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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Page
No.
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PART I
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Item 1
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Item 2
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Item 3
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Item 4
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PART II
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Item 2
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Item 6
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March 31,
2017 |
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December 31,
2016 |
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(Unaudited)
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(Note)
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||||
ASSETS
|
|
|
|
||||
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|
||||
Cash and equivalents
|
$
|
397,758
|
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$
|
698,882
|
|
Restricted cash
|
26,105
|
|
|
24,366
|
|
||
Total cash, cash equivalents, and restricted cash
|
423,863
|
|
|
723,248
|
|
||
House and land inventory
|
7,028,335
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|
6,770,655
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|
||
Land held for sale
|
48,563
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|
31,728
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|
||
Residential mortgage loans available-for-sale
|
345,379
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|
|
539,496
|
|
||
Investments in unconsolidated entities
|
65,293
|
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|
51,447
|
|
||
Other assets
|
829,625
|
|
|
857,426
|
|
||
Intangible assets
|
151,342
|
|
|
154,792
|
|
||
Deferred tax assets, net
|
1,028,414
|
|
|
1,049,408
|
|
||
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$
|
9,920,814
|
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$
|
10,178,200
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|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
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|
||||
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Liabilities:
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|
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|
||||
Accounts payable
|
$
|
367,180
|
|
|
$
|
405,455
|
|
Customer deposits
|
240,745
|
|
|
187,891
|
|
||
Accrued and other liabilities
|
1,360,418
|
|
|
1,448,994
|
|
||
Income tax liabilities
|
41,941
|
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|
34,860
|
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Financial Services debt
|
140,381
|
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|
331,621
|
|
||
Senior notes
|
3,110,004
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3,110,016
|
|
||
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5,260,669
|
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5,518,837
|
|
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Shareholders' equity
|
4,660,145
|
|
|
4,659,363
|
|
||
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$
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9,920,814
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$
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10,178,200
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Three Months Ended
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||||||
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March 31,
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||||||
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2017
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|
2016
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||||
Revenues:
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|
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Homebuilding
|
|
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|
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Home sale revenues
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$
|
1,585,421
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$
|
1,394,243
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Land sale revenues
|
1,640
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2,487
|
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1,587,061
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1,396,730
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Financial Services
|
41,767
|
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|
35,848
|
|
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Total revenues
|
1,628,828
|
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1,432,578
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Homebuilding Cost of Revenues:
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|
|
||||
Home sale cost of revenues
|
(1,217,678
|
)
|
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(1,038,028
|
)
|
||
Land sale cost of revenues
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(3,228
|
)
|
|
(2,028
|
)
|
||
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(1,220,906
|
)
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(1,040,056
|
)
|
||
|
|
|
|
||||
Financial Services expenses
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(28,367
|
)
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(26,119
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)
|
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Selling, general, and administrative expenses
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(236,268
|
)
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(242,316
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)
|
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Other expense, net
|
(4,022
|
)
|
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(5,874
|
)
|
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Income before income taxes
|
139,265
|
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|
118,213
|
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Income tax expense
|
(47,747
|
)
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(34,913
|
)
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Net income
|
$
|
91,518
|
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$
|
83,300
|
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Per share:
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|
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Basic earnings
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$
|
0.29
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$
|
0.24
|
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Diluted earnings
|
$
|
0.28
|
|
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$
|
0.24
|
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Cash dividends declared
|
$
|
0.09
|
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$
|
0.09
|
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|
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Number of shares used in calculation:
|
|
|
|
||||
Basic
|
317,756
|
|
|
347,815
|
|
||
Effect of dilutive securities
|
2,329
|
|
|
2,662
|
|
||
Diluted
|
320,085
|
|
|
350,477
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
91,518
|
|
|
$
|
83,300
|
|
|
|
|
|
||||
Other comprehensive income, net of tax:
|
|
|
|
||||
Change in value of derivatives
|
21
|
|
|
21
|
|
||
Other comprehensive income
|
21
|
|
|
21
|
|
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Comprehensive income
|
$
|
91,539
|
|
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$
|
83,321
|
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Common Stock
|
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Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
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Retained
Earnings
|
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Total
|
|||||||||||||
Shares
|
|
$
|
|
|||||||||||||||||||
Shareholders' Equity, January 1, 2017
|
319,090
|
|
|
$
|
3,191
|
|
|
$
|
3,116,490
|
|
|
$
|
(526
|
)
|
|
$
|
1,540,208
|
|
|
$
|
4,659,363
|
|
Cumulative effect of accounting change (see
Note 1
)
|
—
