þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
MICHIGAN | 38-2766606 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.01 | New York Stock Exchange | |
Pulte Homes, Inc. 7.375% Senior Notes due 2046 | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
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Years Ended December 31,
($000s omitted)
2007
2006
2005
2004
2003
$
8,881,509
$
13,975,387
$
14,370,667
$
11,094,617
$
8,482,341
27,540
41,487
45,630
38,612
32,693
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Year Became
Name
Age
Position
An Officer
75
Chairman of the Board
1956
42
President and Chief Executive Officer
2002
49
Executive Vice President and Chief Operating Officer
2004
51
Executive Vice President and Chief Financial Officer
1997
49
Executive Vice President, Human Resources
2005
42
Senior Vice President, Operations
2006
49
Vice President, General Counsel and Secretary
2006
57
Vice President and Controller
1995
52
Vice President and Assistant Secretary
1993
46
Vice President and Treasurer
1998
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15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
ITEM 5.
MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
2007
2006
Declared
Declared
High
Low
Dividends
High
Low
Dividends
$
35.10
$
25.99
$
0.04
$
40.72
$
36.04
$
0.04
27.61
22.45
0.04
37.05
26.56
0.04
21.85
13.47
0.04
33.23
27.53
0.04
13.68
9.08
0.04
34.80
28.29
0.04
(d)
Approximate dollar
(c)
value of shares
Total number of
that may yet be
(a)
(b)
shares purchased
purchased under
Total number
Average
as part of publicly
the plans or
of shares
price paid
announced plans
programs
purchased (2)
per share (2)
or programs
($000s omitted)
582
$
14.15
$
102,342
(1)
$
102,342
(1)
87,535
$
11.58
$
102,342
(1)
88,117
$
11.59
$
102,342
(1)
(1)
Pursuant to the two $100 million stock repurchase programs authorized and announced by our
Board of Directors in October 2002 and 2005 and the $200 million stock repurchase
authorized and announced in February 2006 (for a total stock repurchase authorization of
$400 million), the Company has repurchased a total of 9,688,900 shares for a total of
$297.7 million. There are no expiration dates for the programs.
(2)
During October and December 2007, a total of 88,117 shares were surrendered by employees
for payment of minimum tax obligations upon the vesting of restricted stock, and were not
repurchased as part of our publicly announced stock repurchase programs.
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AMONG PULTE HOMES, INC. , S&P 500 INDEX, AND PEER INDEX
Fiscal Year Ended December 31, 2007
Assumes Initial Investment of $100
2002
2003
2004
2005
2006
2007
100.00
196.18
268.30
332.10
280.86
90.22
100.00
128.69
142.68
149.69
173.33
182.85
100.00
217.61
288.76
336.34
266.28
116.74
*
Assumes $100 invested on December 31, 2002, and the reinvestment of dividends.
**
Includes Centex Corporation, D.R. Horton Inc., Hovnanian Enterprises, Inc.,
KB Home, Lennar Corporation, The Ryland Group, Inc., Standard Pacific
Corporation, and Toll Brothers, Inc.
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(a)
Income (loss) from discontinued operations is comprised of our former thrift operation and
Argentina and Mexico homebuilding operations which have been presented as discontinued
operations for all periods presented.
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December 31,
($000s omitted)
2007
2006
2005
2004
2003
$
7,027,511
$
9,374,335
$
8,756,093
$
7,241,350
$
5,378,125
10,225,703
13,176,874
13,060,860
10,406,897
8,072,151
3,478,230
3,537,947
3,386,527
2,861,550
2,150,972
4,320,193
6,577,361
5,957,342
4,522,274
3,448,123
Years Ended December 31,
2007
2006
2005
2004
2003
51
52
54
45
44
636
690
662
626
535
27,540
41,487
45,630
38,612
32,693
25,175
33,925
47,531
40,576
34,989
7,890
10,255
17,817
15,916
13,952
$
322,000
$
337,000
$
315,000
$
287,000
$
259,000
(5.0
)%
17.4
%
23.4
%
22.6
%
20.6
%
(a)
Total net new orders-units for the year ended December 31, 2003 does not include 1,051
units of acquired backlog.
(b)
Homebuilding interest expense, which represents the amortization of capitalized
interest, and land and community valuation adjustments are included in homebuilding cost
of sales.
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Years Ended December 31,
2007
2006
2005
$
(2,509,492
)
$
1,010,368
$
2,298,822
42,980
115,460
70,586
(30,391
)
(43,100
)
(92,394
)
(2,496,903
)
1,082,728
2,277,014
(222,486
)
393,082
840,126
(2,274,417
)
689,646
1,436,888
18,662
(2,175
)
55,025
$
(2,255,755
)
$
687,471
$
1,491,913
$
(9.02
)
$
2.67
$
5.47
0.07
(0.01
)
0.21
$
(8.94
)
$
2.66
$
5.68
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Homebuilding pre-tax loss for 2007 was $2.5 billion compared with Homebuilding pre-tax
income of $1 billion and $2.3 billion, respectively, for 2006 and 2005. The pre-tax loss
experienced in 2007 resulted from lower settlement revenues combined with lower gross
margins. In addition, for 2007 and 2006, results of operations were affected by
land-related charges totaling $2 billion and $409.5 million, respectively, and impairments
of our investments in unconsolidated joint ventures of $189.9 million and $95.4 million,
respectively. Gross margins in 2007 were unfavorably impacted by lower selling prices and
increased sales incentives. Land-related charges for 2007 and 2006 consisted of write-offs
of deposits and other related costs for land transactions we no longer plan to pursue
($239.7 million and $151.2 million, respectively), net realizable valuation adjustments
related to land positions sold or held for sale ($199.2 million and $54.6 million,
respectively), and impairments on land assets related to communities under development or
to be developed in the future ($1.6 billion and $203.8 million, respectively). In
addition, we incurred goodwill impairment charges of $370 million in 2007. There were no
significant land-related charges in 2005.
Pre-tax income from our Financial Services business segment decreased 63% in 2007
compared with 2006 after increasing 64% in 2006 compared with 2005. Pre-tax income for
2006 includes a one-time gain of $31.6 million related to the sale of our investment in Su
Casita, a Mexican mortgage banking company, which occurred in the first quarter of 2006.
The significant decrease in 2007 is also the result of lower loan originations due to
significant decreases in the number of homes closed as well as increased loan loss
reserves. Capture rates were 92%, 91%, and 89% in 2007, 2006, and 2005, respectively.
Our Other non-operating loss decreased 29% in 2007 compared with 2006 after decreasing
53% in 2006 compared with 2005, due primarily to reductions in compensation-related costs.
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Year Ended December 31,
2007
2006
2005
$
8,881,509
$
13,975,387
$
14,370,667
240,221
99,861
157,569
(9,329,354
)
(11,544,905
)
(11,005,591
)
(418,177
)
(138,528
)
(139,377
)
(1,060,818
)
(1,136,027
)
(1,107,816
)
(190,383
)
(95,244
)
72,604
(632,490
)
(150,176
)
(49,234
)
$
(2,509,492
)
$
1,010,368
$
2,298,822
27,540
41,487
45,630
$
322
$
337
$
315
25,175
33,925
47,531
$
7,812,000
$
11,253,000
$
15,518,000
7,890
10,255
17,817
$
2,510,000
$
3,580,000
$
6,301,000
(a)
Includes homebuilding interest expense, which represents the amortization
of capitalized interest. Home cost of sales also includes land and community
valuation adjustments of $1.6 billion, $203.8 million, and $7.7 million for 2007,
2006, and 2005, respectively.
(b)
Includes net realizable value adjustments for land held for sale of
$199.2 million, $54.6 million, and $3.1 million for 2007, 2006, and 2005,
respectively.
(c)
Includes impairments of our investments in unconsolidated joint ventures,
which totaled $189.9 million and $95.4 million for the years ended December 31,
2007 and 2006, respectively.
