
|
1,427
|
|
|
32,834
|
|
Total
|
|
95,212
|
|
|
28,266
|
|
|
123,478
|
|
|
103,060
|
|
|
16,815
|
|
|
119,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed (%)
|
|
24
|
%
|
|
18
|
%
|
|
23
|
%
|
|
27
|
%
|
|
34
|
%
|
|
28
|
%
|
Adjusted home sale gross margin
|
|
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Home sale revenues
|
$
|
5,424,309
|
|
|
$
|
4,552,412
|
|
|
$
|
3,950,743
|
|
Home sale cost of revenues
|
4,310,528
|
|
|
3,833,451
|
|
|
3,444,398
|
|
|||
Home sale gross margin
|
1,113,781
|
|
|
718,961
|
|
|
506,345
|
|
|||
Add:
|
|
|
|
|
|
||||||
Land impairments
(a)
|
—
|
|
|
6,969
|
|
|
10,498
|
|
|||
Capitalized interest amortization
(a)
|
255,065
|
|
|
224,291
|
|
|
189,382
|
|
|||
Adjusted home sale gross margin
|
$
|
1,368,846
|
|
|
$
|
950,221
|
|
|
$
|
706,225
|
|
|
|
|
|
|
|
||||||
Home sale gross margin as a percentage of home sale revenues
|
20.5
|
%
|
|
15.8
|
%
|
|
12.8
|
%
|
|||
Adjusted home sale gross margin as a percentage of home sale revenues
|
25.2
|
%
|
|
20.9
|
%
|
|
17.9
|
%
|
(a)
|
Write-offs of capitalized interest related to land impairments are reflected in capitalized interest amortization.
|
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, Nevada, New Mexico, Southern California
|
|
Operating Data by Segment ($000's omitted)
|
||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||
|
2013
|
|
FY 2013 vs. FY 2012
|
|
2012
|
|
FY 2012 vs. FY 2011
|
|
2011
|
||||||||
Home sale revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
$
|
784,087
|
|
|
8
|
%
|
|
$
|
722,691
|
|
|
1
|
%
|
|
$
|
714,609
|
|
Southeast
|
842,856
|
|
|
22
|
%
|
|
689,163
|
|
|
2
|
%
|
|
675,124
|
|
|||
Florida
|
800,331
|
|
|
29
|
%
|
|
620,156
|
|
|
11
|
%
|
|
557,865
|
|
|||
Texas
|
804,806
|
|
|
21
|
%
|
|
666,759
|
|
|
8
|
%
|
|
615,319
|
|
|||
North
|
1,214,332
|
|
|
23
|
%
|
|
989,510
|
|
|
36
|
%
|
|
727,085
|
|
|||
Southwest
|
977,898
|
|
|
13
|
%
|
|
864,133
|
|
|
31
|
%
|
|
660,741
|
|
|||
|
$
|
5,424,309
|
|
|
19
|
%
|
|
$
|
4,552,412
|
|
|
15
|
%
|
|
$
|
3,950,743
|
|
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
$
|
110,246
|
|
|
50
|
%
|
|
$
|
73,345
|
|
|
150
|
%
|
|
$
|
29,320
|
|
Southeast
|
121,055
|
|
|
87
|
%
|
|
64,678
|
|
|
44
|
%
|
|
45,060
|
|
|||
Florida
|
139,673
|
|
|
90
|
%
|
|
73,472
|
|
|
63
|
%
|
|
44,946
|
|
|||
Texas
|
111,431
|
|
|
83
|
%
|
|
60,979
|
|
|
83
|
%
|
|
33,329
|
|
|||
North
|
164,348
|
|
|
94
|
%
|
|
84,597
|
|
|
(b)
|
|
|
(12,376
|
)
|
|||
Southwest
|
179,163
|
|
|
124
|
%
|
|
79,887
|
|
|
118
|
%
|
|
36,647
|
|
|||
Other homebuilding
(a)
|
(346,803
|
)
|
|
(24
|
)%
|
|
(278,967
|
)
|
|
38
|
%
|
|
(452,756
|
)
|
|||
|
$
|
479,113
|
|
|
203
|
%
|
|
$
|
157,991
|
|
|
157
|
%
|
|
$
|
(275,830
|
)
|
Closings (units):
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
1,835
|
|
|
2
|
%
|
|
1,800
|
|
|
(4
|
)%
|
|
1,880
|
|
|||
Southeast
|
3,022
|
|
|
10
|
%
|
|
2,757
|
|
|
(1
|
)%
|
|
2,771
|
|
|||
Florida
|
2,747
|
|
|
17
|
%
|
|
2,340
|
|
|
4
|
%
|
|
2,251
|
|
|||
Texas
|
3,768
|
|
|
8
|
%
|
|
3,487
|
|
|
5
|
%
|
|
3,327
|
|
|||
North
|
3,401
|
|
|
10
|
%
|
|
3,103
|
|
|
20
|
%
|
|
2,579
|
|
|||
Southwest
|
2,993
|
|
|
(1
|
)%
|
|
3,018
|
|
|
22
|
%
|
|
2,467
|
|
|||
|
17,766
|
|
|
8
|
%
|
|
$
|
16,505
|
|
|
8
|
%
|
|
15,275
|
|
||
Average selling price:
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
$
|
427
|
|
|
6
|
%
|
|
$
|
401
|
|
|
6
|
%
|
|
$
|
380
|
|
Southeast
|
279
|
|
|
12
|
%
|
|
250
|
|
|
2
|
%
|
|
244
|
|
|||
Florida
|
291
|
|
|
10
|
%
|
|
265
|
|
|
7
|
%
|
|
248
|
|
|||
Texas
|
214
|
|
|
12
|
%
|
|
191
|
|
|
3
|
%
|
|
185
|
|
|||
North
|
357
|
|
|
12
|
%
|
|
319
|
|
|
13
|
%
|
|
282
|
|
|||
Southwest
|
327
|
|
|
14
|
%
|
|
286
|
|
|
7
|
%
|
|
268
|
|
|||
|
$
|
305
|
|
|
11
|
%
|
|
$
|
276
|
|
|
7
|
%
|
|
$
|
259
|
|
(a)
|
Other homebuilding includes the amortization of intangible assets, amortization of capitalized interest, and other items not allocated to the operating segments. Other homebuilding also includes: losses on debt retirements totaling
$26.9 million
,
$32.1 million
, and
$5.6 million
in 2013, 2012, and 2011, respectively; costs associated with the previously announced relocation of our corporate headquarters totaling
$15.4 million
in 2013; and charges resulting from a contractual dispute related to a previously completed luxury community totaling
$41.2 million
in 2013.
|
(b)
|
Percentage not meaningful.
|
|
|
Operating Data by Segment ($000's omitted)
|
||||||||||||||||
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2013
|
|
FY 2013 vs. FY 2012
|
|
2012
|
|
FY 2012 vs. FY 2011
|
|
2011
|
||||||||
Net new orders - units:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
1,834
|
|
|
(8
|
)%
|
|
1,997
|
|
|
14
|
%
|
|
1,749
|
|
|||
Southeast
|
|
3,164
|
|
|
3
|
%
|
|
3,066
|
|
|
16
|
%
|
|
2,642
|
|
|||
Florida
|
|
2,595
|
|
|
(6
|
)%
|
|
2,747
|
|
|
19
|
%
|
|
2,314
|
|
|||
Texas
|
|
3,563
|
|
|
(13
|
)%
|
|
4,117
|
|
|
26
|
%
|
|
3,278
|
|
|||
North
|
|
3,347
|
|
|
(9
|
)%
|
|
3,661
|
|
|
39
|
%
|
|
2,635
|
|
|||
Southwest
|
|
2,577
|
|
|
(25
|
)%
|
|
3,451
|
|
|
33
|
%
|
|
2,597
|
|
|||
|
|
17,080
|
|
|
(10
|
)%
|
|
19,039
|
|
|
25
|
%
|
|
15,215
|
|
|||
Net new orders - dollars:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
$
|
782,474
|
|
|
(5
|
)%
|
|
$
|
820,609
|
|
|
22
|
%
|
|
$
|
674,134
|
|
Southeast
|
|
895,800
|
|
|
14
|
%
|
|
787,286
|
|
|
22
|
%
|
|
645,993
|
|
|||
Florida
|
|
820,032
|
|
|
12
|
%
|
|
735,250
|
|
|
26
|
%
|
|
581,778
|
|
|||
Texas
|
|
796,377
|
|
|
(1
|
)%
|
|
807,455
|
|
|
33
|
%
|
|
606,239
|
|
|||
North
|
|
1,233,071
|
|
|
—
|
%
|
|
1,228,743
|
|
|
64
|
%
|
|
748,089
|
|
|||
Southwest
|
|
866,812
|
|
|
(17
|
)%
|
|
1,044,957
|
|
|
50
|
%
|
|
697,596
|
|
|||
|
|
$
|
5,394,566
|
|
|
(1
|
)%
|
|
$
|
5,424,300
|
|
|
37
|
%
|
|
$
|
3,953,829
|
|
Cancellation rates:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
13
|
%
|
|
|
|
12
|
%
|
|
|
|
14
|
%
|
|||||
Southeast
|
|
12
|
%
|
|
|
|
13
|
%
|
|
|
|
16
|
%
|
|||||
Florida
|
|
13
|
%
|
|
|
|
12
|
%
|
|
|
|
13
|
%
|
|||||
Texas
|
|
22
|
%
|
|
|
|
22
|
%
|
|
|
|
28
|
%
|
|||||
North
|
|
11
|
%
|
|
|
|
13
|
%
|
|
|
|
17
|
%
|
|||||
Southwest
|
|
19
|
%
|
|
|
|
15
|
%
|
|
|
|
19
|
%
|
|||||
|
|
15
|
%
|
|
|
|
15
|
%
|
|
|
|
19
|
%
|
|||||
Unit backlog:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
621
|
|
|
—
|
%
|
|
622
|
|
|
46
|
%
|
|
425
|
|
|||
Southeast
|
|
1,053
|
|
|
16
|
%
|
|
911
|
|
|
51
|
%
|
|
602
|
|
|||
Florida
|
|
913
|
|
|
(14
|
)%
|
|
1,065
|
|
|
62
|
%
|
|
658
|
|
|||
Texas
|
|
1,250
|
|
|
(14
|
)%
|
|
1,455
|
|
|
76
|
%
|
|
825
|
|
|||
North
|
|
1,213
|
|
|
(4
|
)%
|
|
1,267
|
|
|
79
|
%
|
|
709
|
|
|||
Southwest
|
|
722
|
|
|
(37
|
)%
|
|
1,138
|
|
|
61
|
%
|
|
705
|
|
|||
|
|
5,772
|
|
|
(11
|
)%
|
|
6,458
|
|
|
65
|
%
|
|
3,924
|
|
|||
Backlog dollars:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
$
|
275,239
|
|
|
(1
|
)%
|
|
$
|
276,851
|
|
|
55
|
%
|
|
$
|
178,934
|
|
Southeast
|
|
305,600
|
|
|
21
|
%
|
|
252,656
|
|
|
63
|
%
|
|
154,533
|
|
|||
Florida
|
|
308,834
|
|
|
7
|
%
|
|
289,133
|
|
|
66
|
%
|
|
174,039
|
|
|||
Texas
|
|
286,195
|
|
|
(3
|
)%
|
|
294,623
|
|
|
91
|
%
|
|
153,927
|
|
|||
North
|
|
465,480
|
|
|
4
|
%
|
|
446,741
|
|
|
115
|
%
|
|
207,507
|
|
|||
Southwest
|
|
260,448
|
|
|
(30
|
)%
|
|
371,534
|
|
|
95
|
%
|
|
190,709
|
|
|||
|
|
$
|
1,901,796
|
|
|
(2
|
)%
|
|
$
|
1,931,538
|
|
|
82
|
%
|
|
$
|
1,059,649
|
|
|
|
Operating Data by Segment ($000's omitted)
|
||||||||||||||||
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2013
|
|
FY 2013 vs. FY 2012
|
|
2012
|
|
FY 2012 vs. FY 2011
|
|
2011
|
||||||||
Land-related charges*:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast
|
|
$
|
557
|
|
|
(69
|
)%
|
|
$
|
1,794
|
|
|
(64
|
)%
|
|
$
|
4,958
|
|
Southeast
|
|
998
|
|
|
(27
|
)%
|
|
1,363
|
|
|
(44
|
)%
|
|
2,429
|
|
|||
Florida
|
|
1,076
|
|
|
403
|
%
|
|
214
|
|
|
(95
|
)%
|
|
3,999
|
|
|||
Texas
|
|
191
|
|
|
(66
|
)%
|
|
556
|
|
|
(33
|
)%
|
|
828
|
|
|||
North
|
|
3,434
|
|
|
(24
|
)%
|
|
4,546
|
|
|
(69
|
)%
|
|
14,867
|
|
|||
Southwest
|
|
472
|
|
|
(79
|
)%
|
|
2,254
|
|
|
(31
|
)%
|
|
3,263
|
|
|||
Other homebuilding
|
|
2,944
|
|
|
(54
|
)%
|
|
6,468
|
|
|
19
|
%
|
|
5,442
|
|
|||
|
|
$
|
9,672
|
|
|
(44
|
)%
|
|
$
|
17,195
|
|
|
(52
|
)%
|
|
$
|
35,786
|
|
*
|
Land-related charges include land impairments, net realizable value adjustments for land held for sale, and write-offs of deposits and pre-acquisition costs for land option contracts we elected not to pursue. Other homebuilding consists primarily of write-offs of capitalized interest resulting from land-related charges. See
Notes 4
and
5
to the Consolidated Financial Statements for additional discussion of these charges.