|
|
|
—
|
|
|
(406
|
)
|
|
—
|
|
|
18,643
|
|
|
18,237
|
|
|||||
Stock option exercises
|
961
|
|
|
10
|
|
|
11,108
|
|
|
—
|
|
|
—
|
|
|
11,118
|
|
|||||
Share issuances, net of cancellations
|
677
|
|
|
10
|
|
|
3,556
|
|
|
—
|
|
|
—
|
|
|
3,566
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,838
|
)
|
|
(28,838
|
)
|
|||||
Share repurchases
|
(4,696
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(105,472
|
)
|
|
(105,522
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
10,682
|
|
|
—
|
|
|
—
|
|
|
10,682
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,518
|
|
|
91,518
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Shareholders' Equity, March 31, 2017
|
316,032
|
|
|
$
|
3,161
|
|
|
$
|
3,141,430
|
|
|
$
|
(505
|
)
|
|
$
|
1,516,059
|
|
|
$
|
4,660,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shareholders' Equity, January 1, 2016
|
349,149
|
|
|
$
|
3,491
|
|
|
$
|
3,093,802
|
|
|
$
|
(609
|
)
|
|
$
|
1,662,641
|
|
|
$
|
4,759,325
|
|
Stock option exercises
|
4
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Share issuances, net of cancellations
|
456
|
|
|
4
|
|
|
8,852
|
|
|
—
|
|
|
—
|
|
|
8,856
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,459
|
)
|
|
(31,459
|
)
|
|||||
Share repurchases
|
(3,226
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(52,713
|
)
|
|
(52,745
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
6,635
|
|
|
—
|
|
|
—
|
|
|
6,635
|
|
|||||
Excess tax benefits (deficiencies) from share-based awards
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
—
|
|
|
—
|
|
|
(458
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,300
|
|
|
83,300
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Shareholders' Equity, March 31, 2016
|
346,383
|
|
|
$
|
3,463
|
|
|
$
|
3,108,883
|
|
|
$
|
(588
|
)
|
|
$
|
1,661,769
|
|
|
$
|
4,773,527
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
91,518
|
|
|
$
|
83,300
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Deferred income tax expense
|
39,226
|
|
|
50,026
|
|
||
Depreciation and amortization
|
13,209
|
|
|
13,113
|
|
||
Share-based compensation expense
|
14,161
|
|
|
9,355
|
|
||
Other, net
|
4,090
|
|
|
4,447
|
|
||
Increase (decrease) in cash due to:
|
|
|
|
||||
Inventories
|
(267,014
|
)
|
|
(381,910
|
)
|
||
Residential mortgage loans available-for-sale
|
194,117
|
|
|
151,886
|
|
||
Other assets
|
21,858
|
|
|
(25,133
|
)
|
||
Accounts payable, accrued and other liabilities
|
(71,362
|
)
|
|
31,999
|
|
||
Net cash provided by (used in) operating activities
|
39,803
|
|
|
(62,917
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(9,996
|
)
|
|
(9,460
|
)
|
||
Investment in unconsolidated subsidiaries
|
(14,802
|
)
|
|
(13,534
|
)
|
||
Cash used for business acquisition
|
—
|
|
|
(430,011
|
)
|
||
Other investing activities, net
|
1,423
|
|
|
1,253
|
|
||
Net cash used in investing activities
|
(23,375
|
)
|
|
(451,752
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from debt issuance
|
—
|
|
|
991,575
|
|
||
Repayments of debt
|
(1,067
|
)
|
|
(702
|
)
|
||
Borrowings under revolving credit facility
|
—
|
|
|
220,000
|
|
||
Repayments under revolving credit facility
|
—
|
|
|
(220,000
|
)
|
||
Financial Services borrowings (repayments)
|
(191,240
|
)
|
|
(149,263
|
)
|
||
Stock option exercises
|
11,118
|
|
|
52
|
|
||
Share repurchases
|
(105,522
|
)
|
|
(52,745
|
)
|
||
Dividends paid
|
(29,102
|
)
|
|
(31,568
|
)
|
||
Net cash provided by (used in) financing activities
|
(315,813
|
)
|
|
757,349
|
|
||
Net increase (decrease)
|
(299,385
|
)
|
|
242,680
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
723,248
|
|
|
775,435
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
423,863
|
|
|
$
|
1,018,115
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Interest paid (capitalized), net
|
$
|
12,830
|
|
|
$
|
(23,124
|
)
|
Income taxes paid (refunded), net
|
$
|
1,043
|
|
|
$
|
1,212
|
|
|
Three Months Ended
|
||||||
March 31,
|
|||||||
2017
|
|
2016
|
|||||
Write-off of deposits and pre-acquisition costs
|
$
|
1,655
|
|
|
$
|
3,041
|
|
Amortization of intangible assets
|
3,450
|
|
|
3,450
|
|
||
Interest income
|
(833
|
)
|
|
(923
|
)
|
||
Interest expense
|
137
|
|
|
174
|
|
||
Equity in earnings of unconsolidated entities
|
(1,193
|
)
|
|
(170
|
)
|
||
Miscellaneous, net
|
806
|
|
|
302
|
|
||
Total other expense, net
|
$
|
4,022
|
|
|
$
|
5,874
|
|
|
Three Months Ended
|
||||||
March 31,
|
|||||||
2017
|
|
2016
|
|||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
91,518
|
|
|
$
|
83,300
|
|
Less: earnings distributed to participating securities
|
(305
|
)
|
|
(285
|
)
|
||
Less: undistributed earnings allocated to participating securities
|
(618
|
)
|
|
(404
|
)
|
||
Numerator for basic earnings per share
|
$
|
90,595
|
|
|
$
|
82,611
|
|
Add back: undistributed earnings allocated to participating securities
|
618
|
|
|
404
|
|
||
Less: undistributed earnings reallocated to participating securities
|
(613
|
)
|
|
(401
|
)
|
||
Numerator for diluted earnings per share
|
$
|
90,600
|
|
|
$
|
82,614
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Basic shares outstanding
|
317,756
|
|
|
347,815
|
|
||
Effect of dilutive securities
|
2,329
|
|
|
2,662
|
|
||
Diluted shares outstanding
|
320,085
|
|
|
350,477
|
|
||
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.29
|
|
|
$
|
0.24
|
|
Diluted
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Other Assets
|
|
Accrued and Other Liabilities
|
|
Other Assets
|
|
Accrued and Other Liabilities
|
||||||||
Interest rate lock commitments
|
$
|
12,638
|
|
|
$
|
182
|
|
|
$
|
9,194
|
|
|
$
|
501
|
|
Forward contracts
|
323
|
|
|
3,292
|
|
|
8,085
|
|
|
1,004
|
|
||||
Whole loan commitments
|
215
|
|
|
447
|
|
|
1,135
|
|
|
863
|
|
||||
|
$
|
13,176
|
|
|
$
|
3,921
|
|
|
$
|
18,414
|
|
|
$
|
2,368
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Homes under construction
|
$
|
2,149,799
|
|
|
$
|
1,921,259
|
|
Land under development
|
4,181,691
|
|
|
4,072,109
|
|
||
Raw land
|
696,845
|
|
|
777,287
|
|
||
|
$
|
7,028,335
|
|
|
$
|
6,770,655
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Interest in inventory, beginning of period
|
$
|
186,097
|
|
|
$
|
149,498
|
|
Interest capitalized
|
44,923
|
|
|
35,284
|
|
||
Interest expensed
|
(27,192
|
)
|
|
(26,129
|
)
|
||
Interest in inventory, end of period
|
$
|
203,828
|
|
|
$
|
158,653
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Deposits and
Pre-acquisition Costs |
|
Remaining Purchase
Price |
|
Deposits and
Pre-acquisition Costs |
|
Remaining Purchase
Price |
||||||||
Land options with VIEs
|
$
|
71,558
|
|
|
$
|
842,784
|
|
|
$
|
68,527
|
|
|
$
|
849,901
|
|
Other land options
|
124,159
|
|
|
1,149,377
|
|
|
126,909
|
|
|
1,252,662
|
|
||||
|
$
|
195,717
|
|
|
$
|
1,992,161
|
|
|
$
|
195,436
|
|
|
$
|
2,102,563
|
|
Northeast:
|
|
Connecticut, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, Virginia
|
Southeast:
|
|
Georgia, North Carolina, South Carolina, Tennessee
|
Florida:
|
|
Florida
|
Midwest:
|
|
Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
|
Texas:
|
|
Texas
|
West:
|
|
Arizona, California, Nevada, New Mexico, Washington
|
|
Operating Data by Segment
($000’s omitted)
|
||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
||||
Northeast
|
$
|
108,582
|
|
|
$
|
118,654
|
|
Southeast
|
328,764
|
|
|
294,426
|
|
||
Florida
|
314,197
|
|
|
269,841
|
|
||
Midwest
|
244,412
|
|
|
189,892
|
|
||
Texas
|
234,266
|
|
|
213,292
|
|
||
West
|
356,840
|
|
|
310,625
|
|
||
|
1,587,061
|
|
|
1,396,730
|
|
||
Financial Services
|
41,767
|
|
|
35,848
|
|
||
Consolidated revenues
|
$
|
1,628,828
|
|
|
$
|
1,432,578
|
|
|
|
|
|
||||
Income before income taxes:
|
|
|
|
||||
Northeast
|
$
|
4,400
|
|
|
$
|
9,590
|
|
Southeast
|
32,366
|
|
|
19,770
|
|
||
Florida
|
44,523
|
|
|
40,302
|
|
||
Midwest
|
18,254
|
|
|
5,620
|
|
||
Texas
|
32,796
|
|
|
28,517
|
|
||
West
|
34,084
|
|
|
33,507
|
|
||
Other homebuilding
(a)
|
(40,661
|
)
|
|
(28,873
|
)
|
||
|
125,762
|
|
|
108,433
|
|
||
Financial Services
|
13,503
|
|
|
9,780
|
|
||
Consolidated income before income taxes
|
$
|
139,265
|
|
|
$
|
118,213
|
|
(a)
|
Other homebuilding includes the amortization of intangible assets, amortization of capitalized interest, and other items not allocated to the operating segments.