(d)
Includes the write-off of deposits and other related costs for land
option contracts we no longer plan to pursue of $239.7 million, $151.2 million,
and $19.2 million for 2007, 2006, and 2005, respectively. For 2007, other income
(expense) includes goodwill impairment charges of $370 million. For 2006, other
income (expense) also includes $18.6 million related to the closure of our
production facility in Virginia.
(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.
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Northeast:
Northeast Area includes the following states:
Connecticut, Delaware, Maryland, Massachusetts, New Jersey,
New York, Pennsylvania, Virginia
Southeast:
Southeast Area includes the following states:
Georgia, North Carolina, South Carolina, Tennessee
Florida:
Florida Area includes the following state:
Florida
Midwest:
Great Lakes Area includes the following states:
Colorado, Illinois, Indiana, Kansas, Michigan, Minnesota, Missouri, Ohio
Central:
Texas Area includes the following state
:
Texas
Southwest:
Southwest Area includes the following states:
Arizona, Nevada, New Mexico
*California:
Northern California and Southern California Areas include the following state:
California
*
Our homebuilding operations located in Reno, Nevada are reported in the California segment,
while our Nevada homebuilding operations are reported in the Southwest segment.
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Year Ended December 31,
2007
2006
2005
$
1,113,805
$
1,650,129
$
1,856,906
1,173,485
1,254,337
950,792
1,087,918
2,209,864
2,247,513
1,146,991
1,639,940
2,055,483
575,541
894,450
793,273
2,316,147
3,694,571
3,259,913
1,467,622
2,632,096
3,206,787
$
8,881,509
$
13,975,387
$
14,370,667
$
(149,793
)
$
127,376
$
326,399
72,799
88,162
86,683
(347,587
)
381,924
475,939
(339,193
)
(90,695
)
140,232
(121,351
)
16,038
10,560
(249,173
)
714,185
745,163
(545,369
)
107,368
654,940
(829,825
)
(333,990
)
(141,094
)
$
(2,509,492
)
$
1,010,368
$
2,298,822
2,573
3,489
3,909
3,990
4,504
4,127
4,007
7,374
8,784
3,888
5,548
7,344
2,623
4,815
4,959
7,318
10,548
10,237
3,141
5,209
6,270
27,540
41,487
45,630
2,447
2,813
4,019
3,563
4,632
4,888
4,047
4,501
8,383
3,319
5,201
7,701
2,371
4,323
5,776
6,609
8,365
10,723
2,819
4,090
6,041
25,175
33,925
47,531
791
917
1,593
1,281
1,708
1,580
1,252
1,212
4,085
828
1,397
1,744
870
1,122
1,614
2,010
2,719
4,902
858
1,180
2,299
7,890
10,255
17,817
(a)
Unallocated includes amortization of capitalized interest of $315
million, $255.7 million, and $179.6 million for 2007, 2006, and 2005, respectively;
goodwill impairment of $370 million for 2007; and shared services that benefit all
operating segments, the costs of which are not allocated to the operating segments
reported above.
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Year Ended December 31,
2007
2006
2005
13,152
27,524
44,088
17,170
23,332
31,863
35,348
48,640
70,434
14,098
23,082
47,414
13,023
18,320
28,251
49,746
66,034
97,290
15,321
25,291
43,275
157,858
232,223
362,615
$
116,418
$
22,206
$
17,089
1,083
283,919
22,715
240,380
73,152
7,110
97,615
3,269
608
335,044
9,774
398,717
55,569
1,489,182
187,768
7,718
114,473
16,000
$
1,603,655
$
203,768
$
7,718
$
16,051
$
3,204
$
6,652
14
27,633
5,596
103,374
29,784
314
19,140
8,679
2,756
14,859
7,014
11,538
293
199,247
$
54,570
$
3,084
$
60,863
$
33,798
$
2,931
3,114
4,514
2,194
46,763
25,108
1,119
10,940
31,644
7,590
5,302
3,987
1,767
54,870
21,013
2,283
57,864
33,102
2,548
239,716
153,166
20,432
(1,981
)
(1,237
)
$
239,716
$
151,185
$
19,195
$
59,075
$
$
128,303
95,400
2,485
$
189,863
$
95,400
$
(a)
Corporate and unallocated includes $110.8 million and $16 million,
respectively, of write-offs of capitalized interest related to land and community valuation
adjustments recorded during the years ended December 31, 2007 and 2006 and $3.7 million of
land and community valuation adjustments related to our Puerto Rico operations for the year
ended December 31, 2007.
(b)
Corporate and unallocated includes impairments of $2.5 million related to
our joint ventures in Puerto Rico.
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Years Ended December 31,
2007
2006
2005
$
75,539
$
110,759
$
81,084
12,807
17,317
22,020
21,807
33,494
25,961
20,802
29,833
29,496
3,814
3,193
2,853
134,769
194,596
161,414
(92,150
)
(111,468
)
(93,574
)
31,635
361
697
2,746
$
42,980
$
115,460
$
70,586
23,404
40,269
42,994
$
5,336,400
$
8,683,500
$
8,528,600
23,272
40,117
42,302
$
5,309,100
$
8,642,900
$
8,397,600
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Years Ended December 31,
2007
2006
2005
$
(2,731
)
$
531
$
43,344
33,122
42,569
49,050
$
30,391
$
43,100
$
92,394
Years Ended December 31,
2007
2006
2005
$
235,596
$
229,798
$
223,591
240,000
261,486
185,792
(314,998
)
(255,688
)
(179,585
)
$
160,598
$
235,596
$
229,798
$
243,864
$
266,561
$
234,024
*
Interest incurred includes interest on our senior debt, short-term borrowings, and
other financing arrangements and excludes interest incurred by our financial services
operations.
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Payments Due by Period
($000s omitted)
Total
2008
2009-2010
2011-2012
After 2012
$
6,408,960
$
224,857
$
772,008
$
1,051,604
$
4,360,491
239,537
56,118
81,714
38,888
62,817
10,465
4,677
4,833
955
$
6,658,962
$
285,652
$
858,555
$
1,091,447
$
4,423,308
(a)
Represents our senior notes and related interest payments.
(b)
Represents our non-recourse collateralized financing arrangements and related
interest payments.
(c)
We do not have any payments due in connection with capital lease or purchase
obligations.
Amount of Commitment Expiration by Period
($000s omitted)
Total
2008
2009-20010
2011-2012
After 2012
$
1,860,000
$
$
$
1,860,000
$
705,000
300,000
405,000
46,549
39,699
6,850
$
2,611,549
$
339,699
$
411,850
$
1,860,000
$
(a)
Includes capacity to issue up to $1.125 billion in standby letters of credit, of
which $447 million was outstanding at December 31, 2007. In February 2008, we
amended the credit facility and decreased the borrowing capacity to $1.6 billion.
(b)
Includes credit facility of $405 million and $300 million asset-backed
commercial paper program. In February 2008, we amended the commercial paper program
to reduce the capacity to $150 million.
(c)
Excludes standby letters of credit issued under the Guarantor revolving credit
facilities.
(d)
Excludes performance and surety bonds of approximately $1.5 billion, which
typically do not have stated expiration dates.