|
|
Years Ended December 31,
|
||||||||||||||||
|
2013
|
|
FY 2013 vs. FY 2012
|
|
2012
|
|
FY 2012 vs. FY 2011
|
|
2011
|
||||||||
Mortgage operations revenues
|
$
|
113,552
|
|
|
(17
|
)%
|
|
$
|
137,443
|
|
|
65
|
%
|
|
$
|
83,260
|
|
Title services revenues
|
27,399
|
|
|
17
|
%
|
|
23,445
|
|
|
18
|
%
|
|
19,834
|
|
|||
Total Financial Services revenues
|
140,951
|
|
|
(12
|
)%
|
|
160,888
|
|
|
56
|
%
|
|
103,094
|
|
|||
Expenses
|
92,379
|
|
|
(32
|
)%
|
|
135,511
|
|
|
(2
|
)%
|
|
137,666
|
|
|||
Equity in (earnings) loss of unconsolidated
entities
|
(137
|
)
|
|
(26
|
)%
|
|
(186
|
)
|
|
82
|
%
|
|
(102
|
)
|
|||
Income (loss) before income taxes
|
$
|
48,709
|
|
|
(91
|
)%
|
|
$
|
25,563
|
|
|
(174
|
)%
|
|
$
|
(34,470
|
)
|
Total originations
:
|
|
|
|
|
|
|
|
|
|
||||||||
Loans
|
11,818
|
|
|
4
|
%
|
|
11,322
|
|
|
19
|
%
|
|
9,482
|
|
|||
Principal
|
$
|
2,765,509
|
|
|
10
|
%
|
|
$
|
2,509,928
|
|
|
26
|
%
|
|
$
|
1,986,225
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Supplemental data:
|
|
|
|
|
|
||||||
Capture rate
|
80.2
|
%
|
|
81.9
|
%
|
|
78.5
|
%
|
|||
Average FICO score
|
746
|
|
|
743
|
|
|
748
|
|
|||
Loan application backlog
|
$
|
984,754
|
|
|
$
|
1,178,321
|
|
|
$
|
583,472
|
|
Funded origination breakdown
:
|
|
|
|
|
|
||||||
FHA
|
16
|
%
|
|
22
|
%
|
|
28
|
%
|
|||
VA
|
11
|
%
|
|
12
|
%
|
|
13
|
%
|
|||
USDA
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
|||
Other agency
|
67
|
%
|
|
61
|
%
|
|
56
|
%
|
|||
Total agency
|
97
|
%
|
|
98
|
%
|
|
99
|
%
|
|||
Non-agency
|
3
|
%
|
|
2
|
%
|
|
1
|
%
|
|||
Total funded originations
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Recent operating results
: We generated significant pretax income in 2012 and 2013. This included generating pretax income in seven consecutive quarters. Excluding asset impairments, we have been profitable in nine out of the last ten quarters. As a result of this improved profitability, we exited a three-year cumulative loss position in 2013, which had been a significant piece of negative evidence prior to 2013.
|
•
|
Future operating results
: We have a strong backlog of orders that, combined with other factors, provides evidence of our ability to continue to be profitable for 2014 and beyond. Based on detailed projections from each of our business units, we expect pretax earnings growth in the future, even if sales volumes remain at existing levels.
|
•
|
Financial position
: We continue to generate significant cash flow from operations and had
$1.6 billion
of unrestricted cash and equivalents at
December 31, 2013
. We have used our capital to both invest in our business and reduce our financial leverage. During 2013, we increased our authorized investments in new communities via land acquisition and development, retired significant amounts of debt prior to the stated maturity dates, increased our authorized and actual common share repurchases, and reinstated a common share dividend.
|
•
|
Recovery period for deferred tax assets
: For federal income tax purposes, we are allowed to carryforward net operating losses for 20 years and apply such losses to future taxable income to realize our federal deferred tax assets. We believe that we will realize all of our federal net operating losses and will be able to absorb substantially all federal deductible temporary differences as they reverse in future years.
|
•
|
Operating actions taken
: We have taken specific actions in recent years to improve our homebuilding operations, including: restructuring our overhead costs to align with current and projected volumes; improving inventory turns, including significant reductions in speculative home inventory; implementation of a robust risk-based portfolio approach to land acquisition approvals; monetization of under performing land assets; enhancing revenues through more strategic pricing, including establishing clear product offerings for each of our targeted consumer groups based on consumer-driven input, expanding the use of house options and lot premiums, and lessening our reliance on speculative home sales; and reducing our house construction costs through common house plan management, value-engineering house plans, and "should costing" our construction costs with our suppliers.
|
•
|
Risk of future asset impairments
: The frequency and magnitude of asset impairments has decreased dramatically in recent years as assets have been written-down or sold and as industry conditions have improved. While we remain at risk of future impairments if industry conditions worsen or if our strategy related to certain assets changes, we believe it unlikely that any future asset impairments would be at levels similar to those experienced during the U.S. housing industry downturn.
|
•
|
Sales trends
: Our home closings and home sale revenues increased
8%
and
19%
, respectively, in
2013
compared with 2012. We also have a strong backlog of orders that is amongst the highest in the U.S. homebuilding industry at
$1.9 billion
as of
December 31, 2013
. Additionally, the gross margin of orders within our backlog improved significantly from 2012 to 2013. While our net new order units declined
10%
in
2013
compared with 2012, this resulted primarily from an expected reduction in the number of our active communities, which are down
14%
at
December 31, 2013
from December 31, 2012. The reduction in active communities and the lower level of net new orders is consistent with our expectations.
|
•
|
U.S. housing industry outlook
: Various housing indices have shown significant improvement in recent periods. U.S. single family new home sales of 306,000 in 2011 were at the lowest level since 1962, a drop of 76% from the 2005 cyclical peak of 1.3 million. In 2013 and 2012, U.S. new home sales increased
16%
and 20%, respectively, over the prior year periods. The general consensus among industry analysts is that new home sales will increase significantly in each of the next several years. These forecasts are generally consistent with the 25-year average of approximately 735,000 annual new home sales. New home sales experienced volatility in the second half of 2013 period as consumers adjusted to higher home prices and an increase in mortgage interest rates. While we believe that higher interest rates are inevitable and may have a moderating effect on demand and pricing, we believe this impact will be outweighed by the other factors driving increased sales activity as overall new home sales remain low compared with historical levels. Ultimately, we believe that any sustained rise in interest rates will be indicative of a stronger macroeconomic environment that will support a continued recovery in the homebuilding industry.
|
|
Payments Due by Period
($000’s omitted) |
||||||||||||||||||
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
After 2018
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(a)
|
$
|
3,892,070
|
|
|
$
|
135,275
|
|
|
$
|
1,028,120
|
|
|
$
|
132,378
|
|
|
$
|
2,596,297
|
|
Operating lease obligations
|
160,808
|
|
|
28,116
|
|
|
48,050
|
|
|
28,407
|
|
|
56,235
|
|
|||||
Other long-term liabilities
(b)
|
7,553
|
|
|
1,999
|
|
|
3,294
|
|
|
2,260
|
|
|
—
|
|
|||||
Total contractual obligations
(c)
|
$
|
4,060,431
|
|
|
$
|
165,390
|
|
|
$
|
1,079,464
|
|
|
$
|
163,045
|
|
|
$
|
2,652,532
|
|
(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
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
After 2018
|
||||||||||
Other commercial commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guarantor credit facilities
(a)
|
$
|
208,699
|
|
|
$
|
208,699
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-guarantor credit facilities
(b)
|
150,000
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
(c)
|
$
|
358,699
|
|
|
$
|
358,699
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
$150.0 million
of the
$208.7 million
in 2014 represents the capacity of our unsecured letter of credit facility, of which
$124.4 million
was outstanding at
December 31, 2013
, while the remaining
$58.7 million
in
2014
represents letters of credit outstanding under our cash-collateralized letter of credit agreements.
|
(b)
|
Represents the capacity of the Repurchase Agreement, of which
$105.7 million
was outstanding at December 31, 2013, and which expires in September 2014. Effective January 2014, we voluntarily reduced the capacity from $150 million to $99.8 million.
|
(c)
|
The above table excludes an aggregate
$958.3 million
of surety bonds, which typically do not have stated expiration dates.