|
|
Operating Data by Segment
|
||||||||||||||||||
|
($000's omitted)
|
||||||||||||||||||
|
March 31, 2017
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Raw Land
|
|
Total
Inventory |
|
Total
Assets |
||||||||||
Northeast
|
$
|
210,725
|
|
|
$
|
354,338
|
|
|
$
|
136,534
|
|
|
$
|
701,597
|
|
|
$
|
804,319
|
|
Southeast
|
378,835
|
|
|
647,074
|
|
|
145,945
|
|
|
1,171,854
|
|
|
1,277,838
|
|
|||||
Florida
|
329,061
|
|
|
811,341
|
|
|
113,061
|
|
|
1,253,463
|
|
|
1,389,509
|
|
|||||
Midwest
|
314,479
|
|
|
447,268
|
|
|
64,595
|
|
|
826,342
|
|
|
893,002
|
|
|||||
Texas
|
247,286
|
|
|
411,947
|
|
|
69,345
|
|
|
728,578
|
|
|
816,230
|
|
|||||
West
|
637,449
|
|
|
1,268,496
|
|
|
143,165
|
|
|
2,049,110
|
|
|
2,273,198
|
|
|||||
Other homebuilding
(a)
|
31,964
|
|
|
241,227
|
|
|
24,200
|
|
|
297,391
|
|
|
2,055,489
|
|
|||||
|
2,149,799
|
|
|
4,181,691
|
|
|
696,845
|
|
|
7,028,335
|
|
|
9,509,585
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411,229
|
|
|||||
|
$
|
2,149,799
|
|
|
$
|
4,181,691
|
|
|
$
|
696,845
|
|
|
$
|
7,028,335
|
|
|
$
|
9,920,814
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2016
|
||||||||||||||||||
|
Homes Under
Construction |
|
Land Under
Development |
|
Raw Land
|
|
Total
Inventory |
|
Total
Assets |
||||||||||
Northeast
|
$
|
175,253
|
|
|
$
|
375,899
|
|
|
$
|
135,447
|
|
|
$
|
686,599
|
|
|
$
|
798,369
|
|
Southeast
|
354,047
|
|
|
650,805
|
|
|
148,793
|
|
|
1,153,645
|
|
|
1,243,188
|
|
|||||
Florida
|
309,525
|
|
|
683,376
|
|
|
183,168
|
|
|
1,176,069
|
|
|
1,330,847
|
|
|||||
Midwest
|
256,649
|
|
|
474,287
|
|
|
50,302
|
|
|
781,238
|
|
|
851,457
|
|
|||||
Texas
|
219,606
|
|
|
413,312
|
|
|
74,750
|
|
|
707,668
|
|
|
793,917
|
|
|||||
West
|
580,082
|
|
|
1,226,190
|
|
|
159,387
|
|
|
1,965,659
|
|
|
2,200,058
|
|
|||||
Other homebuilding
(a)
|
26,097
|
|
|
248,240
|
|
|
25,440
|
|
|
299,777
|
|
|
2,351,082
|
|
|||||
|
1,921,259
|
|
|
4,072,109
|
|
|
777,287
|
|
|
6,770,655
|
|
|
9,568,918
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
609,282
|
|
|||||
|
$
|
1,921,259
|
|
|
$
|
4,072,109
|
|
|
$
|
777,287
|
|
|
$
|
6,770,655
|
|
|
$
|
10,178,200
|
|
(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.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
7.625% unsecured senior notes due October 2017
(a)
|
123,000
|
|
|
123,000
|
|
||
4.250% unsecured senior notes due March 2021
(b)
|
700,000
|
|
|
700,000
|
|
||
5.500% unsecured senior notes due March 2026
(b)
|
700,000
|
|
|
700,000
|
|
||
5.000% unsecured senior notes due January 2027
(b)
|
600,000
|
|
|
600,000
|
|
||
7.875% unsecured senior notes due June 2032
(b)
|
300,000
|
|
|
300,000
|
|
||
6.375% unsecured senior notes due May 2033
(b)
|
400,000
|
|
|
400,000
|
|
||
6.000% unsecured senior notes due February 2035
(b)
|
300,000
|
|
|
300,000
|
|
||
Net premiums, discounts, and issuance costs
(c)
|
(12,996
|
)
|
|
(12,984
|
)
|
||
Total senior notes
|
$
|
3,110,004
|
|
|
$
|
3,110,016
|
|
Estimated fair value
|
$
|
3,206,575
|
|
|
$
|
3,112,297
|
|
(a)
|
Not redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries.
|
(b)
|
Redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries.
|
(c)
|
The carrying value of senior notes reflects the impact of premiums, discounts, and issuance costs that are amortized to interest cost over the respective terms of the senior notes.
|
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
|
||||||
March 31,
2017 |
|
December 31,
2016 |
||||||||
|
|
|
|
|
|
|
||||
Measured at fair value on a recurring basis:
|
|
|
|
|
|
|
||||
Residential mortgage loans available-for-sale
|
|
Level 2
|
|
$
|
345,379
|
|
|
$
|
539,496
|
|
Interest rate lock commitments
|
|
Level 2
|
|
12,456
|
|
|
8,693
|
|
||
Forward contracts
|
|
Level 2
|
|
(2,969
|
)
|
|
7,081
|
|
||
Whole loan commitments
|
|
Level 2
|
|
(232
|
)
|
|
272
|
|
||
|
|
|
|
|
|
|
||||
Measured at fair value on a non-recurring basis:
|
|
|
|
|
|
|
||||
House and land inventory
|
|
Level 3
|
|
$
|
—
|
|
|
$
|
8,920
|
|
|
|
|
|
|
|
|
||||
Disclosed at fair value:
|
|
|
|
|
|
|
||||
Cash and equivalents (including restricted cash)
|
|
Level 1
|
|
$
|
423,863
|
|
|
$
|
723,248
|
|
Financial Services debt
|
|
Level 2
|
|
140,381
|
|
|
331,621
|
|
||
Senior notes
|
|
Level 2
|
|
3,206,575
|
|
|
3,112,297
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Liabilities, beginning of period
|
$
|
35,114
|
|
|
$
|
46,381
|
|
Reserves provided (released), net
|
2
|
|
|
866
|
|
||
Payments
|
—
|
|
|
(154
|
)
|
||
Liabilities, end of period
|
$
|
35,116
|
|
|
$
|
47,093
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Warranty liabilities, beginning of period
|
$
|
66,134
|
|
|
$
|
61,179
|
|
Reserves provided
|
10,643
|
|
|
12,319
|
|
||
Payments
|
(12,099
|
)
|
|
(12,562
|
)
|
||
Other adjustments
|
3
|
|
|
—
|
|
||
Warranty liabilities, end of period
|
$
|
64,681
|
|
|
$
|
60,936
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Balance, beginning of period
|
$
|
831,058
|
|
|
$
|
924,563
|
|
Reserves provided, net
|
17,735
|
|
|
19,751
|
|
||
Payments, net
(a)
|