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As of December 31, 2007 for the
Years ended December 31,
There-
Fair
2008
2009
2010
2011
2012
after
Total
Value
$
$
338,812
$
$
$
698,563
$
2,450,000
$
3,487,375
$
2,962,634
4.88
%
7.95
%
6.24
%
6.45
%
$
4,120
$
3,490
$
890
$
890
$
$
$
9,390
$
9,390
5.65
%
5.57
%
7.25
%
7.25
%
5.93
%
As of December 31, 2006 for the
Years ended December 31,
There-
Fair
2007
2008
2009
2010
2011
after
Total
Value
$
$
$
400,000
$
$
698,563
$
2,450,000
$
3,548,563
$
3,584,523
4.88
%
7.95
%
6.24
%
6.42
%
$
19,755
$
3,484
$
3,650
$
$
$
$
26,889
$
26,889
.31
%
1.25
%
2.37
%
.71
%
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CONSOLIDATED BALANCE SHEETS
December 31, 2007 and 2006
($000s omitted, except share data)
2007
2006
$
1,060,311
$
551,292
38,714
72,597
7,027,511
9,374,335
252,563
465,823
20,838
43,609
447,089
871,350
105,479
150,685
5,654
375,677
110,704
118,954
1,050,934
982,034
105,906
170,518
$
10,225,703
$
13,176,874
$
418,637
$
576,321
132,720
200,478
1,308,554
1,403,793
440,611
814,707
126,758
66,267
3,478,230
3,537,947
5,905,510
6,599,513
2,571
2,553
1,362,504
1,284,687
(4,883
)
(2,986
)
2,960,001
5,293,107
4,320,193
6,577,361
$
10,225,703
$
13,176,874
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CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2007, 2006, and 2005
(000s omitted, except per share data)
2007
2006
2005
$
9,121,730
$
14,075,248
$
14,528,236
134,769
194,596
161,414
6,595
4,564
4,885
9,263,094
14,274,408
14,694,535
11,440,839
12,969,636
12,302,018
92,150
111,468
93,574
36,986
47,664
97,279
11,569,975
13,128,768
12,492,871
31,635
620
(190,022
)
(94,547
)
74,730
(2,496,903
)
1,082,728
2,277,014
(222,486
)
393,082
840,126
(2,274,417
)
689,646
1,436,888
18,662
(2,175
)
55,025
$
(2,255,755
)
$
687,471
$
1,491,913
$
(9.02
)
$
2.73
$
5.62
0.07
(0.01
)
0.22
$
(8.94
)
$
2.73
$
5.84
$
(9.02
)
$
2.67
$
5.47
0.07
(0.01
)
0.21
$
(8.94
)
$
2.66
$
5.68
$
0.16
$
0.16
$
0.13
252,192
252,200
255,492
6,421
7,309
252,192
258,621
262,801
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
AND COMPREHENSIVE INCOME
For the years ended December 31, 2007, 2006, and 2005
($000s omitted, except per share data)
Accumulated
Additional
Other
Common
Paid-in
Unearned
Comprehensive
Retained
Stock
Capital
Compensation
Income (Loss)
Earnings
Total
$
2,558
$
1,114,739
$
(44
)
$
(14,380
)
$
3,419,401
$
4,522,274
30
31,218
31,248
34,095
34,095
18
(18
)
44
44
(33,550
)
(33,550
)
(36
)
(16,566
)
(126,644
)
(143,246
)
45,680
45,680
1,491,913
1,491,913
(4,048
)
(4,048
)
12,932
12,932
1,500,797
$
2,570
$
1,209,148
$
$
(5,496
)
$
4,751,120
$
5,957,342
13
8,337
8,350
6,696
6,696
7
(7
)
(40,879
)
(40,879
)
(37
)
(17,653
)
(104,605
)
(122,295
)
78,166
78,166
687,471
687,471
1,240
1,240
1,270
1,270
689,981
$
2,553
$
1,284,687
$
$
(2,986
)
$
5,293,107
$
6,577,361
(31,354
)
(31,354
)
7
7,855
7,862
523
523
13
(13
)
(40,997
)
(40,997
)
(2
)
(1,243
)
(5,000
)
(6,245
)
70,695
70,695
(2,255,755
)
(2,255,755
)
(1,762
)
(1,762
)
(135
)
(135
)
(2,257,652
)
$
2,571
$
1,362,504
$
$
(4,883
)
$
2,960,001
$
4,320,193
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2007, 2006, and 2005
($000s omitted)
2007
2006
2005
$
(2,255,755
)
$
687,471
$
1,491,913
2,042,618
409,523
29,997
370,023
(31,635
)
(620
)
13,124
83,852
83,675
61,512
70,695
78,166
45,724
73,164
(157,832
)
33,695
190,022
94,547
(75,350
)
4,429
6,590
86,020
2,315
2,657
(180
)
622,359
(1,151,972
)
(1,699,373
)
395,425
167,156
(341,429
)
(4,936
)
98,776
(154,531
)
(396,541
)
(380,985
)
477,372
20,585
(173,663
)
50,830
1,218,255
(267,526
)
18,704
60,201
67,444
107,978
(217,541
)
(58,229
)
(161,926
)
(65,779
)
(31,172
)
(13,728
)
49,216
142,866
19,767
19,091
5,858
(70,116
)
(98,629
)
(88,887
)
(221,417
)
(86,886
)
(25,283
)
(374,096
)
(78,294
)
275,586
150,000
695,358
(74,687
)
(19,757
)
(125,000
)
523
6,696
7,862
8,350
31,248
(6,245
)
(122,295
)
(143,246
)
(40,997
)
(40,879
)
(33,550
)
(487,640
)
(96,179
)
700,396
(179
)
(385
)
333
509,019
(450,976
)
694,150
551,292
1,002,268
308,118
$
1,060,311
$
551,292
$
1,002,268
$
14,533
$
17,483
$
42,789
$
(72,364
)
$
718,695
$
747,325
Table of Contents
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Balance at
Balance at
December 31,
December 31,
2006
Impairments
2007
$
2,729
$
(2,729
)
$
4,954
4,954
34,414
(34,414
)
18,316
(18,316
)
4,493
(4,493
)
218,966
(218,966
)
91,105
(91,105
)
700
700
$
375,677
$
(370,023
)
$
5,654
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
$
1,491,913
14,705
(16,119
)
$
1,490,499
$
5.84
$
5.83
$
5.68
$
5.67
2007
$
32,023
5,362
8,320
$
45,705
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
2007
2006
$
117,260
$
124,371
71,778
164,770
(98,121
)
(171,881)
)
$
90,917
$
117,260
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
2007
2006
$
2,115,102
$
2,606,613
3,656,623
5,478,244
1,255,786
1,289,478
$
7,027,511
$
9,374,335
Years Ended December 31,
2007
2006
2005
$
235,596
$
229,798
$
223,591
240,000
261,486
185,792
(314,998
)
(255,688
)
(179,585
)
$
160,598
$
235,596
$
229,798
$
243,864
$
266,561
$
234,024
*
Interest incurred includes interest on our senior debt, short-term borrowings, and
other financing arrangements and excludes interest incurred by our financial services
operations.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
2007
2006
Fair Value of
Fair Value of
Communities
Communities
Number of
Impaired, Net
Number of
Impaired, Net
Communities
of Impairment
Impairment
Communities
of Impairment
Impairment
Quarter Ended
Impaired
Charges
Charges
Impaired
Charges
Charges
35
$
161.9
$
62.4
1
$
0.1
$
0.1
139
695.8
603.1
3
9.1
9.3
169
822.4
615.9
27
144.1
48.4
120
483.4
322.3
53
286.0
146.0
$
1,603.7
$
203.8
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
2007
2006
$
347,758
$
507,134
(95,195
)
(41,311
)
$
252,563
$
465,823
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
*
The Companys homebuilding operations located in Reno, Nevada are reported in the California
segment, while its Nevada homebuilding operations are reported in the Southwest segment.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Operating Data by Segment ($000s omitted)
Years Ended December 31,
2007
2006
2005
$
1,121,636
$
1,663,123
$
1,868,900
1,175,467
1,260,393
994,785
1,180,170
2,212,867
2,271,050
1,189,638
1,651,885
2,056,707
611,384
935,890
839,484
2,367,597
3,700,488
3,277,424
1,475,838
2,650,602
3,219,886
9,121,730
14,075,248
14,528,236
134,769
194,596
161,414
6,595
4,564
4,885
$
9,263,094
$
14,274,408
$
14,694,535
$
(149,793
)
$
127,376
$
326,399
72,799
88,162
86,683
(347,587
)
381,924
475,939
(339,193
)
(90,695
)
140,232
(121,351
)
16,038
10,560
(249,173
)
714,185
745,163
(545,369
)
107,368
654,940
42,980
115,460
70,586
(1,636,687
)
1,459,818
2,510,502
(860,216
)
(377,090
)
(233,488
)
$
(2,496,903
)
$
1,082,728
$
2,277,014
(a)
Corporate and unallocated includes interest income earned from
short-term investments of cash and equivalents.