|
|
As of December 31, 2013 for the
Years ending December 31, |
||||||||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
Fair
Value |
||||||||||||||||
Rate-sensitive liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed interest rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes
|
$
|
—
|
|
|
$
|
333,647
|
|
|
$
|
465,245
|
|
|
$
|
123,000
|
|
|
$
|
—
|
|
|
$
|
1,150,000
|
|
|
$
|
2,071,892
|
|
|
$
|
2,070,744
|
|
Average interest rate
|
—
|
%
|
|
5.24
|
%
|
|
6.50
|
%
|
|
7.63
|
%
|
|
—
|
%
|
|
6.80
|
%
|
|
6.53
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
As of December 31, 2012 for the
Years ending December 31, |
||||||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair
Value |
||||||||||||||||
Rate-sensitive liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed interest rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes
|
$
|
—
|
|
|
$
|
398,852
|
|
|
$
|
369,222
|
|
|
$
|
465,245
|
|
|
$
|
150,000
|
|
|
$
|
1,150,000
|
|
|
$
|
2,533,319
|
|
|
$
|
2,663,451
|
|
Average interest rate
|
—
|
%
|
|
5.49
|
%
|
|
5.24
|
%
|
|
6.50
|
%
|
|
7.63
|
%
|
|
6.80
|
%
|
|
6.36
|
%
|
|
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Cash and equivalents
|
$
|
1,580,329
|
|
|
$
|
1,404,760
|
|
Restricted cash
|
72,715
|
|
|
71,950
|
|
||
House and land inventory
|
3,978,561
|
|
|
4,214,046
|
|
||
Land held for sale
|
61,735
|
|
|
91,104
|
|
||
Land, not owned, under option agreements
|
24,024
|
|
|
31,066
|
|
||
Residential mortgage loans available-for-sale
|
287,933
|
|
|
318,931
|
|
||
Investments in unconsolidated entities
|
45,323
|
|
|
45,629
|
|
||
Other assets
|
460,621
|
|
|
407,675
|
|
||
Intangible assets
|
136,148
|
|
|
149,248
|
|
||
Deferred tax assets, net
|
2,086,754
|
|
|
—
|
|
||
|
$
|
8,734,143
|
|
|
$
|
6,734,409
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, including book overdrafts of $35,827 and $42,053 in 2013 and 2012, respectively
|
$
|
202,736
|
|
|
$
|
178,274
|
|
Customer deposits
|
134,858
|
|
|
101,183
|
|
||
Accrued and other liabilities
|
1,377,750
|
|
|
1,418,063
|
|
||
Income tax liabilities
|
206,015
|
|
|
198,865
|
|
||
Financial Services debt
|
105,664
|
|
|
138,795
|
|
||
Senior notes
|
2,058,168
|
|
|
2,509,613
|
|
||
Total liabilities
|
4,085,191
|
|
|
4,544,793
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, $0.01 par value; 500,000,000 shares authorized, 381,299,600 and 386,608,436 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
3,813
|
|
|
3,866
|
|
||
Additional paid-in capital
|
3,052,016
|
|
|
3,030,889
|
|
||
Accumulated other comprehensive loss
|
(795
|
)
|
|
(992
|
)
|
||
Retained earnings (accumulated deficit)
|
1,593,918
|
|
|
(844,147
|
)
|
||
Total shareholders’ equity
|
4,648,952
|
|
|
2,189,616
|
|
||
|
$
|
8,734,143
|
|
|
$
|
6,734,409
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
|
|
|
|
|
||||||
Home sale revenues
|
$
|
5,424,309
|
|
|
$
|
4,552,412
|
|
|
$
|
3,950,743
|
|
Land sale revenues
|
114,335
|
|
|
106,698
|
|
|
82,853
|
|
|||
|
5,538,644
|
|
|
4,659,110
|
|
|
4,033,596
|
|
|||
Financial Services
|
140,951
|
|
|
160,888
|
|
|
103,094
|
|
|||
Total revenues
|
5,679,595
|
|
|
4,819,998
|
|
|
4,136,690
|
|
|||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
||||||
Home sale cost of revenues
|
4,310,528
|
|
|
3,833,451
|
|
|
3,444,398
|
|
|||
Land sale cost of revenues
|
104,426
|
|
|
94,880
|
|
|
59,279
|
|
|||
|
4,414,954
|
|
|
3,928,331
|
|
|
3,503,677
|
|
|||
Financial Services expenses
|
92,379
|
|
|
135,511
|
|
|
137,666
|
|
|||
Selling, general, and administrative expenses
|
568,500
|
|
|
514,457
|
|
|
519,583
|
|
|||
Other expense, net
|
80,753
|
|
|
66,298
|
|
|
293,102
|
|
|||
Interest income
|
(4,395
|
)
|
|
(4,913
|
)
|
|
(5,055
|
)
|
|||
Interest expense
|
712
|
|
|
819
|
|
|
1,313
|
|
|||
Equity in earnings of unconsolidated entities
|
(1,130
|
)
|
|
(4,059
|
)
|
|
(3,296
|
)
|
|||
Income (loss) before income taxes
|
527,822
|
|
|
183,554
|
|
|
(310,300
|
)
|
|||
Income tax expense (benefit)
|
(2,092,294
|
)
|
|
(22,591
|
)
|
|
(99,912
|
)
|
|||
Net income (loss)
|
$
|
2,620,116
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.79
|
|
|
$
|
0.54
|
|
|
$
|
(0.55
|
)
|
Diluted
|
$
|
6.72
|
|
|
$
|
0.54
|
|
|
$
|
(0.55
|
)
|
Cash dividends declared
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Number of shares used in calculation:
|
|
|
|
|
|
||||||
Basic
|
383,077
|
|
|
381,562
|
|
|
379,877
|
|
|||
Effect of dilutive securities
|
3,789
|
|
|
3,002
|
|
|
—
|
|
|||
Diluted
|
386,866
|
|
|
384,564
|
|
|
379,877
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
$
|
2,620,116
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Change in fair value of derivatives
|
197
|
|
|
314
|
|
|
213
|
|
|||
Other comprehensive income
|
197
|
|
|
314
|
|
|
213
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
$
|
2,620,313
|
|
|
$
|
206,459
|
|
|
$
|
(210,175
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Total
|
|||||||||||||
Shares
|
|
$
|
|
|||||||||||||||||||
Shareholders' Equity, January 1, 2011
|
382,028
|
|
|
$
|
3,820
|
|
|
$
|
2,972,919
|
|
|
$
|
(1,519
|
)
|
|
$
|
(840,053
|
)
|
|
$
|
2,135,167
|
|
Stock option exercises
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock awards, net of cancellations
|
944
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock repurchases
|
(364
|
)
|
|
(4
|
)
|
|
(3,128
|
)
|
|
—
|
|
|
296
|
|
|
(2,836
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
16,459
|
|
|
—
|
|
|
—
|
|
|
16,459
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(210,388
|
)
|
|
(210,388
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
213
|
|
|||||
Shareholders' Equity, December 31, 2011
|
382,608
|
|
|
$
|
3,826
|
|
|
$
|
2,986,240
|
|
|
$
|
(1,306
|
)
|
|
$
|
(1,050,145
|
)
|
|
$
|
1,938,615
|
|
Stock option exercises
|
2,877
|
|
|
29
|
|
|
32,780
|
|
|
—
|
|
|
—
|
|
|
32,809
|
|
|||||
Stock awards, net of cancellations
|
1,228
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock repurchases
|
(105
|
)
|
|
(1
|
)
|
|
(813
|
)
|
|
—
|
|
|
(147
|
)
|
|
(961
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12,694
|
|
|
—
|
|
|
—
|
|
|
12,694
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,145
|
|
|
206,145
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
|||||
Shareholders' Equity, December 31, 2012
|
386,608
|
|
|
$
|
3,866
|
|
|
$
|
3,030,889
|
|
|
$
|
(992
|
)
|
|
$
|
(844,147
|
)
|
|
$
|
2,189,616
|
|
Stock option exercises
|
1,432
|
|
|
14
|
|
|
19,397
|
|
|
—
|
|
|
—
|
|
|
19,411
|
|
|||||
Stock awards, net of cancellations
|
1,002
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,530
|
)
|
|
(57,530
|
)
|
|||||
Stock repurchases
|
(7,742
|
)
|
|
(77
|
)
|
|
(3,063
|
)
|
|
—
|
|
|
(124,521
|
)
|
|
(127,661
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
|
|
|
14,474
|
|
|
—
|
|
|
—
|
|
|
14,474
|
|
|||||
Excess tax benefits (deficiencies) from stock-based compensation
|
|
|
|
|
(9,671
|
)
|
|
|
|
|
|
(9,671
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,620,116
|
|
|
2,620,116
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
—
|
|
|
197
|
|
|||||
Shareholders' Equity, December 31, 2013
|
381,300
|
|
|
$
|
3,813
|
|
|
$
|
3,052,016
|
|
|
$
|
(795
|
)
|
|
$
|
1,593,918
|
|
|
$
|
4,648,952
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
2,620,116
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
Adjustments to reconcile net income (loss) to net cash flows provided by (used in)
operating activities:
|
|
|
|
|
|
||||||
Deferred income taxes
|
(2,096,425
|
)
|
|
—
|
|
|
—
|
|
|||
Write-down of land and deposits and pre-acquisition costs
|
9,672
|
|
|
17,195
|
|
|
35,786
|
|
|||
Goodwill impairments
|
—
|
|
|
—
|
|
|
240,541
|
|
|||
Depreciation and amortization
|
31,587
|
|
|
30,027
|
|
|
32,098
|
|
|||
Stock-based compensation expense
|
30,480
|
|
|
22,897
|
|
|
16,970
|
|
|||
Loss on debt retirements
|
26,930
|
|
|
32,071
|
|
|
5,638
|
|
|||
Equity in earnings of unconsolidated entities
|
(1,130
|
)
|
|
(4,059
|
)
|
|
(3,296
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
2,049
|
|
|
7,488
|
|
|
7,083
|
|
|||
Other non-cash, net
|
9,375
|
|
|
10,356
|
|
|
12,188
|
|
|||
Increase (decrease) in cash due to:
|
|
|
|
|
|
||||||
Restricted cash
|
3,387
|
|
|
1,257
|
|
|
5,940
|
|
|||
Inventories
|
265,064
|
|
|
455,223
|
|
|
54,891
|
|
|||
Residential mortgage loans available-for-sale
|
28,448
|
|
|
(60,828
|
)
|
|
(82,113
|
)
|
|||
Other assets
|
(38,190
|
)
|
|
26,014
|
|
|
182,471
|
|
|||
Accounts payable, accrued and other liabilities
|
(17,377
|
)
|
|
20,802
|
|
|
(189,435
|
)
|
|||
Income tax liabilities
|
7,150
|
|
|
(4,448
|
)
|
|
(91,095
|
)
|
|||
Net cash provided by (used in) operating activities
|
881,136
|
|
|
760,140
|
|
|
17,279
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Distributions from unconsolidated entities
|
1,001
|
|
|
3,029
|
|
|
4,531
|
|
|||
Investments in unconsolidated entities
|
(1,677
|
)
|
|
(16,456
|
)
|
|
(4,603
|
)
|
|||
Net change in loans held for investment
|
(12,265
|
)
|
|
836
|
|
|
325
|
|
|||
Change in restricted cash related to letters of credit
|
(4,152
|
)
|
|
28,653
|
|
|
(83,199
|
)
|
|||
Proceeds from the sale of property and equipment
|
15
|
|
|
7,586
|
|
|
10,555
|
|
|||
Capital expenditures
|
(28,899
|
)
|
|
(13,942
|
)
|
|
(21,238
|
)
|
|||
Net cash provided by (used in) investing activities
|
(45,977
|
)
|
|
9,706
|
|
|
(93,629
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Financial Services borrowings (repayments)
|
(33,131
|
)
|
|
138,795
|
|
|
—
|
|
|||
Other borrowings (repayments)
|
(479,827
|
)
|
|
(618,800
|
)
|
|
(321,133
|
)
|
|||
Stock option exercises
|
19,411
|
|
|
32,809
|
|
|
—
|
|
|||
Stock repurchases
|
(127,661
|
)
|
|
(961
|
)
|
|
(2,836
|
)
|
|||
Dividends paid
|
(38,382
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(659,590
|
)
|
|
(448,157
|
)
|
|
(323,969
|
)
|
|||
Net increase (decrease) in cash and equivalents
|
175,569
|
|
|
321,689
|
|
|
(400,319
|
)
|
|||
Cash and equivalents at beginning of period
|
1,404,760
|
|
|
1,083,071
|
|
|
1,483,390
|
|
|||
Cash and equivalents at end of period
|
$
|
1,580,329
|
|
|
$
|
1,404,760
|
|
|
$
|
1,083,071
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid (capitalized), net
|
$
|
(171
|
)
|
|
$
|
(1,470
|
)
|
|
$
|
(9,623
|
)
|
Income taxes paid (refunded), net
|
$
|
373
|
|
|
$
|
(13,322
|
)
|
|
$
|
(62,167
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Notes receivable, gross
|
$
|
59,995
|
|
|
$
|
57,841
|
|
Allowance for credit losses
|
(27,051
|
)
|
|
(26,865
|
)
|
||
Notes receivable, net
|
$
|
32,944
|
|
|
$
|
30,976
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Write-offs of deposits and pre-acquisition costs
(Note 4)
|
$
|
3,122
|
|
|
$
|
2,278
|
|
|
$
|
10,002
|
|
Loss on debt retirements
(Note 7)
|
26,930
|
|
|
32,071
|
|
|
5,638
|
|
|||
Lease exit and related costs
|
2,778
|
|
|
7,306
|
|
|
9,900
|
|
|||
Amortization of intangible assets
(Note 1)
|
13,100
|
|
|
13,100
|
|
|
13,100
|
|
|||
Goodwill impairments
(Note 2)
|
—
|
|
|
—
|
|
|
240,541
|
|
|||
Miscellaneous expense (income), net
(a)
|
34,823
|
|
|
11,543
|
|
|
13,921
|
|
|||
|
$
|
80,753
|
|
|
$
|
66,298
|
|
|
$
|
293,102
|
|
(a)
|
Includes charges of
$41.2 million
in
2013
resulting from a contractual dispute related to a previously completed luxury community (see
Note 13
) and
$5.1 million
in 2012 and
$17.1 million
in 2011 related to the write-down of notes receivable.