(13,467
|
)
|
|
(21,929
|
)
|
||
Balance, end of period
|
$
|
835,326
|
|
|
$
|
922,385
|
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
—
|
|
|
$
|
327,047
|
|
|
$
|
70,711
|
|
|
$
|
—
|
|
|
$
|
397,758
|
|
Restricted cash
|
—
|
|
|
25,055
|
|
|
1,050
|
|
|
—
|
|
|
26,105
|
|
|||||
Total cash, cash equivalents, and
restricted cash |
—
|
|
|
352,102
|
|
|
71,761
|
|
|
—
|
|
|
423,863
|
|
|||||
House and land inventory
|
—
|
|
|
6,955,235
|
|
|
73,100
|
|
|
—
|
|
|
7,028,335
|
|
|||||
Land held for sale
|
—
|
|
|
48,053
|
|
|
510
|
|
|
—
|
|
|
48,563
|
|
|||||
Residential mortgage loans available-
for-sale |
—
|
|
|
—
|
|
|
345,379
|
|
|
—
|
|
|
345,379
|
|
|||||
Investments in unconsolidated entities
|
112
|
|
|
59,803
|
|
|
5,378
|
|
|
—
|
|
|
65,293
|
|
|||||
Other assets
|
11,509
|
|
|
697,869
|
|
|
120,247
|
|
|
—
|
|
|
829,625
|
|
|||||
Intangible assets
|
—
|
|
|
151,342
|
|
|
—
|
|
|
—
|
|
|
151,342
|
|
|||||
Deferred tax assets, net
|
1,030,351
|
|
|
—
|
|
|
(1,937
|
)
|
|
—
|
|
|
1,028,414
|
|
|||||
Investments in subsidiaries and
intercompany accounts, net |
6,849,655
|
|
|
(331,013
|
)
|
|
6,991,618
|
|
|
(13,510,260
|
)
|
|
—
|
|
|||||
|
$
|
7,891,627
|
|
|
$
|
7,933,391
|
|
|
$
|
7,606,056
|
|
|
$
|
(13,510,260
|
)
|
|
$
|
9,920,814
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, customer deposits,
accrued and other liabilities |
$
|
79,537
|
|
|
$
|
1,703,179
|
|
|
$
|
185,627
|
|
|
$
|
—
|
|
|
$
|
1,968,343
|
|
Income tax liabilities
|
41,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,941
|
|
|||||
Financial Services debt
|
—
|
|
|
—
|
|
|
140,381
|
|
|
—
|
|
|
140,381
|
|
|||||
Senior notes
|
3,110,004
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,110,004
|
|
|||||
Total liabilities
|
3,231,482
|
|
|
1,703,179
|
|
|
326,008
|
|
|
—
|
|
|
5,260,669
|
|
|||||
Total shareholders’ equity
|
4,660,145
|
|
|
6,230,212
|
|
|
7,280,048
|
|
|
(13,510,260
|
)
|
|
4,660,145
|
|
|||||
|
$
|
7,891,627
|
|
|
$
|
7,933,391
|
|
|
$
|
7,606,056
|
|
|
$
|
(13,510,260
|
)
|
|
$
|
9,920,814
|
|
|
Unconsolidated
|
|
Eliminating
Entries |
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
—
|
|
|
$
|
588,353
|
|
|
$
|
110,529
|
|
|
$
|
—
|
|
|
$
|
698,882
|
|
Restricted cash
|
—
|
|
|
22,832
|
|
|
1,534
|
|
|
—
|
|
|
24,366
|
|
|||||
Total cash, cash equivalents, and
restricted cash |
—
|
|
|
611,185
|
|
|
112,063
|
|
|
—
|
|
|
723,248
|
|
|||||
House and land inventory
|
—
|
|
|
6,707,392
|
|
|
63,263
|
|
|
—
|
|
|
6,770,655
|
|
|||||
Land held for sale
|
—
|
|
|
31,218
|
|
|
510
|
|
|
—
|
|
|
31,728
|
|
|||||
Residential mortgage loans available-
for-sale |
—
|
|
|
—
|
|
|
539,496
|
|
|
—
|
|
|
539,496
|
|
|||||
Investments in unconsolidated entities
|
105
|
|
|
46,248
|
|
|
5,094
|
|
|
—
|
|
|
51,447
|
|
|||||
Other assets
|
12,364
|
|
|
716,923
|
|
|
128,139
|
|
|
—
|
|
|
857,426
|
|
|||||
Intangible assets
|
—
|
|
|
154,792
|
|
|
—
|
|
|
—
|
|
|
154,792
|
|
|||||
Deferred tax assets, net
|
1,051,351
|
|
|
—
|
|
|
(1,943
|
)
|
|
—
|
|
|
1,049,408
|
|
|||||
Investments in subsidiaries and
intercompany accounts, net |
6,835,075
|
|
|
(376,748
|
)
|
|
6,845,781
|
|
|
(13,304,108
|
)
|
|
—
|
|
|||||
|
$
|
7,898,895
|
|
|
$
|
7,891,010
|
|
|
$
|
7,692,403
|
|
|
$
|
(13,304,108
|
)
|
|
$
|
10,178,200
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, customer deposits,
accrued and other liabilities |
$
|
94,656
|
|
|
$
|
1,755,756
|
|
|
$
|
191,928
|
|
|
$
|
—
|
|
|
$
|
2,042,340
|
|
Income tax liabilities
|
34,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,860
|
|
|||||
Financial Services debt
|
—
|
|
|
—
|
|
|
331,621
|
|
|
—
|
|
|
331,621
|
|
|||||
Senior notes
|
3,110,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,110,016
|
|
|||||
Total liabilities
|
3,239,532
|
|
|
1,755,756
|
|
|
523,549
|
|
|
—
|
|
|
5,518,837
|
|
|||||
Total shareholders’ equity
|
4,659,363
|
|
|
6,135,254
|
|
|
7,168,854
|
|
|
(13,304,108
|
)
|
|
4,659,363
|
|
|||||
|
$
|
7,898,895
|
|
|
$
|
7,891,010
|
|
|
$
|
7,692,403
|
|
|
$
|
(13,304,108
|
)
|
|
$
|
10,178,200
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale revenues
|
$
|
—
|
|
|
$
|
1,576,645
|
|
|
$
|
8,776
|
|
|
$
|
—
|
|
|
$
|
1,585,421
|
|
Land sale revenues
|
—
|
|
|
867
|
|
|
773
|
|
|
—
|
|
|
1,640
|
|
|||||
|
—
|
|
|
1,577,512
|
|
|
9,549
|
|
|
—
|
|
|
1,587,061
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
41,767
|
|
|
—
|
|
|
41,767
|
|
|||||
|
—
|
|
|
1,577,512
|
|
|
51,316
|
|
|
—
|
|
|
1,628,828
|
|
|||||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale cost of revenues
|
—
|
|
|
(1,209,640
|
)
|
|
(8,038
|
)
|
|
—
|
|
|
(1,217,678
|
)
|
|||||
Land sale cost of revenues
|
—
|
|
|
(2,595
|
)
|
|
(633
|
)
|
|
—
|
|
|
(3,228
|
)
|
|||||
|
—
|
|
|
(1,212,235
|
)
|
|
(8,671
|
)
|
|
—
|
|
|
(1,220,906
|
)
|
|||||
Financial Services expenses
|
—
|
|
|
(139
|
)
|
|
(28,228
|
)
|
|
—
|
|
|
(28,367
|
)
|
|||||
Selling, general, and administrative
expenses |
—
|
|
|
(217,975
|
)
|
|
(18,293
|
)
|
|
—
|
|
|
(236,268
|
)
|
|||||
Other expense, net
|
(130
|
)
|
|
(11,843
|
)
|
|
7,951