(b)
Financial Services income from continuing operations before income
taxes includes interest expense of $16.5 million, $23.7 million, and $16 million for
2007, 2006, and 2005, respectively, and interest income of $21.8 million, $33.5
million, and $26 million for 2007, 2006, and 2005, respectively.
(c)
Corporate and unallocated includes amortization of capitalized
interest of $315 million, $255.7 million, and $179.6 million for 2007, 2006, and
2005, respectively; goodwill impairment of $370 million for 2007; and shared services
that benefit all operating segments, the costs of which are not allocated to the
operating segments reported above.
(d)
Consolidated income (loss) from continuing operations before income
taxes includes selling, general, and administrative expenses of $1.2 billion, $1.3
billion, and $1.2 billion for 2007, 2006, and 2005, respectively.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Valuation Adjustments and Write-Offs by Segment
($000s omitted)
Years Ended December 31,
2007
2006
2005
$
116,418
$
22,206
$
17,089
1,083
283,919
22,715
240,380
73,152
7,110
97,615
3,269
608
335,044
9,774
398,717
55,569
114,473
16,000
$
1,603,655
$
203,768
$
7,718
$
16,051
$
3,204
$
6,652
14
27,633
5,596
103,374
29,784
314
19,140
8,679
2,756
14,859
7,014
11,538
293
$
199,247
$
54,570
$
3,084
$
60,863
$
33,798
$
2,931
3,114
4,514
2,194
46,763
25,108
1,119
10,940
31,644
7,590
5,302
3,987
1,767
54,870
21,013
2,283
57,864
33,102
2,548
(1,981
)
(1,237
)
$
239,716
$
151,185
$
19,195
$
59,075
$
$
128,303
95,400
2,485
$
189,863
$
95,400
$
(a)
Includes $110.8 million and $16 million, respectively, of write-offs of
capitalized interest related to land and community valuation adjustments recorded
during the years ended December 31, 2007 and 2006 and $3.7 million of land and
community valuation adjustments related to our Puerto Rico operations.
(b)
Includes settlements related to costs previously in dispute and considered
non-recoverable.
(c)
Includes impairments of $2.5 million related to joint ventures located in
Puerto Rico.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Operating Data by Segment ($000s omitted)
Years Ended December 31,
2007
2006
2005
$
4,170
$
4,674
$
3,382
5,255
3,169
2,185
11,421
10,351
6,737
5,068
5,919
4,348
3,406
3,705
2,611
15,531
11,657
7,411
10,547
10,342
8,110
9,559
8,686
6,565
18,895
25,172
20,163
$
83,852
$
83,675
$
61,512
(a)
Corporate and unallocated depreciation and amortization includes depreciation of
corporate fixed assets and amortization of intangible assets.
Operating Data by Segment ($000s omitted)
Years Ended December 31,
2007
2006
2005
$
30
$
$
466
(56,941
)
(997
)
20,757
(131,254
)
(95,958
)
(539
)
361
32,331
2,745
(2,218
)
1,712
51,921
$
(190,022
)
$
(62,912
)
$
75,350
(a)
Includes impairments related to investments in unconsolidated joint
ventures totaling $189.9 million and $95.4 million in 2007 and 2006,
respectively.
(b)
For the year ended December 31, 2005, corporate and unallocated includes
approximately $44.2 million of earnings related to the Companys 50% joint venture
that supplied and installed basic building components and operating systems.
Effective January 2006, the Company exercised its option to purchase the remaining
50% interest in this entity.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Assets
Inventory
$
1,245,240
$
1,053,403
835,085
733,556
1,223,222
1,020,433
678,638
622,779
426,432
345,569
2,173,718
2,032,818
1,190,970
1,062,277
559,915
8,333,220
6,870,835
1,892,483
156,676
$
10,225,703
$
7,027,511
$
1,530,238
$
1,167,454
734,001
640,199
1,742,839
1,464,691
1,239,968
1,071,216
651,926
536,353
2,811,614
2,500,739
1,953,240
1,761,000
951,206
11,615,032
9,141,652
1,561,842
232,683
$
13,176,874
$
9,374,335
(a)
Corporate and unallocated primarily includes cash and equivalents;
goodwill and intangibles; land, not owned, under option agreements; capitalized
interest; and other corporate items that are not allocated to the operating
segments.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31,
2007
2006
4
5
4
3
12
14
20
22
$
54,223
$
68,361
35,767
37,743
15,489
44,581
$
105,479
$
150,685
$
124,529
$
304,115
9,442
8,639
$
133,971
$
312,754
$
602,507
$
935,888
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31,
2007
2006
338,545
399,475
199,614
199,492
496,934
496,479
298,529
298,244
499,790
499,756
349,537
349,472
148,940
148,831
298,934
298,891
398,122
398,049
299,285
299,258
150,000
150,000
$
3,478,230
$
3,537,947
$
2,962,634
$
3,584,523
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
2007
2006
2005
$
1,860,000
$
2,010,000
$
1,660,000
$
1,413,000
$
1,451,000
$
1,168,000
$
200,000
$
754,000
$
47,000
$
52,000
$
407,000
$
22,000
5.56 to
5.30 to
3.22 to
8.25
%
8.25
%
7.00
%
6.51
%
5.95
%
5.24
%
(a)
Reduced by letters of credit outstanding of $447 million and $559 million at December
31, 2007 and 2006, respectively.
(b)
Excludes letters of credit outstanding of $486 million for 2007 and $583 million for
2006, respectively.
(c)
Excludes letters of credit outstanding, which averaged $485 million and $573 million
for 2007 and 2006, respectively.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
2007
2006
2005
$
705,000
$
955,000
$
990,000
$
264,000
$
140,000
$
97,000
$
441,000
$
815,000
$
893,000
$
291,000
$
452,000
$
423,000
0.53 to
0.53 to
0.65 to
6.66
%
6.17
%
5.12
%
5.47
%
5.81
%
4.89
%
December 31,
2007
2006
$
(451
)
$
(316
)
(4,432
)
(2,670
)
$
(4,883
)
$
(2,986
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Shares
Shares Available
Plan Name
Authorized
For Grant
12,000,000
4,771,150
12,000,000
33,830
10,000,000
479,736
2007
2006
2005
Weighted-
Weighted-
Weighted-
Average
Average
Average
Per Share
Per Share
Per Share
Shares
Exercise Price
Shares
Exercise Price
Shares
Exercise Price
18,237
$
21
16,850
$
19
17,802
$
15
2,884
12
2,451
34
2,543
40
(683
)
(10
)
(562
)
(13
)
(3,136
)
(10
)
(554
)
(33
)
(502
)
(30
)
(359
)
(21
)
19,884
$
20
18,237
$
21
16,850
$
19
13,471
$
17
11,972
$
14
9,937
$
12
$
4.32
$
13.90
$
17.31
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Options Outstanding
Options Exercisable
Weighted-
Weighted-
Weighted-
Range of
Number
Average
Average
Number
Average
Per Share
Outstanding
Remaining
Per Share
Exercisable
Per Share
Exercise Prices
(000s omitted)
Contract Life
Exercise Price
(000s omitted)
Exercise Price
10,453
5.4
$
10
7,702
$
10
212
5.0
$
15
212
$
15
4,854
6.4
$
24
4,404
$
24
4,341
8.4
$
37
1,128
$
40
24
7.7
$
43
24
$
43
Weighted-average assumptions
Year Ended December 31,
2007
2006
2005
5.5
5.2
5.6
40
%
38.9
%
40.1
%
1.5
%
0.5
%
0.4
%
3.4
%
4.8
%
4.6
%
Weighted-Average Per Share
Shares
Grant Date Fair Value
3,717
$
35.25
1,616
$
19.78
(689
)
$
27.44
(309
)
$
34.95
4,335
$
30.75
(a)
The weighted-average grant-date fair value for non-vested shares was $36.27 and $38.07
for the years ended December 31, 2006 and 2005, respectively.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Current
Deferred
Total
$
(261,921
)
$
61,043
$
(200,878
)
(33,729
)
12,121
(21,608
)
$
(295,650
)
$
73,164
$
(222,486
)
$
514,691
$
(155,530
)
$
359,161
36,223
(2,302
)
33,921
$
550,914
$
(157,832
)
$
393,082
$
749,450
$
29,231
$
778,681
56,981
4,464
61,445
$
806,431
$
33,695
$
840,126
2007
2006
2005
35.00
%
35.00
%
35.00
%
3.00
1.84
2.25
(1.63
)
(0.88
)
(25.00
)
(4.24
)
0.15
1.09
0.53
8.91
%
36.30
%
36.90
%
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
At December 31,
2007
2006
$
(176,995
)
$
(108,356
)
(42,068
)
(45,165
)
(219,063
)
(153,521
)
237,911
192,651
689,035
129,979
29,907
11,359
956,853
333,989
(631,884
)
(9,950
)
$
105,906
$
170,518
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
$
86,663
1,708
(12,135
)
11,610
(142
)
(1,495
)
$
86,209
Years Ending December 31,
$
56,118
48,700
33,014
22,242
16,646
62,817
$
239,537
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2007
($000s omitted)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 2006
($000s omitted)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended December 31, 2007
($000s omitted)
Unconsolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Consolidated
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Pulte Homes, Inc.