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,620,116
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
Less: earnings distributed to participating securities
|
(407
|
)
|
|
—
|
|
|
—
|
|
|||
Less: undistributed earnings allocated to participating securities
|
(19,201
|
)
|
|
—
|
|
|
—
|
|
|||
Numerator for basic earnings per share
|
$
|
2,600,508
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
Add back: undistributed earnings allocated to participating securities
|
19,201
|
|
|
—
|
|
|
—
|
|
|||
Less: undistributed earnings reallocated to participating securities
|
(18,845
|
)
|
|
—
|
|
|
—
|
|
|||
Numerator for diluted earnings per share
|
$
|
2,600,864
|
|
|
$
|
206,145
|
|
|
$
|
(210,388
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic shares outstanding
|
383,077
|
|
|
381,562
|
|
|
379,877
|
|
|||
Effect of dilutive securities
|
3,789
|
|
|
3,002
|
|
|
—
|
|
|||
Diluted shares outstanding
|
386,866
|
|
|
384,564
|
|
|
379,877
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.79
|
|
|
$
|
0.54
|
|
|
$
|
(0.55
|
)
|
Diluted
|
$
|
6.72
|
|
|
$
|
0.54
|
|
|
$
|
(0.55
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
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 |
||||||||||||
Land options with VIEs
|
$
|
40,486
|
|
|
$
|
661,158
|
|
|
$
|
8,167
|
|
|
$
|
29,294
|
|
|
$
|
369,085
|
|
|
$
|
8,590
|
|
Other land options
|
50,548
|
|
|
729,128
|
|
|
15,857
|
|
|
40,822
|
|
|
554,307
|
|
|
22,476
|
|
||||||
|
$
|
91,034
|
|
|
$
|
1,390,286
|
|
|
$
|
24,024
|
|
|
$
|
70,116
|
|
|
$
|
923,392
|
|
|
$
|
31,066
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Other Assets
|
|
Other Liabilities
|
|
Other Assets
|
|
Other Liabilities
|
||||||||
Interest rate lock commitments
|
$
|
3,628
|
|
|
$
|
489
|
|
|
$
|
6,045
|
|
|
$
|
24
|
|
Forward contracts
|
4,374
|
|
|
34
|
|
|
245
|
|
|
891
|
|
||||
Whole loan commitments
|
189
|
|
|
84
|
|
|
30
|
|
|
85
|
|
||||
|
$
|
8,191
|
|
|
$
|
607
|
|
|
$
|
6,320
|
|
|
$
|
1,000
|
|
Employee severance, retention, and relocation costs
|
$
|
21,000
|
|
to
|
$
|
26,000
|
|
Asset impairments
|
355
|
|
to
|
500
|
|
||
Lease termination and other exit costs
|
27,000
|
|
to
|
32,000
|
|
|
2013
|
|
2012
|
||||
Homes under construction
|
$
|
1,042,147
|
|
|
$
|
1,116,184
|
|
Land under development
|
2,189,387
|
|
|
2,435,378
|
|
||
Raw land
|
747,027
|
|
|
662,484
|
|
||
|
$
|
3,978,561
|
|
|
$
|
4,214,046
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Interest in inventory, beginning of period
|
$
|
331,880
|
|
|
$
|
355,068
|
|
|
$
|
323,379
|
|
Interest capitalized
|
154,107
|
|
|
201,103
|
|
|
221,071
|
|
|||
Interest expensed (a)
|
(255,065
|
)
|
|
(224,291
|
)
|
|
(189,382
|
)
|
|||
Interest in inventory, end of period
|
$
|
230,922
|
|
|
$
|
331,880
|
|
|
$
|
355,068
|
|
Interest incurred
(b)
|
$
|
154,819
|
|
|
$
|
201,103
|
|
|
$
|
221,071
|
|
(a)
|
Interest expensed to Home sale cost of revenues for
2013
,
2012
, and
2011
included
$2.9 million
,
$6.5 million
, and
$5.4 million
, respectively, of capitalized interest write-offs related to land-related charges.
|
(b)
|
Homebuilding interest incurred includes interest on senior debt and certain other financing arrangements.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Land impairments
|
$
|
2,944
|
|
|
$
|
13,437
|
|
|
$
|
15,940
|
|
Net realizable value adjustments ("NRV") - land held for sale
|
3,606
|
|
|
1,480
|
|
|
9,844
|
|
|||
Write-off of deposits and pre-acquisition costs
|
3,122
|
|
|
2,278
|
|
|
10,002
|
|
|||
Total land-related charges
|
$
|
9,672
|
|
|
$
|
17,195
|
|
|
$
|
35,786
|
|
|
2013
|
|
2012
|
||||
Land held for sale, gross
|
$
|
70,003
|
|
|
$
|
135,201
|
|
Net realizable value reserves
|
(8,268
|
)
|
|
(44,097
|
)
|
||
Land held for sale, net
|
$
|
61,735
|
|
|
$
|
91,104
|
|
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, Nevada, New Mexico, Southern California
|
|
Operating Data by Segment ($000’s omitted)
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Northeast
|
$
|
819,709
|
|
|
$
|
755,148
|
|
|
$
|
717,839
|
|
Southeast
|
842,921
|
|
|
691,113
|
|
|
675,904
|
|
|||
Florida
|
802,665
|
|
|
628,997
|
|
|
571,102
|
|
|||
Texas
|
835,473
|
|
|
682,929
|
|
|
631,419
|
|
|||
North
|
1,232,814
|
|
|
1,022,633
|
|
|
740,372
|
|
|||
Southwest
|
1,005,062
|
|
|
878,290
|
|
|
696,960
|
|
|||
|
5,538,644
|
|
|
4,659,110
|
|
|
4,033,596
|
|
|||
Financial Services
|
140,951
|
|
|
160,888
|
|
|
103,094
|
|
|||
Consolidated revenues
|
$
|
5,679,595
|
|
|
$
|
4,819,998
|
|
|
$
|
4,136,690
|
|
|
|
|
|
|
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
Northeast
|
$
|
110,246
|
|
|
$
|
73,345
|
|
|
$
|
29,320
|
|
Southeast
|
121,055
|
|
|
64,678
|
|
|
45,060
|
|
|||
Florida
|
139,673
|
|
|
73,472
|
|
|
44,946
|
|
|||
Texas
|
111,431
|
|
|
60,979
|
|
|
33,329
|
|
|||
North
|
164,348
|
|
|
84,597
|
|
|
(12,376
|
)
|
|||
Southwest
|
179,163
|
|
|
79,887
|
|
|
36,647
|
|
|||
Other homebuilding
(a)
|
(346,803
|
)
|
|
(278,967
|
)
|
|
(452,756
|
)
|
|||
|
479,113
|
|
|
157,991
|
|
|
(275,830
|
)
|
|||
Financial Services
|
48,709
|
|
|
25,563
|
|
|
(34,470
|
)
|
|||
Consolidated income (loss) before income taxes
|
$
|
527,822
|
|
|
$
|
183,554
|
|
|
$
|
(310,300
|
)
|
(a)
|
Other homebuilding includes the amortization of intangible assets, goodwill impairment, amortization of capitalized interest, and other costs not allocated to the operating segments. Other homebuilding also included the following: losses on debt retirements of
$26.9 million
,
$32.1 million
, and
$5.6 million
, for 2013, 2012, and 2011, respectively; costs of
$15.4 million
in 2013 associated with the relocation of our corporate headquarters; and charges of
$41.2 million
in 2013 resulting from a contractual dispute related to a previously completed luxury community.
|
|
Operating Data by Segment ($000's omitted)
Years Ended December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Land-related charges*:
|
|
|
|
|
|
||||||
Northeast
|
$
|
557
|
|
|
$
|
1,794
|
|
|
$
|
4,958
|
|
Southeast
|
998
|
|
|
1,363
|
|
|
2,429
|
|
|||
Florida
|
1,076
|
|
|
214
|
|
|
3,999
|
|
|||
Texas
|
191
|
|
|
556
|
|
|
828
|
|
|||
North
|
3,434
|
|
|
4,546
|
|
|
14,867
|
|
|||
Southwest
|
472
|
|
|
2,254
|
|
|
3,263
|
|
|||
Other homebuilding
|
2,944
|
|
|
6,468
|
|
|
5,442
|
|
|||
|
$
|
9,672
|
|
|
$
|
17,195
|
|
|
$
|
35,786
|
|
*
|
Land-related charges include land impairments, net realizable value adjustments for land held for sale, and write-offs of deposits and pre-acquisition costs for land option contracts we elected not to pursue. Other homebuilding consists primarily of write-offs of capitalized interest related to such land-related charges. See
Note 4
for additional discussion of these charges.