|
|
|
—
|
|
|
(4,022
|
)
|
|||||
Intercompany interest
|
(335
|
)
|
|
—
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before income taxes and
equity in income (loss) of subsidiaries |
(465
|
)
|
|
135,320
|
|
|
4,410
|
|
|
—
|
|
|
139,265
|
|
|||||
Income tax (expense) benefit
|
177
|
|
|
(45,925
|
)
|
|
(1,999
|
)
|
|
—
|
|
|
(47,747
|
)
|
|||||
Income (loss) before equity in income
(loss) of subsidiaries |
(288
|
)
|
|
89,395
|
|
|
2,411
|
|
|
—
|
|
|
91,518
|
|
|||||
Equity in income (loss) of subsidiaries
|
91,806
|
|
|
7,253
|
|
|
37,309
|
|
|
(136,368
|
)
|
|
—
|
|
|||||
Net income (loss)
|
91,518
|
|
|
96,648
|
|
|
39,720
|
|
|
(136,368
|
)
|
|
91,518
|
|
|||||
Other comprehensive income
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Comprehensive income (loss)
|
$
|
91,539
|
|
|
$
|
96,648
|
|
|
$
|
39,720
|
|
|
$
|
(136,368
|
)
|
|
$
|
91,539
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale revenues
|
$
|
—
|
|
|
$
|
1,393,259
|
|
|
$
|
984
|
|
|
$
|
—
|
|
|
$
|
1,394,243
|
|
Land sale revenues
|
—
|
|
|
2,010
|
|
|
477
|
|
|
—
|
|
|
2,487
|
|
|||||
|
—
|
|
|
1,395,269
|
|
|
1,461
|
|
|
—
|
|
|
1,396,730
|
|
|||||
Financial Services
|
—
|
|
|
—
|
|
|
35,848
|
|
|
—
|
|
|
35,848
|
|
|||||
|
—
|
|
|
1,395,269
|
|
|
37,309
|
|
|
—
|
|
|
1,432,578
|
|
|||||
Homebuilding Cost of Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sale cost of revenues
|
—
|
|
|
(1,035,864
|
)
|
|
(2,164
|
)
|
|
—
|
|
|
(1,038,028
|
)
|
|||||
Land sale cost of revenues
|
—
|
|
|
(1,643
|
)
|
|
(385
|
)
|
|
—
|
|
|
(2,028
|
)
|
|||||
|
—
|
|
|
(1,037,507
|
)
|
|
(2,549
|
)
|
|
—
|
|
|
(1,040,056
|
)
|
|||||
Financial Services expenses
|
—
|
|
|
(123
|
)
|
|
(25,996
|
)
|
|
—
|
|
|
(26,119
|
)
|
|||||
Selling, general, and administrative
expenses |
—
|
|
|
(238,882
|
)
|
|
(3,434
|
)
|
|
—
|
|
|
(242,316
|
)
|
|||||
Other expense, net
|
(170
|
)
|
|
(9,676
|
)
|
|
3,972
|
|
|
—
|
|
|
(5,874
|
)
|
|||||
Intercompany interest
|
(510
|
)
|
|
(2,184
|
)
|
|
2,694
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before income taxes and
equity in income (loss) of subsidiaries |
(680
|
)
|
|
106,897
|
|
|
11,996
|
|
|
—
|
|
|
118,213
|
|
|||||
Income tax (expense) benefit
|
263
|
|
|
(30,568
|
)
|
|
(4,608
|
)
|
|
—
|
|
|
(34,913
|
)
|
|||||
Income (loss) before equity in income
(loss) of subsidiaries |
(417
|
)
|
|
76,329
|
|
|
7,388
|
|
|
—
|
|
|
83,300
|
|
|||||
Equity in income (loss) of subsidiaries
|
83,717
|
|
|
7,010
|
|
|
111,918
|
|
|
(202,645
|
)
|
|
—
|
|
|||||
Net income (loss)
|
83,300
|
|
|
83,339
|
|
|
119,306
|
|
|
(202,645
|
)
|
|
83,300
|
|
|||||
Other comprehensive income
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Comprehensive income (loss)
|
$
|
83,321
|
|
|
$
|
83,339
|
|
|
$
|
119,306
|
|
|
$
|
(202,645
|
)
|
|
$
|
83,321
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities |
$
|
(141,566
|
)
|
|
$
|
(8,041
|
)
|
|
$
|
189,410
|
|
|
$
|
—
|
|
|
$
|
39,803
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(8,442
|
)
|
|
(1,554
|
)
|
|
—
|
|
|
(9,996
|
)
|
|||||
Investment in unconsolidated subsidiaries
|
—
|
|
|
(14,802
|
)
|
|
—
|
|
|
—
|
|
|
(14,802
|
)
|
|||||
Other investing activities, net
|
—
|
|
|
2
|
|
|
1,421
|
|
|
—
|
|
|
1,423
|
|
|||||
Net cash provided by (used in)
investing activities |
—
|
|
|
(23,242
|
)
|
|
(133
|
)
|
|
—
|
|
|
(23,375
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Services borrowings (repayments)
|
—
|
|
|
—
|
|
|
(191,240
|
)
|
|
—
|
|
|
(191,240
|
)
|
|||||
Proceeds from debt issuance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repayments of debt
|
—
|
|
|
(741
|
)
|
|
(326
|
)
|
|
—
|
|
|
(1,067
|
)
|
|||||
Borrowings under revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repayments under revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock option exercises
|
11,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,118
|
|
|||||
Share repurchases
|
(105,522
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,522
|
)
|
|||||
Dividends paid
|
(29,102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,102
|
)
|
|||||
Intercompany activities, net
|
265,072
|
|
|
(227,059
|
)
|
|
(38,013
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in)
financing activities |
141,566
|
|
|
(227,800
|
)
|
|
(229,579
|
)
|
|
—
|
|
|
(315,813
|
)
|
|||||
Net increase (decrease)
|
—
|
|
|
(259,083
|
)
|
|
(40,302
|
)
|
|
—
|
|
|
(299,385
|
)
|
|||||
Cash, cash equivalents, and restricted cash
at beginning of year |
—
|
|
|
611,185
|
|
|
112,063
|
|
|
—
|
|
|
723,248
|
|
|||||
Cash, cash equivalents, and restricted cash
at end of year |
$
|
—
|
|
|
$
|
352,102
|
|
|
$
|
71,761
|
|
|
$
|
—
|
|
|
$
|
423,863
|
|
|
Unconsolidated
|
|
|
|
Consolidated
PulteGroup, Inc. |
||||||||||||||
|
PulteGroup,
Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
|||||||||||
Net cash provided by (used in)
operating activities |
$
|
41,058
|
|
|
$
|
(254,849
|
)
|
|
$
|
150,874
|
|
|
$
|
—
|
|
|
$
|
(62,917
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(8,918
|
)
|
|
(542
|
)
|
|
—
|
|
|
(9,460