$
$
9,121,730
$
$
$
9,121,730
20,802
113,967
134,769
12
3,178
3,405
6,595
12
9,145,710
117,372
9,263,094
9,747,531
9,747,531
32,178
1,584,743
76,387
1,693,308
634
8,543
82,973
92,150
89,247
(34,215
)
(18,046
)
36,986
164,933
(164,933
)
286,992
11,141,669
141,314
11,569,975
(187,805
)
(2,217
)
(190,022
)
(286,980
)
(2,183,764
)
(26,159
)
(2,496,903
)
(20,294
)
(194,240
)
(7,952
)
(222,486
)
(266,686
)
(1,989,524
)
(18,207
)
(2,274,417
)
18,662
18,662
(248,024
)
(1,989,524
)
(18,207
)
(2,255,755
)
(2,007,731
)
19,013
(1,567,843
)
3,556,561
$
(2,255,755
)
$
(1,970,511
)
$
(1,586,050
)
$
3,556,561
$
(2,255,755
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended December 31, 2006
($000s omitted)
Unconsolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Consolidated
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Pulte Homes, Inc.
$
$
14,075,248
$
$
$
14,075,248
29,833
164,763
194,596
374
2,154
2,036
4,564
374
14,107,235
166,799
14,274,408
11,683,433
11,683,433
36,883
1,233,381
15,939
1,286,203
697
9,913
100,858
111,468
94,324
(34,296
)
(12,364
)
47,664
104,193
(104,193
)
236,097
12,788,238
104,433
13,128,768
31,635
31,635
(96,259
)
1,712
(94,547
)
(235,723
)
1,222,738
95,713
1,082,728
(86,662
)
443,937
35,807
393,082
(149,061
)
778,801
59,906
689,646
248
(2,423
)
(2,175
)
(148,813
)
778,801
57,483
687,471
838,707
59,395
448,712
(1,346,814
)
(2,423
)
2,423
836,284
59,395
448,712
(1,344,391
)
$
687,471
$
838,196
$
506,195
$
(1,344,391
)
$
687,471
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended December 31, 2005
($000s omitted)
Unconsolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Consolidated
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Pulte Homes, Inc.
$
$
14,528,236
$
$
$
14,528,236
29,496
131,918
161,414
289
3,682
914
4,885
289
14,561,414
132,832
14,694,535
11,144,968
11,144,968
18,011
1,139,129
(90
)
1,157,050
2,146
8,632
82,796
93,574
128,461
(21,545
)
(9,637
)
97,279
162,552
(162,552
)
311,170
12,108,632
73,069
12,492,871
620
620
66,902
7,828
74,730
(310,881
)
2,519,684
68,211
2,277,014
(119,172
)
933,434
25,864
840,126
(191,709
)
1,586,250
42,347
1,436,888
57,898
(2,873
)
55,025
(133,811
)
1,586,250
39,474
1,491,913
1,628,597
31,163
594,348
(2,254,108
)
(2,873
)
2,873
1,625,724
31,163
594,348
(2,251,235
)
$
1,491,913
$
1,617,413
$
633,822
$
(2,251,235
)
$
1,491,913
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended December 31, 2007
($000s omitted)
Unconsolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Consolidated
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Pulte Homes, Inc.
$
(747,713
)
$
1,501,969
$
463,999
$
$
1,218,255
57,154
3,047
60,201
(217,541
)
(217,541
)
51
24,000
(24,051
)
(219,304
)
(4,510
)
(127,093
)
350,907
(13,728
)
(13,728
)
19,758
9
19,767
(66,551
)
(3,565
)
(70,116
)
(219,253
)
(187,690
)
(141,330
)
326,856
(221,417
)
(374,096
)
(374,096
)
(61,189
)
(13,498
)
(74,687
)
523
523
153,294
197,613
(350,907
)
1,067,012
(1,056,922
)
(10,090
)
7,862
7,862
(6,245
)
(6,245
)
(40,997
)
(51
)
(24,000
)
24,051
(40,997
)
966,966
(917,177
)
(210,573
)
(326,856
)
(487,640
)
(179
)
(179
)
397,102
111,917
509,019
318,309
232,983
551,292
$
$
715,411
$
344,900
$
$
1,060,311
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended December 31, 2006
($000s omitted)
Unconsolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Consolidated
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Pulte Homes, Inc.
$
(404,256
)
$
(41,625
)
$
178,355
$
$
(267,526
)
65,694
1,750
67,444
(58,229
)
(58,229
)
3,287,122
72,000
748,378
(4,107,500
)
(1,496,817
)
(73,506
)
(432,558
)
1,937,102
(65,779
)
49,216
49,216
19,090
1
19,091
(90,513
)
(8,116
)
(98,629
)
1,790,305
(65,464
)
358,671
(2,170,398
)
(86,886
)
(78,294
)
(78,294
)
150,000
150,000
(19,757
)
(19,757
)
6,696
6,696
1,498,113
438,989
(1,937,102
)
(1,387,921
)
1,394,413
(6,492
)
8,350
8,350
(122,295
)
(122,295
)
(40,879
)
(3,287,135
)
(820,365
)
4,107,500
(40,879
)
(1,386,049
)
(414,366
)
(466,162
)
2,170,398
(96,179
)
(385
)
(385
)
(521,455
)
70,479
(450,976
)
839,764
162,504
1,002,268
$
$
318,309
$
232,983
$
$
551,292
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended December 31, 2005
($000s omitted)
Unconsolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Consolidated
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Pulte Homes, Inc.
$
(319,029
)
$
571,498
$
(233,765
)
$
$
18,704
107,978
107,978
(161,926
)
(161,926
)
1,362
20,011
(21,373
)
(791,488
)
(2,543
)
(735,918
)
1,498,777
(31,172
)
142,866
142,866
5,858
5,858
(76,807
)
(12,080
)
(88,887
)
(790,126
)
(107,429
)
(605,132
)
1,477,404
(25,283
)
275,586
275,586
648,557
46,801
695,358
(125,000
)
(125,000
)
782,878
715,899
(1,498,777
)
731,146
(637,997
)
(93,149
)
31,248
31,248
(143,246
)
(143,246
)
(33,550
)
(1,362
)
(20,011
)
21,373
(33,550
)
1,109,155
190,320
878,325
(1,477,404
)
700,396
333
333
654,389
39,761
694,150
185,375
122,743
308,118
$
$
839,764
$
162,504
$
$
1,002,268
Table of Contents
Pulte Homes, Inc.