|
|
Operating Data by Segment ($000's omitted)
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Northeast
|
$
|
1,987
|
|
|
$
|
1,790
|
|
|
$
|
1,820
|
|
Southeast
|
1,647
|
|
|
1,028
|
|
|
1,414
|
|
|||
Florida
|
1,334
|
|
|
1,640
|
|
|
2,045
|
|
|||
Texas
|
1,784
|
|
|
1,619
|
|
|
2,002
|
|
|||
North
|
2,265
|
|
|
1,709
|
|
|
1,614
|
|
|||
Southwest
|
2,969
|
|
|
3,143
|
|
|
3,076
|
|
|||
Other homebuilding
(a)
|
16,248
|
|
|
16,168
|
|
|
17,329
|
|
|||
|
28,234
|
|
|
27,097
|
|
|
29,300
|
|
|||
Financial Services
|
3,353
|
|
|
2,930
|
|
|
2,798
|
|
|||
|
$
|
31,587
|
|
|
$
|
30,027
|
|
|
$
|
32,098
|
|
(a)
|
Other homebuilding includes amortization of intangible assets
|
|
Operating Data by Segment ($000's omitted)
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Equity in (earnings) loss of unconsolidated entities:
|
|
|
|
|
|
||||||
Northeast
|
$
|
(58
|
)
|
|
$
|
(4
|
)
|
|
$
|
15
|
|
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|||
Florida
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Texas
|
—
|
|
|
—
|
|
|
—
|
|
|||
North
|
(608
|
)
|
|
(1,497
|
)
|
|
(121
|
)
|
|||
Southwest
|
(678
|
)
|
|
(1,137
|
)
|
|
(2,561
|
)
|
|||
Other homebuilding
|
355
|
|
|
(1,235
|
)
|
|
(527
|
)
|
|||
|
(993
|
)
|
|
(3,873
|
)
|
|
(3,194
|
)
|
|||
Financial Services
|
(137
|
)
|
|
(186
|
)
|
|
(102
|
)
|
|||
|
$
|
(1,130
|
)
|
|
$
|
(4,059
|
)
|
|
$
|
(3,296
|
)
|
|
Operating Data by Segment
|
||||||||||||||||||
|
($000's omitted)
|
||||||||||||||||||
|
December 31, 2013
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Raw Land
|
|
Total
Inventory |
|
Total
Assets |
||||||||||
Northeast
|
$
|
212,611
|
|
|
$
|
325,241
|
|
|
$
|
106,681
|
|
|
$
|
644,533
|
|
|
$
|
731,259
|
|
Southeast
|
139,484
|
|
|
274,981
|
|
|
146,617
|
|
|
561,082
|
|
|
599,271
|
|
|||||
Florida
|
140,366
|
|
|
295,631
|
|
|
104,766
|
|
|
540,763
|
|
|
618,449
|
|
|||||
Texas
|
130,398
|
|
|
223,979
|
|
|
57,480
|
|
|
411,857
|
|
|
466,198
|
|
|||||
North
|
227,537
|
|
|
350,239
|
|
|
78,945
|
|
|
656,721
|
|
|
716,239
|
|
|||||
Southwest
|
159,350
|
|
|
512,164
|
|
|
201,659
|
|
|
873,173
|
|
|
940,462
|
|
|||||
Other homebuilding
(a)
|
32,401
|
|
|
207,152
|
|
|
50,879
|
|
|
290,432
|
|
|
4,334,591
|
|
|||||
|
1,042,147
|
|
|
2,189,387
|
|
|
747,027
|
|
|
3,978,561
|
|
|
8,406,469
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327,674
|
|
|||||
|
$
|
1,042,147
|
|
|
$
|
2,189,387
|
|
|
$
|
747,027
|
|
|
$
|
3,978,561
|
|
|
$
|
8,734,143
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2012
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Raw Land
|
|
Total
Inventory |
|
Total
Assets |
||||||||||
Northeast
|
$
|
198,549
|
|
|
$
|
445,436
|
|
|
$
|
109,136
|
|
|
$
|
753,121
|
|
|
$
|
866,024
|
|
Southeast
|
147,227
|
|
|
286,210
|
|
|
120,193
|
|
|
553,630
|
|
|
590,650
|
|
|||||
Florida
|
130,276
|
|
|
310,625
|
|
|
100,633
|
|
|
541,534
|
|
|
620,220
|
|
|||||
Texas
|
145,594
|
|
|
256,704
|
|
|
54,556
|
|
|
456,854
|
|
|
523,843
|
|
|||||
North
|
219,172
|
|
|
369,144
|
|
|
46,414
|
|
|
634,730
|
|
|
680,447
|
|
|||||
Southwest
|
226,204
|
|
|
496,488
|
|
|
167,295
|
|
|
889,987
|
|
|
963,540
|
|
|||||
Other homebuilding
(a)
|
49,162
|
|
|
270,771
|
|
|
64,257
|
|
|
384,190
|
|
|
2,140,739
|
|
|||||
|
1,116,184
|
|
|
2,435,378
|
|
|
662,484
|
|
|
4,214,046
|
|
|
6,385,463
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
348,946
|
|
|||||
|
$
|
1,116,184
|
|
|
$
|
2,435,378
|
|
|
$
|
662,484
|
|
|
$
|
4,214,046
|
|
|
$
|
6,734,409
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2011
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Raw Land
|
|
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
|
|
(a)
|
Other homebuilding primarily includes cash and equivalents, capitalized interest, intangibles, deferred tax assets, and other corporate items that are not allocated to the operating segments.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Investments in joint ventures with debt non-recourse to PulteGroup
|
$
|
26,532
|
|
|
$
|
11,155
|
|
Investments in other active joint ventures
|
18,791
|
|
|
34,474
|
|
||
Total investments in unconsolidated entities
|
$
|
45,323
|
|
|
$
|
45,629
|
|
|
|
|
|
||||
Total joint venture debt
|
$
|
12,408
|
|
|
$
|
6,915
|
|
|
|
|
|
||||
PulteGroup proportionate share of joint venture debt:
|
|
|
|
||||
Joint venture debt with limited recourse guaranties
|
$
|
750
|
|
|
$
|
769
|
|
Joint venture debt non-recourse to PulteGroup
|
3,654
|
|
|
826
|
|
||
PulteGroup's total proportionate share of joint venture debt
|
$
|
4,404
|
|
|
$
|
1,595
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
5.25% unsecured senior notes due January 2014
(a)
|
$
|
—
|
|
|
$
|
187,970
|
|
5.70% unsecured senior notes due May 2014
(a)
|
—
|
|
|
208,274
|
|
||
5.20% unsecured senior notes due February 2015
(a)
|
95,633
|
|
|
95,615
|
|
||
5.25% unsecured senior notes due June 2015
(a)
|
233,085
|
|
|
264,058
|
|
||
6.50% unsecured senior notes due May 2016
(a)
|
459,581
|
|
|
457,154
|
|
||
7.625% unsecured senior notes due October 2017
(b)
|
122,663
|
|
|
149,481
|
|
||
7.875% unsecured senior notes due June 2032
(a)
|
299,196
|
|
|
299,152
|
|
||
6.375% unsecured senior notes due May 2033
(a)
|
398,567
|
|
|
398,492
|
|
||
6.00% unsecured senior notes due February 2035
(a)
|
299,443
|
|
|
299,417
|
|
||
7.375% unsecured senior notes due June 2046
(a)
|
150,000
|
|
|
150,000
|
|
||
Total senior notes – carrying value
(c)
|
$
|
2,058,168
|
|
|
$
|
2,509,613
|
|
Estimated fair value
|
$
|
2,070,744
|
|
|
$
|
2,663,451
|
|
(a)
|
Redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries.
|
(b)
|
Not 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.
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Available credit lines
|
$
|
150,000
|
|
|
$
|
150,000
|
|
|
$
|
2,500
|
|
Unused credit lines
|
$
|
44,336
|
|
|
$
|
11,205
|
|
|
$
|
2,500
|
|
Weighted-average interest rate
|
2.90
|
%
|
|
3.00
|
%
|
|
4.50
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
Stock options
|
$
|
1,056
|
|
|
$
|
2,617
|
|
|
$
|
5,228
|
|
Restricted stock (including RSUs and performance shares)
|
13,418
|
|
|
10,077
|
|
|
11,231
|
|
|||
Long-term incentive plans
|
16,006
|
|
|
10,203
|
|
|
511
|
|
|||
|
$
|
30,480
|
|
|
$
|
22,897
|
|
|
$
|
16,970
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
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
|
17,148
|
|
|
$
|
22
|
|
|
21,641
|
|
|
$
|
21
|
|
|
24,004
|
|
|
$
|
21
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
441
|
|
|
8
|
|
||||||
Exercised
|
(1,432
|
)
|
|
14
|
|
|
(2,877
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
||||||
Forfeited
|
(2,829
|
)
|
|
25
|
|
|
(1,616
|
)
|
|
27
|
|
|
(2,804
|
)
|
|
15
|
|
||||||
Outstanding, end of year
|
12,887
|
|
|
$
|
23
|
|
|
17,148
|
|
|
$
|
22
|
|
|
21,641
|
|
|
$
|
21
|
|
|||
Options exercisable at year end
|
12,402
|
|
|
$
|
23
|
|
|
15,719
|
|
|
$
|
23
|
|
|
18,845
|
|
|
$
|
23
|
|
|||
Weighted-average per share fair value of
options granted during the year
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
4.46
|
|
|
|
|
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
|
1,665
|
|
|
4.8
|
|
$
|
10
|
|
|
1,444
|
|
|
$
|
10
|
|
$11.01 to $18.00
|
4,659
|
|
|
5.5
|
|
12
|
|
|
4,395
|
|
|
12
|
|
||
$18.01 to $25.00
|
480
|
|
|
1.2
|
|
23
|
|
|
480
|
|
|
23
|
|
||
$25.01 to $35.00
|
3,894
|
|
|
2.0
|
|
31
|
|
|
3,893
|
|
|
31
|
|
||
$35.01 to $60.00
|
2,189
|
|
|
1.8
|
|
41
|
|
|
2,190
|
|
|
41
|
|
||
|
12,887
|
|
|
3.6
|
|
$
|
23
|
|
|
12,402
|
|
|
$
|
23
|
|
|
Weighted-Average Assumptions
Year Ended December 31,
|
|||||
|
2013
|
|
2012
|
|
2011
|
|
Expected life of options in years
|
N/A
|
|
N/A
|
|
6.2
|
|
Expected stock price volatility
|
N/A
|
|
N/A
|
|
58
|
%
|
Expected dividend yield
|
N/A
|
|
N/A
|
|
0.0
|
%
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
2.7
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
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
|
|||||||||
Unvested at beginning of
year
|
3,822
|
|
|
$
|
9
|
|
|
3,042
|
|
|
$
|
9
|
|
|
2,915
|
|
|
$
|
12
|
|
Granted
|
806
|
|
|
$
|
21
|
|
|
1,461
|
|
|
$
|
10
|
|
|
1,804
|
|
|
$
|
7
|
|
Vested
|
(1,391
|
)
|
|
$
|
11
|
|
|
(544
|
)
|
|
$
|
11
|
|
|
(1,434
|
)
|
|
$
|
12
|
|
Forfeited
|
(26
|
)
|
|
$
|
15
|
|
|
(137
|
)
|
|
$
|
10
|
|
|
(243
|
)
|
|
$
|
11
|
|
Unvested at end of year
|
3,211
|
|
|
$
|
11
|
|
|
3,822
|
|
|
$
|
9
|
|
|
3,042
|
|
|
$
|
9
|
|
Vested, end of year
|
60
|
|
|
$
|
12
|
|
|
51
|
|
|
$
|
10
|
|
|
120
|
|
|
$
|
11
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current provision (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
5,725
|
|
|
$
|
(8,523
|
)
|
|
$
|
(71,796
|
)
|
State and other
|
(1,596
|
)
|
|
(14,068
|
)
|
|
(28,116
|
)
|
|||
|
$
|
4,129
|
|
|
$
|
(22,591
|
)
|
|
$
|
(99,912
|
)
|
Deferred provision (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,833,580
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
State and other
|
(262,843
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
(2,096,423
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Income tax expense (benefit)
|
$
|
(2,092,294
|
)
|
|
$
|
(22,591
|
)
|
|
$
|
(99,912
|
)
|
|
At December 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Non-deductible reserves and other
|
$
|
475,730
|
|
|
$
|
486,990
|
|
Inventory valuation reserves
|
770,566
|
|
|
953,266
|
|
||
Net operating loss ("NOL") carryforwards:
|
|
|
|
||||
Federal
|
726,398
|
|
|
785,302
|
|
||
State
|
292,195
|
|
|
320,831
|
|
||
Alternative minimum tax credits
|
28,683
|
|
|
25,338
|
|
||
Energy credit and charitable contribution carryforward
|
39,978
|
|
|
38,895
|
|
||
|
2,333,550
|
|
|
2,610,622
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Capitalized items, including real estate basis differences,
deducted for tax, net
|
(39,449
|
)
|
|
(84,637
|