|
)
|
|||||
Cash used for business acquisition
|
—
|
|
|
(430,011
|
)
|
|
—
|
|
|
—
|
|
|
(430,011
|
)
|
|||||
Investment in unconsolidated subsidiaries
|
(3
|
)
|
|
(13,531
|
)
|
|
—
|
|
|
—
|
|
|
(13,534
|
)
|
|||||
Other investing activities, net
|
—
|
|
|
800
|
|
|
453
|
|
|
—
|
|
|
1,253
|
|
|||||
Net cash provided by (used in) investing
activities |
(3
|
)
|
|
(451,660
|
)
|
|
(89
|
)
|
|
—
|
|
|
(451,752
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Services borrowings (repayments)
|
—
|
|
|
—
|
|
|
(149,263
|
)
|
|
—
|
|
|
(149,263
|
)
|
|||||
Proceeds from debt issuance
|
991,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
991,575
|
|
|||||
Repayments of debt
|
—
|
|
|
(702
|
)
|
|
—
|
|
|
—
|
|
|
(702
|
)
|
|||||
Borrowings under revolving credit facility
|
220,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,000
|
|
|||||
Repayments under revolving credit facility
|
(220,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220,000
|
)
|
|||||
Stock option exercises
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Share repurchases
|
(52,745
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,745
|
)
|
|||||
Dividends paid
|
(31,568
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,568
|
)
|
|||||
Intercompany activities, net
|
(948,369
|
)
|
|
1,007,002
|
|
|
(58,633
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in)
financing activities |
(41,055
|
)
|
|
1,006,300
|
|
|
(207,896
|
)
|
|
—
|
|
|
757,349
|
|
|||||
Net increase (decrease)
|
—
|
|
|
299,791
|
|
|
(57,111
|
)
|
|
—
|
|
|
242,680
|
|
|||||
Cash, cash equivalents, and restricted cash
at beginning of year |
—
|
|
|
658,876
|
|
|
116,559
|
|
|
—
|
|
|
775,435
|
|
|||||
Cash, cash equivalents, and restricted cash
at end of year |
$
|
—
|
|
|
$
|
958,667
|
|
|
$
|
59,448
|
|
|
$
|
—
|
|
|
$
|
1,018,115
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Income before income taxes:
|
|
|
|
||||
Homebuilding
|
$
|
125,762
|
|
|
$
|
108,433
|
|
Financial Services
|
13,503
|
|
|
9,780
|
|
||
Income before income taxes
|
139,265
|
|
|
118,213
|
|
||
Income tax expense
|
(47,747
|
)
|
|
(34,913
|
)
|
||
Net income
|
$
|
91,518
|
|
|
$
|
83,300
|
|
Per share data - assuming dilution:
|
|
|
|
||||
Net income
|
$
|
0.28
|
|
|
$
|
0.24
|
|
•
|
Homebuilding income before income taxes for the
three months ended
March 31, 2017
increased compared with the prior year period as increased volumes and a higher average selling price drove higher revenues. Additionally, we lowered our overhead costs as efficiencies realized in late 2016 continued into 2017. These improvements were partially offset by lower gross margins and $15.0 million of expense associated with the resolution of certain insurance matters (see
Note 8
).
|
•
|
Financial Services income before income taxes for the
three months ended
March 31, 2017
increased compared with the prior year period due to an increase in origination volume resulting from higher volumes in the Homebuilding segment combined with higher revenues per loan, which were largely attributable to a higher average loan size combined with favorable market conditions.
|
•
|
Our effective tax rate for the
three months ended
March 31, 2017
was
34.3%
, compared to
29.5%
for the same period in 2016.
|
|
Three Months Ended
|
|||||||||
|
March 31,
|
|||||||||
|
2017
|
|
2017 vs. 2016
|
|
2016
|
|||||
Home sale revenues
|
$
|
1,585,421
|
|
|
14
|
%
|
|
$
|
1,394,243
|
|
Land sale revenues
|
1,640
|
|
|
(34
|
)%
|
|
2,487
|
|
||
Total Homebuilding revenues
|
1,587,061
|
|
|
14
|
%
|
|
1,396,730
|
|
||
Home sale cost of revenues
(a)
|
(1,217,678
|
)
|
|
17
|
%
|
|
(1,038,028
|
)
|
||
Land sale cost of revenues
|
(3,228
|
)
|
|
59
|
%
|
|
(2,028
|
)
|
||
Selling, general, and administrative
expenses ("SG&A") (b) |
(236,268
|
)
|
|
(2
|
)%
|
|
(242,316
|
)
|
||
Other expense, net
|
(4,125
|
)
|
|
(30
|
)%
|
|
(5,925
|
)
|
||
Income before income taxes
|
$
|
125,762
|
|
|
16
|
%
|
|
$
|
108,433
|
|
|
|
|
|
|
|
|||||
Supplemental data
:
|
|
|
|
|
|
|||||
Gross margin from home sales
|
23.2
|
%
|
|
(230) bps
|
|
|
25.5
|
%
|
||
SG&A as a percentage of home
sale revenues (b) |
14.9
|
%
|
|
(250) bps
|
|
|
17.4
|
%
|
||
Closings (units)
|
4,225
|
|
|
7
|
%
|
|
3,945
|
|
||
Average selling price
|
$
|
375
|
|
|
6
|
%
|
|
$
|
353
|
|
Net new orders
(c)
:
|
|
|
|
|
|
|||||
Units
|
6,126
|
|
|
8
|
%
|
|
5,652
|
|
||
Dollars
|
$
|
2,446,141
|
|
|
16
|
%
|
|
$
|
2,113,973
|
|
Cancellation rate
|
12
|
%
|
|
|
|
13
|
%
|
|||
Active communities at March 31
|
780
|
|
|
10
|
%
|
|
709
|
|
||
Backlog at March 31:
|
|
|
|
|
|
|||||
Units
|
9,323
|
|
|
6
|
%
|
|
8,755
|
|
||
Dollars
|
$
|
3,802,231
|
|
|
13
|
%
|
|
$
|
3,359,157
|
|
(a)
|
Includes the amortization of capitalized interest.
|
(b)
|
Includes $15.0 million of expense associated with the resolution of certain insurance matters in the three-month period ended March 31, 2017 (see
Note 8
).
|
(c)
|
Net new orders excludes backlog acquired from Wieland in January 2016 (see
Note 1
). 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.