January 30, 2008, except for Note 7, as to which the date is February 15, 2008
Table of Contents
UNAUDITED QUARTERLY INFORMATION
(000s omitted, except per share data)
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
Total
$
1,829,908
$
1,993,498
$
2,438,556
$
2,859,768
$
9,121,730
1,650,833
2,373,499
2,810,553
2,912,646
9,747,531
(148,386
)
(803,191
)
(1,098,679
)
(459,236
)
(2,509,492
)
$
39,581
$
27,362
$
32,743
$
35,083
$
134,769
13,195
6,568
12,896
10,321
42,980
$
1,944
$
386
$
499
$
3,766
$
6,595
(7,357
)
(9,986
)
(8,130
)
(4,918
)
(30,391
)
$
1,871,433
$
2,021,246
$
2,471,798
$
2,898,617
$
9,263,094
(142,548
)
(806,609
)
(1,093,913
)
(453,833
)
(2,496,903
)
(56,876
)
(299,058
)
(306,042
)
439,490
(222,486
)
(85,672
)
(507,551
)
(787,871
)
(893,323
)
(2,274,417
)
18,662
18,662
$
(85,672
)
$
(507,551
)
$
(787,871
)
$
(874,661
)
$
(2,255,755
)
$
(0.34
)
$
(2.01
)
$
(3.12
)
$
(3.54
)
$
(9.02
)
0.07
0.07
(0.34
)
(2.01
)
(3.12
)
(3.46
)
(8.54
)
251,919
252,093
252,264
252,485
252,192
$
(0.34
)
$
(2.01
)
$
(3.12
)
$
(3.54
)
$
(9.02
)
0.07
0.07
(0.34
)
$
(2.01
)
$
(3.12
)
$
(3.46
)
$
(8.94
)
251,919
252,093
252,264
252,485
252,192
(a)
Income from discontinued operations is comprised of our former Mexico homebuilding
operations which have been presented as discontinued operations for all periods
presented.
(b)
Cost of sales includes land and community valuation adjustments of $62.4 million,
$603.1 million, $615.9 million, and $322.3 million and net realizable value adjustments
of $18.3 million, $34 million, $80.5 million, and $66.5 million, for the 1st Quarter, 2nd
Quarter, 3rd Quarter, and 4th Quarter, respectively.
(c)
Loss before income taxes includes the write-off of deposits and other related costs of
$51.5 million, $58.2 million, $94.6 million, and $35.5 million for the 1st Quarter, 2nd
Quarter, 3rd Quarter, and 4th Quarter, respectively. Loss before income taxes also
includes impairments of investments of unconsolidated joint ventures of $54.1 million,
$51.1 million, and $84.7 million for the 2nd Quarter, 3rd Quarter and 4th Quarter,
respectively. Additionally, goodwill impairments of $335.6 million and $34.4 million
were recorded in the 3rd Quarter and 4th Quarter, respectively.
Table of Contents
UNAUDITED QUARTERLY INFORMATION
(000s omitted, except per share data)
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
Total
$
2,914,752
$
3,318,055
$
3,513,776
$
4,328,665
$
14,075,248
2,247,109
2,640,503
2,918,690
3,877,131
11,683,433
377,583
380,822
286,057
(34,094
)
1,010,368
$
44,857
$
40,467
$
49,609
$
59,663
$
194,596
49,344
15,056
21,377
29,683
115,460
$
2,967
$
445
$
574
$
578
$
4,564
(9,383
)
(8,153
)
(11,920
)
(13,644
)
(43,100
)
$
2,962,576
$
3,358,967
$
3,563,959
$
4,388,906
$
14,274,408
417,544
387,725
295,514
(18,055
)
1,082,728
154,899
143,873
104,064
(9,754
)
393,082
262,645
243,852
191,450
(8,301
)
689,646
(833
)
(1,231
)
(111
)
(2,175
)
$
262,645
$
243,019
$
190,219
$
(8,412
)
$
687,471
$
1.04
$
0.97
$
0.76
$
(0.03
)
$
2.73
(0.01
)
$
1.04
$
0.96
$
0.76
$
(0.03
)
$
2.73
253,864
252,618
251,287
251,248
252,200
$
1.01
$
0.94
$
0.74
$
(0.03
)
$
2.67
(0.01
)
$
1.01
$
0.94
$
0.74
$
(0.03
)
$
2.66
260,738
258,947
257,215
252,192
258,621
(a)
Loss from discontinued operations is comprised of our former thrift operation and
Argentina and Mexico homebuilding operations which have been presented as discontinued
operations for all periods presented.
Table of Contents
Table of Contents
January 30, 2008
Table of Contents
Table of Contents
Page Herein
42
43
44
45
46
(a)
Articles of Incorporation, as amended, of Pulte Homes, Inc.
(Incorporated by reference to Exhibit 3.1 of our Registration
Statement on Form S-4, Registration No. 333-62518)
(b)
Certificate of Amendment to the Articles of Incorporation of
Pulte Homes, Inc. (Dated May 16, 2005) (Incorporated by
reference to Exhibit 3(a) of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2006)
(c)
By-laws, as amended, of Pulte Homes, Inc. (Incorporated by
reference to Exhibit 3.1 of our Current Report on Form 8-K
dated September 15, 2004)
(a)
Any instrument with respect to long-term debt, where the
securities authorized thereunder do not exceed 10% of the
total assets of Pulte Homes, Inc. and its subsidiaries, has
not been filed. The Company agrees to furnish a copy of such
instruments to the SEC upon request.
Table of Contents
(a)
1990 Stock Incentive Plan for Key Employees (Filed with
Proxy Statement dated April 3, 1990 and as an exhibit of our
Registration Statement on Form S-8, Registration No.
33-40102)
(b)
1994 Stock Incentive Plan for Key Employees (Incorporated
by reference to our Proxy Statement dated March 31, 1994, and as
Exhibit 4.1 of our Registration Statement on Form
S-8, Registration No. 33-98944)
(c)
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)
(d)
1997 Stock Plan for Nonemployee Directors (Incorporated by
reference to our Proxy Statement dated March 27, 1998, and
as Exhibit 4.3 of our Registration Statement on Form S-8,
Registration No. 333-52047)
(e)
Pulte Homes, Inc. 401(k) Plan (Incorporated by reference to
Exhibit 4.3 of our Registration Statement on Form S-8, No.
333-115570)
(f)
Intercreditor and Subordination Agreement, dated October 1,
2003, among Asset Seven Corp., Pulte Realty Corporation,
certain subsidiaries of Pulte Homes, Inc., Bank One, NA, as
Administrative Agent, and Bank One Trust Company, National
Association, as Trustee (Incorporated by reference to
Exhibit 10(f) to our Annual Report on Form 10-K for the year
ended December 31, 2003)
(g)
Third Amended and Restated Credit Agreement, dated as of
June 20, 2007, among Pulte Homes, Inc., JPMorgan Chase Bank,
N.A., as Administrative Agent, and the lenders named therein
(Incorporated by reference to Exhibit 10(a) of our Current
Report on Form 8-K dated July 3, 2007)
(h)
First Amendment to Third Amended
and Restated Credit
Agreement, dated as of Novermber 21, 2007, among Pulte
Homes, Inc., JPMorgan Chase Bank, N.A., as Administrative
Agent, and the lenders named therein (Incorporated by
reference to Exhibit 10(a) of our Current Report on Form 8-K
dated November 27, 2007)
(i)
Second Amendment to Third Amended and Restated Credit
Agreement, dated as of February 15, 2008, among Pulte Homes,
Inc., JPMorgan Chase Bank, N.A., as Administrative Agent,
and the lenders named therein (Incorporated by reference to
Exhibit 10(a) of our Current Report on Form 8-K dated
February 20, 2008)
(j)
Long-Term Incentive Plan (Incorporated by reference to our
Proxy Statement dated March 31, 2000)
(k)
Pulte Corporation 2000 Incentive Plan for Key Employees
(Incorporated by reference to Exhibit 4.3 of our
Registration Statement on Form S-8, Registration No.