)
|
||
Trademarks and tradenames
|
(50,047
|
)
|
|
(56,714
|
)
|
||
|
(89,496
|
)
|
|
(141,351
|
)
|
||
Valuation allowance
|
(157,300
|
)
|
|
(2,469,271
|
)
|
||
Net deferred tax asset (liability)
|
$
|
2,086,754
|
|
|
$
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Unrecognized tax benefits, beginning of period
|
$
|
170,425
|
|
|
$
|
171,863
|
|
|
$
|
258,016
|
|
Increases related to tax positions taken during a prior period
|
12,877
|
|
|
8,782
|
|
|
2,699
|
|
|||
Decreases related to tax positions taken during a prior period
|
(7,502
|
)
|
|
(9,373
|
)
|
|
(79,719
|
)
|
|||
Increases related to tax positions taken during the current
period
|
381
|
|
|
11,797
|
|
|
1,620
|
|
|||
Decreases related to settlements with taxing authorities
|
(1,434
|
)
|
|
—
|
|
|
—
|
|
|||
Reductions as a result of a lapse of the applicable statute of
limitations
|
(1,437
|
)
|
|
(12,644
|
)
|
|
(10,753
|
)
|
|||
Unrecognized tax benefits, end of period
|
$
|
173,310
|
|
|
$
|
170,425
|
|
|
$
|
171,863
|
|
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
|
||||||
December 31,
2013 |
|
December 31,
2012 |
||||||||
|
|
|
|
|
|
|
||||
Measured at fair value on a recurring basis:
|
|
|
|
|
|
|
||||
Residential mortgage loans available-for-sale
|
|
Level 2
|
|
$
|
287,933
|
|
|
$
|
318,931
|
|
Interest rate lock commitments
|
|
Level 2
|
|
3,139
|
|
|
6,021
|
|
||
Forward contracts
|
|
Level 2
|
|
4,340
|
|
|
(646
|
)
|
||
Whole loan commitments
|
|
Level 2
|
|
105
|
|
|
(55
|
)
|
||
|
|
|
|
|
|
|
||||
Measured at fair value on a non-recurring basis:
|
|
|
|
|
|
|
||||
House and land inventory
|
|
Level 3
|
|
$
|
—
|
|
|
$
|
11,243
|
|
|
|
|
|
|
|
|
||||
Disclosed at fair value:
|
|
|
|
|
|
|
||||
Cash and equivalents (including restricted cash)
|
|
Level 1
|
|
$
|
1,653,044
|
|
|
$
|
1,476,710
|
|
Financial Services debt
|
|
Level 2
|
|
105,664
|
|
|
138,795
|
|
||
Senior notes
|
|
Level 2
|
|
2,070,744
|
|
|
2,663,451
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Self-insurance liabilities
(Note 13)
|
$
|
668,100
|
|
|
$
|
721,284
|
|
Loan origination liabilities
(Note 13)
|
124,956
|
|
|
164,280
|
|
||
Compensation-related
|
171,686
|
|
|
119,288
|
|
||
Warranty
(Note 13)
|
63,992
|
|
|
64,098
|
|
||
Community development district obligations
(Note 13)
|
26,124
|
|
|
33,119
|
|
||
Liability for land, not owned, under option agreements
(Note 1)
|
24,024
|
|
|
31,066
|
|
||
Accrued interest
|
22,283
|
|
|
28,713
|
|
||
Other
|
276,585
|
|
|
256,215
|
|
||
|
$
|
1,377,750
|
|
|
$
|
1,418,063
|
|
Years Ending December 31,
|
|
||
2014
|
$
|
28,116
|
|
2015
|
25,835
|
|
|
2016
|
22,215
|
|
|
2017
|
15,374
|
|
|
2018
|
13,033
|
|
|
Thereafter
|
56,235
|
|
|
Total minimum lease payments
(a)
|
$
|
160,808
|
|
(a)
|
Minimum payments have not been reduced by minimum sublease rentals of
$10.7 million
due in the future under non-cancelable subleases.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Liabilities, beginning of period
|
$
|
164,280
|
|
|
$
|
128,330
|
|
|
$
|
93,057
|
|
Reserves provided
|
—
|
|
|
49,025
|
|
|
59,349
|
|
|||
Payments
|
(39,324
|
)
|
|
(13,075
|
)
|
|
(24,076
|
)
|
|||
Liabilities, end of period
|
$
|
124,956
|
|
|
$
|
164,280
|
|
|
$
|
128,330
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Warranty liabilities, beginning of period
|
$
|
64,098
|
|
|
$
|
68,025
|
|
|
$
|
80,195
|
|
Reserves provided
|
49,399
|
|
|
45,705
|
|
|
43,875
|
|
|||
Payments
|
(44,925
|
)
|
|
(45,365
|
)
|
|
(54,766
|
)
|
|||
Other adjustments
|
(4,580
|
)
|
|
(4,267
|
)
|
|
(1,279
|
)
|
|||
Warranty liabilities, end of period
|
$
|
63,992
|
|
|
$
|
64,098
|
|
|
$
|
68,025
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of period
|
$
|
721,284
|
|
|
$
|
739,029
|
|
|
$
|
787,918
|
|
Reserves provided
|
64,737
|
|
|
54,262
|
|
|
48,359
|
|
|||
Payments
|
(117,921
|
)
|
|
(72,007
|
)
|
|
(97,248
|
)
|
|||
Balance, end of period
|
$
|
668,100
|
|
|
$
|
721,284
|
|
|
$
|
739,029
|
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
262,364
|
|
|
$
|
1,188,999
|
|
|
$
|
128,966
|
|
|
$
|
—
|
|
|
$
|
1,580,329
|
|
Restricted cash
|
58,699
|
|
|
2,635
|
|
|
11,381
|
|
|
—
|
|
|
72,715
|
|
|||||
House and land inventory
|
—
|
|
|
3,977,851
|
|
|
710
|
|
|
—
|
|
|
3,978,561
|
|
|||||
Land held for sale
|
—
|
|
|
60,701
|
|
|
1,034
|
|
|
—
|
|
|
61,735
|
|
|||||
Land, not owned, under option
agreements
|
—
|
|
|
24,024
|
|
|
—
|
|
|
—
|
|
|
24,024
|
|
|||||
Residential mortgage loans available-
for-sale
|
—
|
|
|
—
|
|
|
287,933
|
|
|
—
|
|
|
287,933
|
|
|||||
Investments in unconsolidated entities
|
68
|
|
|
41,319
|
|
|
3,936
|
|
|
—
|
|
|
45,323
|
|
|||||
Other assets
|
50,251
|
|
|
359,228
|
|
|
51,142
|
|
|
—
|
|
|
460,621
|
|
|||||
Intangible assets
|
—
|
|
|
136,148
|
|
|
—
|
|
|
—
|
|
|
136,148
|
|
|||||
Deferred tax assets, net
|
2,074,137
|
|
|
17
|
|
|
12,600
|
|
|
—
|
|
|
2,086,754
|
|
|||||
Investments in subsidiaries and
intercompany accounts, net
|
4,532,950
|
|
|
(16,513
|
)
|
|
5,939,784
|
|
|
(10,456,221
|
)
|
|
—
|
|
|||||
|
$
|
6,978,469
|
|
|
$
|
5,774,409
|
|
|
$
|
6,437,486
|
|
|
$
|
(10,456,221
|
)
|
|
$
|
8,734,143
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, customer deposits,
accrued and other liabilities
|
$
|
65,334
|
|
|
$
|
1,413,752
|
|
|
$
|
236,258
|
|
|
$
|
—
|
|
|
$
|
1,715,344
|
|
Income tax liabilities
|
206,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,015
|
|
|||||
Financial Services debt
|
—
|
|
|
—
|
|
|
105,664
|
|
|
—
|
|
|
105,664
|
|
|||||
Senior notes
|
2,058,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,058,168
|
|
|||||
Total liabilities
|
2,329,517
|
|
|
1,413,752
|
|
|
341,922
|
|
|
—
|
|
|
4,085,191
|
|
|||||
Total shareholders’ equity
|
4,648,952
|
|
|
4,360,657
|
|
|
6,095,564
|
|
|
(10,456,221
|
)
|
|
4,648,952
|
|
|||||
|
$
|
6,978,469
|
|
|
$
|
5,774,409
|
|
|
$
|
6,437,486
|
|
|
$
|
(10,456,221
|
)
|
|
$
|
8,734,143
|
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
146,168
|
|
|
$
|
1,063,943
|
|
|
$
|
194,649
|
|
|
$
|
—
|
|
|
$
|
1,404,760
|
|
Restricted cash
|
54,546
|
|
|
3,365
|
|
|
14,039
|
|
|
—
|
|
|
71,950
|
|
|||||
House and land inventory
|
—
|
|
|
4,210,201
|
|
|
3,845
|
|
|
—
|
|
|
4,214,046
|
|
|||||
Land held for sale
|
—
|
|
|
91,104
|
|
|
—
|
|
|
—
|
|
|
91,104
|
|
|||||
Land, not owned, under option
agreements
|
—
|
|
|
31,066
|
|
|
—
|
|
|
—
|
|
|
31,066
|
|
|||||
Residential mortgage loans available-
for-sale
|
—
|
|
|
—
|
|
|
318,931
|
|
|
—
|
|
|
318,931
|
|
|||||
Investments in unconsolidated entities
|
1,528
|
|
|
40,973
|
|
|
3,128
|
|
|
—
|
|
|
45,629
|
|
|||||
Other assets
|
28,951
|
|
|
324,109
|
|
|
54,615
|
|
|
—
|
|
|
407,675
|
|
|||||
Intangible assets
|
—
|
|
|
149,248
|
|
|
—
|
|
|
—
|
|
|
149,248
|
|
|||||
Investments in subsidiaries and
intercompany accounts, net
|
4,723,466
|
|
|
7,198,710
|
|
|
6,296,915
|
|
|
(18,219,091
|
)
|
|
—
|
|
|||||
|
$
|
4,954,659
|
|
|
$
|
13,112,719
|
|
|
$
|
6,886,122
|
|
|
$
|
(18,219,091
|
)
|
|
$
|
6,734,409
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, customer deposits,
accrued and other liabilities
|
$
|
56,565
|
|
|
$
|
1,343,653
|
|
|
$
|
297,302
|
|
|
$
|
—
|
|
|
$
|
1,697,520
|
|
Income tax liabilities
|
198,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,865
|
|
|||||
Financial Services debt
|
—
|
|
|
—
|
|
|
138,795
|
|
|
—
|
|
|
138,795
|
|
|||||
Senior notes
|
2,509,613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,509,613
|
|
|||||
Total liabilities
|
2,765,043
|
|
|
1,343,653
|
|
|
436,097
|
|
|
—
|
|
|
4,544,793
|
|
|||||
Total shareholders’ equity
|
2,189,616
|
|
|
11,769,066
|
|
|
6,450,025
|
|
|
(18,219,091
|
)
|
|
2,189,616
|
|
|||||
|
$
|
4,954,659
|
|
|
$
|
13,112,719
|
|
|
$
|
6,886,122
|
|
|
$
|
(18,219,091
|
)
|
|
$
|
6,734,409
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale revenues
|
$
|
—
|
|
|
$
|
5,424,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,424,309
|
|
Land sale revenues
|
—
|
|
|
114,335
|
|
|
—
|
|
|
—
|
|
|
114,335
|
|
|||||
|
—
|
|
|
5,538,644
|
|
|
—
|
|
|
—
|
|
|
5,538,644
|
|
|||||
Financial Services
|
—
|
|
|
2,353
|
|
|
138,598
|
|
|
—
|
|
|
140,951
|
|
|||||
|
—
|
|
|
5,540,997
|
|
|
138,598
|
|
|
—
|
|
|
5,679,595
|
|
|||||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale cost of revenues
|
—
|
|
|
4,310,528
|
|
|
—
|
|
|
—
|
|
|
4,310,528
|
|
|||||
Land sale cost of revenues
|
—
|
|
|
104,426
|
|
|
—
|
|
|
—
|
|
|
104,426
|
|
|||||
|
—
|
|
|
4,414,954
|
|
|
—
|
|
|
—
|
|
|
4,414,954
|
|
|||||
Financial Services expenses
|
832
|
|
|
970
|
|
|
90,577
|
|
|
—
|
|
|
92,379
|
|
|||||
Selling, general, and administrative
expenses
|
—
|
|
|
573,904
|
|
|
(5,404
|
)
|
|
—
|
|
|
568,500
|
|
|||||
Other expense, net
|
26,870
|
|
|
49,681
|
|
|
4,202
|
|
|
—
|
|
|
80,753
|
|
|||||
Interest income
|
(349
|
)
|
|
(3,954
|
)
|
|
(92
|
)
|
|
—
|
|
|
(4,395
|
)
|
|||||
Interest expense
|
712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
712
|
|
|||||
Intercompany interest
|
17,518
|
|
|
(8,260
|
)
|
|
(9,258
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in (earnings) loss of
unconsolidated entities
|
1,461
|
|
|
(1,783
|
)
|
|
(808
|
)
|
|
—
|
|
|
(1,130
|
)
|
|||||
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
|
(47,044
|
)
|
|
515,485
|
|
|
59,381
|
|
|
—
|
|
|
527,822
|
|
|||||
Income tax expense (benefit)
|
(2,113,827
|
)
|
|
(799
|
)
|
|
22,332
|
|
|
—
|
|
|
(2,092,294
|
)
|
|||||
Income (loss) before equity in income
(loss) of subsidiaries
|
2,066,783
|
|
|
516,284
|
|
|
37,049
|
|
|
—
|
|
|
2,620,116
|
|
|||||
Equity in income (loss) of subsidiaries
|
553,333
|
|
|
35,086
|
|
|
485,400
|
|
|
(1,073,819
|
)
|
|
—
|
|
|||||
Net income (loss)
|
2,620,116
|
|
|
551,370
|
|
|
522,449
|
|
|
(1,073,819
|
)
|
|
2,620,116
|
|
|||||
Other comprehensive income (loss)
|
197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|||||