|
|
Three Months Ended
|
||||||
March 31,
|
|||||||
2017
|
|
2016
|
|||||
Write-off of deposits and pre-acquisition costs
|
$
|
1,655
|
|
|
$
|
3,041
|
|
Amortization of intangible assets
|
3,450
|
|
|
3,450
|
|
||
Interest income
|
(833
|
)
|
|
(923
|
)
|
||
Interest expense
|
137
|
|
|
174
|
|
||
Equity in earnings of unconsolidated entities
|
(1,193
|
)
|
|
(170
|
)
|
||
Miscellaneous, net
|
909
|
|
|
353
|
|
||
Total other expense, net
|
$
|
4,125
|
|
|
$
|
5,925
|
|
|
March 31,
2017 |
|
March 31,
2016 |
||
Sold
|
6,188
|
|
|
5,778
|
|
Unsold
|
|
|
|
||
Under construction
|
1,407
|
|
|
1,630
|
|
Completed
|
605
|
|
|
501
|
|
|
2,012
|
|
|
2,131
|
|
Models
|
1,118
|
|
|
1,079
|
|
Total
|
9,318
|
|
|
8,988
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||
|
Owned
|
|
Optioned
|
|
Controlled
|
|
Owned
|
|
Optioned
|
|
Controlled
|
||||||
Northeast
|
6,116
|
|
|
4,935
|
|
|
11,051
|
|
|
6,296
|
|
|
4,019
|
|
|
10,315
|
|
Southeast
(a)
|
15,743
|
|
|
8,123
|
|
|
23,866
|
|
|
16,050
|
|
|
8,232
|
|
|
24,282
|
|
Florida
|
18,727
|
|
|
8,615
|
|
|
27,342
|
|
|
22,164
|
|
|
8,470
|
|
|
30,634
|
|
Midwest
|
11,989
|
|
|
7,420
|
|
|
19,409
|
|
|
11,800
|
|
|
8,639
|
|
|
20,439
|
|
Texas
|
13,304
|
|
|
8,454
|
|
|
21,758
|
|
|
13,541
|
|
|
9,802
|
|
|
23,343
|
|
West
|
29,099
|
|
|
4,205
|
|
|
33,304
|
|
|
29,428
|
|
|
4,817
|
|
|
34,245
|
|
Total
|
94,978
|
|
|
41,752
|
|
|
136,730
|
|
|
99,279
|
|
|
43,979
|
|
|
143,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed (%)
|
33
|
%
|
|
20
|
%
|
|
29
|
%
|
|
31
|
%
|
|
19
|
%
|
|
28
|
%
|
(a)
|
Southeast includes the acquisition of substantially all of the assets of Wieland in January 2016 (see
Note 1
).
|
Northeast:
|
|
Connecticut, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, Virginia
|
Southeast:
|
|
Georgia, North Carolina, South Carolina, Tennessee
|
Florida:
|
|
Florida
|
Midwest:
|
|
Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
|
Texas:
|
|
Texas
|
West:
|
|
Arizona, California, Nevada, New Mexico, Washington
|
|
Operating Data by Segment ($000's omitted)
|
|||||||||
|
Three Months Ended
|
|||||||||
|
March 31,
|
|||||||||
|
2017
|
|
2017 vs. 2016
|
|
2016
|
|||||
Home sale revenues:
|
|
|
|
|
|
|||||
Northeast
|
$
|
108,532
|
|
|
(9
|
)%
|
|
$
|
118,654
|
|
Southeast
|
327,586
|
|
|
12
|
%
|
|
293,424
|
|
||
Florida
|
314,082
|
|
|
16
|
%
|
|
269,701
|
|
||
Midwest
|
244,412
|
|
|
29
|
%
|
|
189,147
|
|
||
Texas
|
234,266
|
|
|
10
|
%
|
|
212,692
|
|
||
West
|
356,543
|
|
|
15
|
%
|
|
310,625
|
|
||
|
$
|
1,585,421
|
|
|
14
|
%
|
|
$
|
1,394,243
|
|
Income (loss) before income taxes:
|
|
|
|
|
|
|||||
Northeast
|
$
|
4,400
|
|
|
(54
|
)%
|
|
$
|
9,590
|
|
Southeast
|
32,366
|
|
|
64
|
%
|
|
19,770
|
|
||
Florida
|
44,523
|
|
|
10
|
%
|
|
40,302
|
|
||
Midwest
|
18,254
|
|
|
225
|
%
|
|
5,620
|
|
||
Texas
|
32,796
|
|
|
15
|
%
|
|
28,517
|
|
||
West
|
34,084
|
|
|
2
|
%
|
|
33,507
|
|
||
Other homebuilding
(a)
|
(40,661
|
)
|
|
(41
|
)%
|
|
(28,873
|
)
|
||
|
$
|
125,762
|
|
|
16
|
%
|
|
$
|
108,433
|
|
Closings (units):
|
|
|
|
|
|
|||||
Northeast
|
232
|
|
|
(11
|
)%
|
|
262
|
|
||
Southeast
|
836
|
|
|
1
|
%
|
|
826
|
|
||
Florida
|
832
|
|
|
12
|
%
|
|
745
|
|
||
Midwest
|
668
|
|
|
21
|
%
|
|
552
|
|
||
Texas
|
840
|
|
|
8
|
%
|
|
775
|
|
||
West
|
817
|
|
|
4
|
%
|
|
785
|
|
||
|
4,225
|
|
|
7
|
%
|
|
3,945
|
|
||
Average selling price:
|
|
|
|
|
|
|||||
Northeast
|
$
|
468
|
|
|
3
|
%
|
|
$
|
453
|
|
Southeast
|
392
|
|
|
10
|
%
|
|
355
|
|
||
Florida
|
378
|
|
|
4
|
%
|
|
362
|
|
||
Midwest
|
366
|
|
|
7
|
%
|
|
343
|
|
||
Texas
|
279
|
|
|
2
|
%
|
|
274
|
|
||
West
|
436
|
|
|
10
|
%
|
|
396
|
|
||
|
$
|
375
|
|
|
6
|
%
|
|
$
|
353
|
|
(a)
|
Other homebuilding includes the amortization of intangible assets, amortization of capitalized interest, and other items not allocated to the operating segments.
|
|
Operating Data by Segment ($000's omitted)
|
|||||||||
|
Three Months Ended
|
|||||||||
|
March 31,
|
|||||||||
|
2017
|
|
2017 vs. 2016
|
|
2016
|
|||||
Net new orders - units:
|
|
|
|
|
|
|||||
Northeast
|
411
|
|
|
9
|
%
|
|
378
|
|
||
Southeast
|
1,077
|
|
|
2
|
%
|
|
1,052
|
|
||
Florida
|
1,040
|
|
|
13
|
%
|
|
923
|
|
||
Midwest
|
1,162
|
|
|
17
|
%
|
|
994
|
|
||
Texas
|
1,211
|
|
|
8
|
%
|
|
1,121
|
|
||
West
|
1,225
|
|
|
3
|
%
|
|
1,184
|
|
||
|
6,126
|
|
|
8
|
%
|
|
5,652
|
|
||
Net new orders - dollars:
|
|
|
|
|
|
|||||
Northeast
|
$
|
209,136
|
|
|
12
|
%
|
|
$
|
187,277
|
|
Southeast
|
424,902
|
|
|
7
|
%
|
|
396,328
|
|
||
Florida
|
393,213
|
|
|
16
|
%
|
|
338,685
|
|
||
Midwest
|
463,325
|
|
|
28
|
%
|
|
362,141
|
|
||
Texas
|
345,503
|
|
|
13
|
%
|
|
306,578
|
|
||
West
|
610,062
|
|
|
17
|
%
|
|
522,964
|
|
||
|
$
|
2,446,141
|
|
|
16
|
%
|
|
$
|
2,113,973
|
|
Cancellation rates:
|
|
|
|
|
|
|||||
Northeast
|
9
|
%
|
|
|
|
10
|
%
|
|||
Southeast
|
12
|
%
|
|
|
|
12
|
%
|
|||
Florida
|
11
|
%
|
|
|
|
11
|
%
|
|||
Midwest
|
9
|
%
|
|
|
|
10
|
%
|
|||
Texas
|
15
|
%
|
|
|
|
16
|
%
|
|||
West
|
14
|
%
|
|
|
|
14
|
%
|
|||
|
12
|
%
|
|
|
|
13
|
%
|
|||
Unit backlog:
|
|
|
|
|
|
|||||
Northeast
|
566
|
|
|
1
|
%
|
|
560
|
|
||
Southeast
|
1,612
|
|
|
(5
|
)%
|
|
1,689
|
|
||
Florida
|
1,626
|
|
|
12
|
%
|
|
1,452
|
|
||
Midwest
|
1,801
|
|
|
18
|
%
|
|
1,531
|
|
||
Texas
|
1,783
|
|
|
5
|
%
|
|
1,691
|
|
||
West
|
1,935
|
|
|
6
|
%
|
|
1,832
|
|
||
|
9,323
|
|
|
6
|
%
|
|
8,755
|
|
||
Backlog dollars:
|
|
|
|
|
|
|||||
Northeast
|
$
|
290,199
|
|
|
4
|
%
|
|
$
|
280,155
|
|
Southeast
|
681,076
|
|
|
(1
|
)%
|
|
689,334
|
|
||
Florida
|
635,357
|
|
|
14
|
%
|
|
559,266
|
|
||
Midwest
|
719,991
|
|
|
30
|
%
|
|
555,354
|
|
||
Texas
|
513,728
|
|
|
9
|
%
|
|
469,546
|
|
||
West