333-66284)
(l)
Pulte Corporation 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)
(m)
Form of Restricted Stock Award agreement under Pulte
Corporation 2000 Stock Incentive Plan for Key Employees
(Incorporated by reference to Exhibit 10(l) of our Annual
Report on Form 10-K for the year ended December 31, 2006)
(n)
Pulte Homes, 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)
(o)
Pulte Homes, Inc. Senior Management Annual Incentive Plan
(Incorporated by reference to our Proxy Statement dated
March 27, 2003)
Table of Contents
(p)
Pulte Homes, Inc. 2004 Stock Incentive Plan (Incorporated by
reference to our Proxy Statement dated March 29, 2004 and as
Exhibit 4.4 of our Registration Statement on Form S-8, No.
333-123223)
(q)
Form of Restricted Stock Award agreement under Pulte Homes,
Inc. 2004 Stock Incentive Plan (Incorporated by reference to
Exhibit 10(p) of our Annual Report on Form 10-K for the year
ended December 31, 2006)
(r)
Form of Restricted Stock Award
agreement (as amended) under
Pulte Homes, Inc. 2004 Stock Incentive Plan (Filed herewith)
(s)
Form of Stock Option Agreement
under Pulte Homes, Inc. 2002 and 2004 Stock Incentive Plans (Filed
herewith)
(t)
Form of Stock Option Agreement (as
amended) under Pulte Homes, Inc. 2002 and 2004 Stock Incentive Plans
(Filed herewith)
(u)
Del Webb Corporation Director Stock Plan (Incorporated by
reference to Exhibit 4.3 of our Registration Statement on
Form S-8, Registration No. 333-66322)
(v)
Del Webb Corporation 1993 Executive Long-Term Incentive Plan
(Incorporated by reference to Exhibit 4.7 of our
Registration Statement on Form S-8, Registration No.
333-66322)
(w)
Del Webb Corporation 1995 Director Stock Plan (Incorporated
by reference to Exhibit 4.4 of our Registration Statement on
Form S-8, Registration No. 333-66322)
(x)
Del Webb Corporation 1995 Executive Long-Term Incentive Plan
(Incorporated by reference to Exhibit 4.8 of our
Registration Statement on Form S-8, Registration No.
333-66322)
(y)
Pulte Homes, Inc. Long Term Compensation Deferral Plan (As
Amended and Restated Effective January 1, 2004)
(Incorporated by reference to Exhibit 10(a) of our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006)
(z)
Pulte Homes, Inc. Deferred Compensation Plan For
Non-Employee Directors (Effective as of January 1, 2005)
(Incorporated by reference to Exhibit 10(c) of our
Quarterly Report on Form 10-Q for the quarter ended March
31, 2006)
(aa)
Master Repurchase Agreement, dated as of December 22, 2000,
between Pulte Mortgage Corporation and Pulte Funding, Inc.
(Incorporated by reference to Exhibit 10 of our Quarterly
Report on Form 10-Q for the quarter ended September 30,
2003)
(ab)
Collection and Paying Agreement dated as of August 23,
2002, by and among Pulte Mortgage LLC, Pulte Funding, Inc.,
Bank One, NA, Credit Lyonnais New York Branch and LaSalle
Bank National Association (Incorporated by reference to
Exhibit 10(u) of our Annual Report on Form 10-K for the
year ended December 31, 2005)
(ac)
Amendment One dated as of August 19, 2005 to the Collection
and Paying Agreement dated as of August 23, 2002, by and
among Pulte Mortgage LLC, Pulte Funding, Inc., Bank One,
NA, Credit Lyonnais New York Branch and LaSalle Bank
National Association (Incorporated by reference to Exhibit
10(w) of our Annual Report on Form 10-K for the year ended
December 31, 2005)
(ad)
Second Amended and Restated Loan Agreement, dated as of
August 19, 2005, by and among Pulte Funding, Inc., Atlantic
Asset Securitization Corp., Jupiter Securitization
Corporation, La Fayette Asset Securitization Corporation,
Calyon New York Branch, JP Morgan Chase Bank, NA, Lloyds
TSB Bank PLC and Pulte Mortgage, LLC (Incorporated by
reference to Exhibit 10(z) of our Annual Report on Form
10-K for the year ended December 31, 2005)
(ae)
Second Amended and Restated Addendum to Master Repurchase
Agreement, dated as of August 19, 2005, between Pulte
Mortgage, LLC, and Pulte Funding, Inc. (Incorporated by
reference to Exhibit 10(aa) of our Annual Report on Form
10-K for the year ended December 31, 2005)
(af)
Fifth Amended and Restated Security and Collateral
Agreement by and among Pulte Mortgage LLC, JP Morgan Chase
Bank, N.A., as administrative agent, and LaSalle Bank
National Association, as collateral agent, dated as of May
16, 2006 (Incorporated by reference to Exhibit 10(a) of our
Quarterly Report on Form 10-Q for the quarter ended June
30, 2006)
Table of Contents
(ag)
Sixth Amended and Restated Revolving Credit Agreement by
and among Pulte Mortgage LLC, JPMorgan Chase Bank, N.A., as
administrative agent, J.P. Morgan Securities, Inc., as lead
arranger and sole bookrunner, and LaSalle Bank National
Association, as collateral agent, dated as of May 16, 2006
(Incorporated by reference to Exhibit 10(b) of our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006)
(ah)
Third Omnibus Amendment, dated as of August 18, 2006, by
and among Pulte Funding, Inc., as the borrower and the
buyer, Pulte Mortgage LLC, as a seller and the servicer,
Atlantic Asset Securitization LLC, as an issuer, La Fayette
Asset Securitization LLC, as an issuer, Calyon New York
Branch, as a bank, managing agent, and administrative
agent, Lloyds TSB Bank PLC, as a bank, JP Morgan Chase
Bank, National Association, as a bank and managing agent,
Jupiter Securitization Company LLC, as an issuer, and
LaSalle Bank National Association, as the collateral agent
(Incorporated by reference to Exhibit 10(a) of our
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005)
(ai)
Fourth Omnibus Amendment, dated as of August 13, 2007, by
and among Pulte Funding, Inc. as the borrower and as the
buyer, Pulte Mortgage LLC, as a seller and the servicer,
Atlantic Asset Securitization LLC, as an issuer, La Fayette
Asset Securitization LLC, as an issuer, Calyon New York
Branch, as a bank, as a managing agent and as the
administrative agent, Lloyds TSB Bank PLC, as a bank,
JPMorgan Chase Bank, National Association, as a bank and as
a managing agent, JS Siloed Trust, successor in interest to
Jupiter Securitization Company LLC, as an issuer, and
LaSalle Bank National Association, as the collateral agent
(Incorporated by reference to Exhibit 10(a) of our
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007)
(aj)
Fifth Omnibus Amendment, dated as of September 12, 2007, by
and among Pulte Funding, Inc. as the borrower and as the
buyer, Pulte Mortgage LLC, as a seller and the servicer,
Atlantic Asset Securitization LLC, as an issuer, La Fayette
Asset Securitization LLC, as an issuer, Calyon New York
Branch, as a bank, as a managing agent and as the
administrative agent, Lloyds TSB Bank PLC, as a bank,
JPMorgan Chase Bank, National Association, as a bank and as
a managing agent, JS Siloed Trust, successor in interest to
Jupiter Securitization
Company LLC, as an issuer, and LaSalle Bank National
Association, as the collateral agent (Incorporated by
reference to Exhibit 10(b) of our Quarterly Report on Form
10-Q for the quarter ended September 30, 2007)
(ak)
Sixth Omnibus Amendment, dated as of September 21, 2007, by
and among Pulte Funding, Inc. as the borrower and as the
buyer, Pulte Mortgage LLC, as a seller and the servicer,
Atlantic Asset Securitization LLC, as an issuer, La Fayette