Comprehensive income (loss)
|
$
|
2,620,313
|
|
|
$
|
551,370
|
|
|
$
|
522,449
|
|
|
$
|
(1,073,819
|
)
|
|
$
|
2,620,313
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale revenues
|
$
|
—
|
|
|
$
|
4,552,412
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,552,412
|
|
Land sale revenues
|
—
|
|
|
106,698
|
|
|
—
|
|
|
—
|
|
|
106,698
|
|
|||||
|
—
|
|
|
4,659,110
|
|
|
—
|
|
|
—
|
|
|
4,659,110
|
|
|||||
Financial Services
|
—
|
|
|
2,082
|
|
|
158,806
|
|
|
—
|
|
|
160,888
|
|
|||||
|
—
|
|
|
4,661,192
|
|
|
158,806
|
|
|
—
|
|
|
4,819,998
|
|
|||||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale cost of revenues
|
—
|
|
|
3,833,451
|
|
|
—
|
|
|
—
|
|
|
3,833,451
|
|
|||||
Land sale cost of revenues
|
—
|
|
|
94,880
|
|
|
—
|
|
|
—
|
|
|
94,880
|
|
|||||
|
—
|
|
|
3,928,331
|
|
|
—
|
|
|
—
|
|
|
3,928,331
|
|
|||||
Financial Services expenses
|
379
|
|
|
567
|
|
|
134,565
|
|
|
—
|
|
|
135,511
|
|
|||||
Selling, general, and administrative
expenses
|
—
|
|
|
515,283
|
|
|
(826
|
)
|
|
—
|
|
|
514,457
|
|
|||||
Other expense, net
|
32,027
|
|
|
33,506
|
|
|
765
|
|
|
—
|
|
|
66,298
|
|
|||||
Interest income
|
(229
|
)
|
|
(4,597
|
)
|
|
(87
|
)
|
|
—
|
|
|
(4,913
|
)
|
|||||
Interest expense
|
819
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
819
|
|
|||||
Intercompany interest
|
587,281
|
|
|
(573,852
|
)
|
|
(13,429
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in (earnings) loss of
unconsolidated entities
|
(1
|
)
|
|
(3,555
|
)
|
|
(503
|
)
|
|
—
|
|
|
(4,059
|
)
|
|||||
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
|
(620,276
|
)
|
|
765,509
|
|
|
38,321
|
|
|
—
|
|
|
183,554
|
|
|||||
Income tax expense (benefit)
|
426
|
|
|
(22,299
|
)
|
|
(718
|
)
|
|
—
|
|
|
(22,591
|
)
|
|||||
Income (loss) before equity in income
(loss) of subsidiaries
|
(620,702
|
)
|
|
787,808
|
|
|
39,039
|
|
|
—
|
|
|
206,145
|
|
|||||
Equity in income (loss) of subsidiaries
|
826,847
|
|
|
34,596
|
|
|
476,806
|
|
|
(1,338,249
|
)
|
|
—
|
|
|||||
Net income (loss)
|
206,145
|
|
|
822,404
|
|
|
515,845
|
|
|
(1,338,249
|
)
|
|
206,145
|
|
|||||
Other comprehensive income (loss)
|
314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
314
|
|
|||||
Comprehensive income (loss)
|
$
|
206,459
|
|
|
$
|
822,404
|
|
|
$
|
515,845
|
|
|
$
|
(1,338,249
|
)
|
|
$
|
206,459
|
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
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
|
)
|
|||||
Other comprehensive income (loss)
|
213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|||||
Comprehensive income (loss)
|
$
|
(210,175
|
)
|
|
$
|
(136,787
|
)
|
|
$
|
(111,466
|
)
|
|
$
|
248,253
|
|
|
$
|
(210,175
|
)
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities
|
$
|
(41
|
)
|
|
$
|
865,267
|
|
|
$
|
15,910
|
|
|
$
|
—
|
|
|
$
|
881,136
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions from unconsolidated
entities
|
—
|
|
|
1,001
|
|
|
—
|
|
|
—
|
|
|
1,001
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(1,677
|
)
|
|
—
|
|
|
—
|
|
|
(1,677
|
)
|
|||||
Net change in loans held for investment
|
—
|
|
|
—
|
|
|
(12,265
|
)
|
|
—
|
|
|
(12,265
|
)
|
|||||
Change in restricted cash related to
letters of credit
|
(4,152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,152
|
)
|
|||||
Proceeds from the sale of property and
equipment
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Capital expenditures
|
—
|
|
|
(26,472
|
)
|
|
(2,427
|
)
|
|
—
|
|
|
(28,899
|
)
|
|||||
Net cash provided by (used in) investing
activities
|
(4,152
|
)
|
|
(27,133
|
)
|
|
(14,692
|
)
|
|
—
|
|
|
(45,977
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Services borrowings
(repayments)
|
—
|
|
|
—
|
|
|
(33,131
|
)
|
|
|
|
(33,131
|
)
|
||||||
Other borrowings (repayments)
|
(485,048
|
)
|
|
5,221
|
|
|
|
|
|
|
|
(479,827
|
)
|
||||||
Stock option exercises
|
19,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,411
|
|
|||||
Stock repurchases
|
(127,661
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127,661
|
)
|
|||||
Dividends paid
|
(38,382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,382
|
)
|
|||||
Intercompany activities, net
|
752,069
|
|
|
(718,299
|
)
|
|
(33,770
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in)
financing activities
|
120,389
|
|
|
(713,078
|
)
|
|
(66,901
|
)
|
|
—
|
|
|
(659,590
|
)
|
|||||
Net increase (decrease) in cash and
equivalents
|
116,196
|
|
|
125,056
|
|
|
(65,683
|
)
|
|
—
|
|
|
175,569
|
|
|||||
Cash and equivalents at beginning of year
|
146,168
|
|
|
1,063,943
|
|
|
194,649
|
|
|
—
|
|
|
1,404,760
|
|
|||||
Cash and equivalents at end of year
|
$
|
262,364
|
|
|
$
|
1,188,999
|
|
|
$
|
128,966
|
|
|
$
|
—
|
|
|
$
|
1,580,329
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities
|
$
|
(582,762
|
)
|
|
$
|
1,332,342
|
|
|
$
|
10,560
|
|
|
$
|
—
|
|
|
$
|
760,140
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions from unconsolidated
entities
|
—
|
|
|
3,029
|
|
|
—
|
|
|
—
|
|
|
3,029
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(16,456
|
)
|
|
—
|
|
|
—
|
|
|
(16,456
|
)
|
|||||
Net change in loans held for investment
|
—
|
|
|
—
|
|
|
836
|
|
|
—
|
|
|
836
|
|
|||||
Change in restricted cash related to
letters of credit
|
28,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,653
|
|
|||||
Proceeds from the sale of property and
equipment
|
—
|
|
|
7,586
|
|
|
—
|
|
|
—
|
|
|
7,586
|
|
|||||
Capital expenditures
|
—
|
|
|
(10,831
|
)
|
|
(3,111
|
)
|
|
—
|
|
|
(13,942
|
)
|
|||||
Net cash provided by (used in) investing
activities
|
28,653
|
|
|
(16,672
|
)
|
|
(2,275
|
)
|
|
—
|
|
|
9,706
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Services borrowings
(repayments)
|
—
|
|
|
—
|
|
|
138,795
|
|
|
—
|
|
|
138,795
|
|
|||||
Other borrowings (repayments)
|
(620,700
|
)
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
(618,800
|
)
|
|||||
Stock option exercises
|
32,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,809
|
|
|||||
Stock repurchases
|
(961
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(961
|
)
|
|||||
Intercompany activities, net
|
1,169,842
|
|
|
(1,129,188
|
)
|
|
(40,654
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in)
financing activities
|
580,990
|
|
|
(1,127,288
|
)
|
|
98,141
|
|
|
—
|
|
|
(448,157
|
)
|
|||||
Net increase (decrease) in cash and
equivalents
|
26,881
|
|
|
188,382
|
|
|
106,426
|
|
|
—
|
|
|
321,689
|
|
|||||
Cash and equivalents at beginning of year
|
119,287
|
|
|
875,561
|
|
|
88,223
|
|
|
—
|
|
|
1,083,071
|
|
|||||
Cash and equivalents at end of year
|
$
|
146,168
|
|
|
$
|
1,063,943
|
|
|
$
|
194,649
|
|
|
$
|
—
|
|
|
$
|
1,404,760
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities
|
$
|
(86,000
|
)
|
|
$
|
520,024
|
|
|
$
|
(416,745
|
)
|
|
$
|
—
|
|
|
$
|
17,279
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions from unconsolidated
entities
|
—
|
|
|
4,531
|
|
|
—
|
|
|
—
|
|
|
4,531
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(4,603
|
)
|
|
—
|
|
|
—
|
|
|
(4,603
|
)
|
|||||
Net change in loans held for
investment
|
—
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|||||
Change in restricted cash related to
letters of credit
|
(83,199
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,199
|
)
|
|||||
Proceeds from the sale of property and
equipment
|
—
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other borrowings (repayments)
|
(320,973
|
)
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
(321,133
|
)
|
|||||
Stock repurchases
|
(2,836
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,836
|
)
|
|||||
Intercompany activities, net
|
602,295
|
|
|
(743,078
|
)
|
|
140,783
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in)
financing activities
|
278,486
|
|
|
(743,238
|
)
|
|
140,783
|
|
|
—
|
|
|
(323,969
|
)
|
|||||
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
|
|
|
1st
Quarter |
|
2nd
Quarter |
|
3rd
Quarter |
|
4th
Quarter |
|
Total
(b)
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,125,883
|
|
|
$
|
1,240,060
|
|
|
$
|
1,547,742
|
|
|
$
|
1,624,959
|
|
|
$
|
5,538,644
|
|
Cost of revenues
|
923,488
|
|
|
1,011,528
|
|
|
1,230,070
|
|
|
1,249,868
|
|
|
4,414,954
|
|
|||||
Income before income taxes
(a)
|
68,037
|
|
|
21,971
|
|
|
163,594
|
|
|
225,511
|
|
|
479,113
|
|
|||||
Financial Services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
36,873
|
|
|
$
|
39,362
|
|
|
$
|
34,336
|
|
|
$
|
30,380
|
|
|
$
|
140,951
|
|
Income before income taxes
|
14,313
|
|
|
16,359
|
|
|
11,128
|
|
|
6,909
|
|
|
48,709
|
|
|||||
Consolidated results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,162,756
|
|
|
$
|
1,279,422
|
|
|
$
|
1,582,078
|
|
|
$
|
1,655,339
|
|
|
$
|
5,679,595
|
|
Income before income taxes
|
82,350
|
|
|
38,330
|
|
|
174,722
|
|
|
232,420
|
|
|
527,822
|
|
|||||
Income tax expense (benefit)
(c)
|
588
|
|
|
1,913
|
|
|
(2,107,162
|
)
|
|
12,367
|
|
|
(2,092,294
|
)
|
|||||
Net income
|
$
|
81,762
|
|
|
$
|
36,417
|
|
|
$
|
2,281,884
|
|
|
$
|
220,053
|
|
|
$
|
2,620,116
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.09
|
|
|
$
|
5.92
|
|
|
$
|
0.58
|
|
|
$
|
6.79
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.09
|
|
|
$
|
5.87
|
|
|
$
|
0.57
|
|
|
$
|
6.72
|
|
Number of shares used in calculation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
384,228
|
|
|
385,389
|
|
|
382,883
|
|
|
379,879
|
|
|
383,077
|
|
|||||
Effect of dilutive securities
|
6,093
|
|
|
5,791
|
|
|
3,220
|
|
|
3,845
|
|
|
3,789
|
|
|||||
Diluted
|
390,321
|
|
|
391,180
|
|
|
386,103
|
|
|
383,724
|
|
|
386,866
|
|
(a)
|
Homebuilding income before income taxes in the 2nd Quarter includes charges totaling
$66.6 million
consisting of losses on debt retirements, costs associated with the relocation of our corporate headquarters, and a contractual dispute related to a previously completed luxury community.