|
961,880
|
|
|
19
|
%
|
|
805,502
|
|
||
|
$
|
3,802,231
|
|
|
13
|
%
|
|
$
|
3,359,157
|
|
|
Three Months Ended
|
|||||||||
|
March 31,
|
|||||||||
|
2017
|
|
2017 vs. 2016
|
|
2016
|
|||||
Mortgage operations revenues
|
$
|
32,701
|
|
|
15
|
%
|
|
$
|
28,316
|
|
Title services revenues
|
9,066
|
|
|
20
|
%
|
|
7,532
|
|
||
Total Financial Services revenues
|
41,767
|
|
|
17
|
%
|
|
35,848
|
|
||
Expenses
|
(28,367
|
)
|
|
9
|
%
|
|
(26,119
|
)
|
||
Other income (expense), net
|
103
|
|
|
100
|
%
|
|
51
|
|
||
Income before income taxes
|
$
|
13,503
|
|
|
38
|
%
|
|
$
|
9,780
|
|
Total originations
:
|
|
|
|
|
|
|||||
Loans
|
2,873
|
|
|
13
|
%
|
|
2,548
|
|
||
Principal
|
$
|
806,352
|
|
|
21
|
%
|
|
$
|
666,647
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Supplemental data:
|
|
|
|
||||
Capture rate
|
80.3
|
%
|
|
81.1
|
%
|
||
Average FICO score
|
750
|
|
|
749
|
|
||
Loan application backlog
|
$
|
2,123,630
|
|
|
$
|
1,793,635
|
|
Funded origination breakdown:
|
|
|
|
||||
FHA
|
10
|
%
|
|
10
|
%
|
||
VA
|
12
|
%
|
|
11
|
%
|
||
USDA
|
1
|
%
|
|
1
|
%
|
||
Other agency
|
72
|
%
|
|
71
|
%
|
||
Total agency
|
95
|
%
|
|
93
|
%
|
||
Non-agency
|
5
|
%
|
|
7
|
%
|
||
Total funded originations
|
100
|
%
|
|
100
|
%
|
|
As of March 31, 2017 for the
Years ending December 31, |
||||||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair
Value |
||||||||||||||||
Rate-sensitive liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
$
|
133,414
|
|
|
$
|
909
|
|
|
$
|
4,809
|
|
|
$
|
3,900
|
|
|
$
|
700,000
|
|
|
$
|
2,300,000
|
|
|
$
|
3,143,032
|
|
|
$
|
3,226,608
|
|
Average interest rate
|
7.18
|
%
|
|
—
|
%
|
|
4.05
|
%
|
|
5.00
|
%
|
|
4.25
|
%
|
|
5.90
|
%
|
|
5.58
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt (a)
|
$
|
140,381
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140,381
|
|
|
$
|
140,381
|
|
Average interest rate
|
3.18
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
Total number
of shares
purchased (1)
|
|
Average
price paid
per share (1)
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Approximate dollar
value of shares
that may yet be
purchased under
the plans or
programs
($000’s omitted)
|
|||||||
January 1, 2017 to January 31, 2017
|
1,504,600
|
|
|
$
|
19.20
|
|
|
1,504,600
|
|
|
$
|
975,882
|
|
(2)
|
February 1, 2017 to February 28, 2017
|
1,748,397
|
|
|
$
|
18.46
|
|
|
1,505,600
|
|
|
$
|
943,608
|
|
(2)
|
March 1, 2017 to March 31, 2017
|
1,699,750
|
|
|
$
|
23.05
|
|
|
1,685,617
|
|
|
$
|
904,765
|
|
(2)
|
Total
|
4,952,747
|
|
|
$
|
20.26
|
|
|
4,695,817
|
|
|
|
|
(1)
|
During the
first
quarter of
2017
, participants surrendered
256,930
shares for payment of minimum tax obligations upon the vesting or exercise of previously granted share-based compensation awards. Such shares were not repurchased as part of our publicly-announced share repurchase programs.
|
(2)
|
The Board of Directors approved share repurchase authorizations totaling $300.0 million and $1.0 billion in December 2015 and July 2016, respectively. During the
three months ended
March 31, 2017
, we repurchased
4.7 million
shares for a total of
$100.0 million
. The share repurchase authorization has
$904.8 million
remaining as of
March 31, 2017
. There is no expiration date for this program.
|
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 3.2 of our Current Report on Form 8-K, filed with the SEC on February 13, 2017)
|
|
|
|
|
|
|
|
(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 PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 15, 2013)
|
|
|
|
|
|
|
|
(d)
|
|
Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 10, 2016)
|
|
|
|
|
|
10
|
|
|
|
Amendment Number One to the PulteGroup, Inc. 2013 Stock Incentive Plan dated February 10, 2017(Filed herewith)
|
|
|
|
|
|
31
|
|
(a)
|
|
Rule 13a-14(a) Certification by Ryan R. Marshall, President and Chief Executive Officer (Filed herewith)
|
|
|
|
|
|
|
|
(b)
|
|
Rule 13a-14(a) Certification by Robert T. O'Shaughnessy, Executive Vice President and Chief Financial Officer (Filed herewith)
|
|
|
|
|
|
32
|
|
|
|
Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (Filed herewith)
|
|
|
|
|
|
101.INS
|
|
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH
|
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.CAL
|
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101.DEF
|
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.LAB
|
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE
|
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
PULTEGROUP, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert T. O'Shaughnessy
|
|
|
Robert T. O'Shaughnessy
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer and duly authorized officer)
|
|
|
Date:
|
April 25, 2017
|
|
1.
|
The last sentence of the second paragraph of Section 1.5 of the Plan is hereby amended to add the following proviso at the end thereof:
|
2.
|
The penultimate sentence of Section 5.5 of the Plan is hereby amended to add the following phrase at the end thereof:
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of PulteGroup, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 25, 2017
|
/s/ Ryan R. Marshall
|
|
|
Ryan R. Marshall
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of PulteGroup, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 25, 2017
|
/s/ Robert T. O'Shaughnessy
|
|
|
Robert T. O'Shaughnessy
|
|
|
Executive Vice President and
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 25, 2017
|
/s/ Ryan R. Marshall
|
Ryan R. Marshall
|
President and Chief Executive Officer
|
/s/ Robert T. O'Shaughnessy
|
Robert T. O'Shaughnessy
|
Executive Vice President and
Chief Financial Officer
|