|
(b)
|
Due to rounding, the sum of quarterly results may not equal the total for the year. Additionally, quarterly and year-to-date computations of per share amounts are made independently.
|
(c)
|
Income tax expense (benefit) in the 3rd Quarter includes a benefit of
$2.1 billion
related to the reversal of substantially all of the valuation allowance previously recorded against our deferred tax assets.
|
|
1st
Quarter |
|
2nd
Quarter |
|
3rd
Quarter |
|
4th
Quarter |
|
Total
(c)
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
852,184
|
|
|
$
|
1,033,154
|
|
|
$
|
1,255,327
|
|
|
$
|
1,518,445
|
|
|
$
|
4,659,110
|
|
Cost of revenues
|
745,563
|
|
|
876,990
|
|
|
1,044,765
|
|
|
1,261,012
|
|
|
3,928,331
|
|
|||||
Income (loss) before income taxes
(a)
|
(20,352
|
)
|
|
23,939
|
|
|
79,179
|
|
|
75,225
|
|
|
157,991
|
|
|||||
Financial Services:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
28,852
|
|
|
$
|
36,251
|
|
|
$
|
47,264
|
|
|
$
|
48,521
|
|
|
$
|
160,888
|
|
Income (loss) before income taxes
(b)
|
6,861
|
|
|
15,987
|
|
|
26,727
|
|
|
(24,012
|
)
|
|
25,563
|
|
|||||
Consolidated results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
881,036
|
|
|
$
|
1,069,405
|
|
|
$
|
1,302,591
|
|
|
$
|
1,566,966
|
|
|
$
|
4,819,998
|
|
Income (loss) before income taxes
|
(13,491
|
)
|
|
39,926
|
|
|
105,906
|
|
|
51,213
|
|
|
183,554
|
|
|||||
Income tax expense (benefit)
|
(1,825
|
)
|
|
(2,510
|
)
|
|
(10,727
|
)
|
|
(7,529
|
)
|
|
(22,591
|
)
|
|||||
Net income (loss)
|
$
|
(11,666
|
)
|
|
$
|
42,436
|
|
|
$
|
116,633
|
|
|
$
|
58,742
|
|
|
$
|
206,145
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
0.31
|
|
|
$
|
0.15
|
|
|
$
|
0.54
|
|
Diluted
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.54
|
|
Number of shares used in calculation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
380,502
|
|
|
380,655
|
|
|
381,355
|
|
|
383,404
|
|
|
381,562
|
|
|||||
Effect of dilutive securities
|
—
|
|
|
1,548
|
|
|
3,215
|
|
|
5,900
|
|
|
3,002
|
|
|||||
Diluted
|
380,502
|
|
|
382,203
|
|
|
384,570
|
|
|
389,304
|
|
|
384,564
|
|
(a)
|
Homebuilding income (loss) before income taxes includes losses on debt retirements of
$32.1 million
in the 4th Quarter.
|
(b)
|
Financial Services income (loss) before income taxes includes additional loan origination reserves of
$49.0 million
in the 4th Quarter.
|
(c)
|
Due to rounding, the sum of quarterly results may not equal the total for the year. Additionally, quarterly and year-to-date computations of per share amounts are made independently.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
(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
|
(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)
|
|
|
|
|
|
|
|
(c)
|
|
First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4-1 of our Current Report on Form 8-K, filed with the SEC on March 15, 2013)
|
|
|
|
|
|
(10)
|
|
(a)
|
|
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)
|
|
|
|
|
|
|
|
(b)
|
|
PulteGroup, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, No. 333-115570)
|
|
|
|
|
|
|
|
(c)
|
|
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)
|
|
|
|
|
|
|
|
(d)
|
|
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)
|
|
|
|
|
|
|
|
(e)
|
|
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)
|
|
|
|
|
|
|
|
(f)
|
|
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)
|
|
|
|
|
|
|
|
(g)
|
|
PulteGroup, Inc. 2008 Senior Management Incentive Plan (Incorporated by reference to our Proxy Statement dated April 7, 2008)
|
|
|
|
|
|
|
|
(h)
|
|
PulteGroup, Inc. 2013 Senior Management Incentive Plan (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on May 13, 2013)
|
|
|
|
|
|
|
|
(i)
|
|
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)
|
|
|
|
|
|
|
|
(j)
|
|
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)
|
|
|
|
|
|
|
|
(k)
|
|
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)
|
|
|
|
|
|
|
|
(l)
|
|
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)
|
|
|
|
|
|
|
|
(m)
|
|
PulteGroup, Inc. 2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on May 13, 2013)
|
|
|
|
|
|
|
|
(n)
|
|
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)
|
|
|
|
|
|
|
|
(o)
|
|
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)
|
|
|
|
|
|
|
|
(p)
|
|
Form of Restricted Stock Award Agreement (as amended) under PulteGroup, Inc. 2004 Stock Incentive Plan (Filed herewith)
|
|
|
|
|
|
|
|
(q)
|
|
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)
|
|
|
|
|
|
|
|
(r)
|
|
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)
|
|
|
|
|
|
|
|
(s)
|
|
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)
|
|
|
|
|
|
|
|
(t)
|
|
Form of Performance Share Award Agreement under PulteGroup, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10(w) of our Annual Report on Form 10-K for the year ended December 31, 2011 )
|
|
|
|
|
|
|
|
(u)
|
|
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)
|
|
|
|
|
|
|
|
(v)
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
|
XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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February 5, 2014
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By:
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/s/ Robert T. O'Shaughnessy
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Robert T. O'Shaughnessy
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Executive Vice President
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and Chief Financial Officer
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Signature
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Title
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Date
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/s/ Richard J. Dugas, Jr.
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Chairman of the Board of Directors, President, and Chief Executive Officer
(Principal Executive Officer)
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February 5, 2014
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Richard J. Dugas, Jr.
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/s/ Robert T. O'Shaughnessy
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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February 5, 2014
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Robert T. O'Shaughnessy
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/s/ James L. Ossowski
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Vice President, Finance and Controller
(Principal Accounting Officer)
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February 5, 2014
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James L. Ossowski
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/s/ Brian P. Anderson
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Member of Board of Directors
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February 5, 2014
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Brian P. Anderson
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/s/ Bryce Blair
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Member of Board of Directors
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February 5, 2014
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Bryce Blair
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/s/ Thomas J. Folliard
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Member of Board of Directors
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February 5, 2014
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Thomas J. Folliard
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/s/ Cheryl W. Grisé
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Member of Board of Directors
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February 5, 2014
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Cheryl W. Grisé
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/s/ André J. Hawaux
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Member of Board of Directors
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February 5, 2014
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André J. Hawaux
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/s/ Debra J. Kelly-Ennis
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Member of Board of Directors
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February 5, 2014
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Debra J. Kelly-Ennis
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/s/ Patrick J. O’Leary
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Member of Board of Directors
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February 5, 2014
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Patrick J. O’Leary
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/s/ James J. Postl
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Member of Board of Directors
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February 5, 2014
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James J. Postl
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(a)
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Receipt by the Agent of this Amendment duly executed by the Seller, the Agent and the Buyers.
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Years Ended December 31,
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||||||||||||||||||
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2013
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2012
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2011
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2010
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2009
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||||||||||
Earnings:
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||||||||||
Income (loss) from continuing operations before
income taxes
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$
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527,822
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$
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183,554
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$
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(310,300
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)
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$
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(1,234,546
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)
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$
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(1,975,119
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)
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Fixed charges
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162,418
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210,394
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231,208
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281,582
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261,303
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|||||
Amortization of capitalized interest
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255,065
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224,291
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189,382
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180,918
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165,355
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Capitalized interest
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(154,107
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)
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(201,103
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)
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(221,071
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)
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(264,932
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)
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(234,700
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)
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Distributions in excess (less than) earnings of
affiliates
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767
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3,324
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3,628
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2,601
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31,195
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|||||
Income as adjusted
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$
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791,965
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$
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420,460
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$
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(107,153
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)
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$
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(1,034,377
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)
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$
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(1,751,966
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)
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Fixed charges:
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||||||||||
Interest expensed and capitalized
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$
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154,819
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$
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202,395
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$
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222,383
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$
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269,296
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$
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244,618
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Portion of rents representative of interest factor
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7,599
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7,999
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8,825
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12,286
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16,079
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|||||
Interest expense related to guaranteed debt of 50%
or less owned affiliate
(a)
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—
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—
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—
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—
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606
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|||||
Fixed charges
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$
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162,418
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$
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210,394
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$
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231,208
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$
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281,582
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$
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261,303
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Ratio of earnings to fixed charges
(b)
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4.9
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2.0
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—
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—
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—
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(a)
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Includes imputed interest related to certain guaranteed joint venture debt for which we have made or expect to make cash expenditures.
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(b)
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Earnings for years ended December 31, 2011, 2010, and 2009 were inadequate to cover fixed charges. Additional earnings of
$0.3 billion
,
$1.3 billion
, and
$2.0 billion
, respectively, would have been necessary to bring the ratio to 1.0.
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Company Name
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Jurisdiction of Formation
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Centex Construction of New Mexico, LLC
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Delaware
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Centex LLC
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Nevada
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Centex Homes
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Nevada
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Contractors Insurance Company of North America, Inc., a Risk Retention Group
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Hawaii
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Del Webb Communities, Inc.
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Arizona
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Del Webb Corporation
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Delaware
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Del Webb Texas Limited Partnership
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Arizona
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DiVosta Homes, L.P.
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Delaware
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North American Builders Indemnity Company
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Hawaii
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PN II, Inc.
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Nevada
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Pulte Home Corporation
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Michigan
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Pulte Homes of Indiana, LLC
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Indiana
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Pulte Homes of Minnesota LLC
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Minnesota
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Pulte Homes of New England LLC
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Michigan
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Pulte Homes of New Mexico, Inc.
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Michigan
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Pulte Homes of NJ, L.P.
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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 of Texas, L.P.
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Texas
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Pulte Land Company, LLC
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Michigan
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Pulte Mortgage LLC
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Delaware
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Pulte Realty Limited Partnership
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Michigan
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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.
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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 have:
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a.
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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;
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b.
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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.
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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.
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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):
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a.
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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
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b.
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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.
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Date:
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February 5, 2014
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/s/ Richard J. Dugas, Jr.
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Richard J. Dugas, Jr.
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Chairman, President, and Chief Executive Officer
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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.
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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 have:
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a.
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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;
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b.
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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.
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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.
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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):
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a.
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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
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b.
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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.
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Date:
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February 5, 2014
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/s/ Robert T. O'Shaughnessy
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Robert T. O'Shaughnessy
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Executive Vice President and
Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date:
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February 5, 2014
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/s/ Richard J. Dugas, Jr.
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Richard J. Dugas, Jr.
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Chairman, President, and Chief Executive Officer
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/s/ Robert T. O'Shaughnessy
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Robert T. O'Shaughnessy
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Executive Vice President and
Chief Financial Officer
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