Asset Securitization LLC, as an issuer, Calyon New York
Branch, as a bank, as a managing agent and as the
administrative agent, Lloyds TSB Bank PLC, as a bank,
JPMorgan Chase Bank, National Association, as a bank and as
a managing agent, JS Siloed Trust, successor in interest to
Jupiter Securitization Company LLC, as an issuer, and
LaSalle Bank National Association, as the collateral agent
(Incorporated by reference to Exhibit 10(c) of our
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007)
(al)
Seventh Omnibus Amendment, dated as of September 28, 2007,
by and among Pulte Funding, Inc. as the borrower and as the
buyer, Pulte Mortgage LLC, as a seller and the servicer,
Atlantic Asset Securitization LLC, as an issuer, La Fayette
Asset Securitization LLC, as an issuer, Calyon New York
Branch, as a bank, as a managing agent and as the
administrative agent, Lloyds TSB Bank PLC, as a bank,
JPMorgan Chase Bank, National Association, as a bank and as
a managing agent, JS Siloed Trust, successor in interest to
Jupiter Securitization Company LLC, as an issuer, and
LaSalle Bank National Association, as the collateral agent
(Incorporated by reference to Exhibit 10(d) of our
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007)
(am)
Eighth Omnibus Amendment, dated as of February 1, 2008, by
and among Pulte Funding, Inc. as the borrower and as the
buyer, Pulte Mortgage LLC, as a seller and the servicer,
Atlantic Asset Securitization LLC, as an issuer, La Fayette
Asset Securitization LLC, as an issuer, Calyon New York
Branch, as a bank, as a managing agent and as the
administrative agent, Lloyds TSB Bank PLC, as a bank,
JPMorgan Chase Bank, National Association, as a bank and as
a managing agent, JS Siloed Trust, successor in interest to
Jupiter Securitization Company LLC, as an issuer, and
LaSalle Bank National Association, as the collateral agent
(Incorporated by reference to Exhibit 10(a) of our Current
Report on Form 8-K dated February 5, 2008)
Table of Contents
Table of Contents
(Registrant)
February 25, 2008
By:
/s/ Roger A. Cregg
Roger A. Cregg
Executive Vice President
and Chief Financial Officer
Signature
Title
Date
Chairman of the Board of Directors
February 25, 2008
President, Chief Executive Officer
February 25, 2008
and
Member of the Board of Directors
(Principal Executive Officer)
Executive Vice President and
February 25, 2008
Chief
Financial Officer
(Principal Financial Officer)
Vice President and Controller
February 25, 2008
(Principal
Accounting Officer)
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
Member of Board of Directors
February 25, 2008
2
3
4
5
2
3
4
5
6
7
8
2
3
4
5
6
7
8
Years Ended December 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Earnings:
|
||||||||||||||||||||
|
||||||||||||||||||||
Income from continuing operations before taxes
|
$ | (2,496,903 | ) | $ | 1,082,728 | $ | 2,277,014 | $ | 1,592,324 | $ | 994,008 | |||||||||
Add:
|
||||||||||||||||||||
Fixed charges
|
295,130 | 316,596 | 274,156 | 231,252 | 202,716 | |||||||||||||||
Amortization of capitalized interest
|
314,998 | 255,688 | 179,585 | 133,049 | 78,708 | |||||||||||||||
Subtract:
|
||||||||||||||||||||
Capitalized interest
|
(240,000 | ) | (261,486 | ) | (185,792 | ) | (156,056 | ) | (136,308 | ) | ||||||||||
Distributions in excess (less than) earnings of affiliates
|
39,038 | 4,814 | 10,670 | (21,625 | ) | (36,186 | ) | |||||||||||||
|
||||||||||||||||||||
Income as adjusted
|
$ | (2,087,737 | ) | $ | 1,398,340 | $ | 2,555,633 | $ | 1,778,944 | $ | 1,102,938 | |||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed Charges:
|
||||||||||||||||||||
|
||||||||||||||||||||
Interest expensed and capitalized
|
$ | 260,348 | $ | 290,282 | $ | 250,026 | $ | 212,418 | $ | 186,339 | ||||||||||
Portion of rents representative of interest factor
|
23,336 | 25,889 | 24,130 | 18,834 | 16,377 | |||||||||||||||
Interest expense related to guaranteed debt of 50% or less
owned affiliates
(a)
|
11,446 | 425 | | | | |||||||||||||||
|
||||||||||||||||||||
Fixed charges
|
$ | 295,130 | $ | 316,596 | $ | 274,156 | $ | 231,252 | $ | 202,716 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
(b)
|
| 4.42 | 9.32 | 7.69 | 5.44 | |||||||||||||||
|
Note: | The ratios of earnings to fixed charges set forth above are computed on a total enterprise basis, except for our discontinued thrift operations, Mexico homebuilding operations, and Argentina operations, which have been excluded. Fixed charges is comprised of interest incurred, which includes imputed interest associated with the guaranteed debt of our 50% or less owned affiliates, as well as a portion of rent expense, which represents the estimated interest factor and amortization of debt expense. | |
(a) | Includes imputed interest related to certain guaranteed joint venture debt for which we have made or expect to make cash expenditures. | |
(b) | Earnings for year ended December 31, 2007 were inadequate to cover fixed charges. Additional earnings of $2.4 billion would have been necessary to bring the ratio to 1.0. |
96
Affiliates | Jurisdiction of Formation | |
56th and Lone Mountain, L.L.C.
|
Arizona | |
7601 River Road, Inc.
|
Delaware | |
7601 River Road, LP
|
Delaware | |
American Title of the Palm Beaches Corporation
|
Michigan | |
Andreas Court, S.E.
|
Puerto Rico | |
Anthem Arizona L.L.C.
|
Arizona | |
Asset Five Corp.
|
Arizona | |
Asset One Corp.
|
Arizona | |
Asset Seven Corp.
|
Arizona | |
August Woods, LLC
|
Maryland | |
Bel North, LLC
|
Maryland | |
BMD Development, LLC
|
Michigan | |
Butterfield Properties LLC
|
Ohio | |
Centerline Georgia Investor III LLC
|
Delaware | |
Chandler DJ Basin, LLC
|
Michigan | |
Chandler Natural Resources Corporation
|
Michigan | |
Coachman Development, LLC
|
Michigan | |
Contractors Insurance Company of North America, Inc., a Risk Retention Group
|
Hawaii | |
Controladora PHC, S DE R.L. DE C.V.
|
Monterrey, Nuevo Leon, Mexico | |
Corte Bella Golf Club, LLC
|
Michigan | |
CP Sunridge, LLC
|
Delaware | |
Dean Realty Company
|
Michigan | |
Del E. Webb Development Co., L.P.
|
Delaware | |
Del E. Webb Financial Corporation
|
Arizona | |
Del E. Webb Foothills Corporation
|
Arizona | |
Del E. Webb Land Conservancy
|
Arizona | |
Del Webb Building Products LLC
|
Michigan | |
Del Webb California Corp.
|
Arizona | |
Del Webb Commercial Properties Corporation
|
Arizona | |
Del Webb Communities of Illinois, Inc.
|
Arizona | |
Del Webb Communities of Virginia, Inc.
|
Arizona | |
Del Webb Communities, Inc.
|
Arizona | |
Del Webb Community Management Co.
|
Arizona | |
Del Webb Construction Services Co.
|
Arizona | |
Del Webb Corporation
|
Delaware | |
Del Webb Golf Corp.
|
Arizona | |
Del Webb Home Construction, Inc.
|
Arizona | |
Del Webb Homes, Inc.
|
Arizona | |
Del Webb Limited Holding Co.
|
Arizona | |
Del Webb MidAtlantic Corp.
|
Arizona | |
Del Webb Mortgage LLC
|
Delaware | |
Del Webb Property Corp.
|
Arizona | |
Del Webb Purchasing Company of Illinois, Inc.
|
Arizona | |
Del Webb Southwest Co.
|
Arizona | |
Del Webb Texas Limited Partnership
|
Arizona | |
Del Webb Texas Title Agency Co.
|
Arizona | |
Del Webb Title Company of Nevada, Inc.
|
Nevada | |
Del Webbs Contracting Services, Inc.
|
Aizona | |
Del Webbs Coventry Homes Construction Co.
|
Arizona | |
Del Webbs Coventry Homes of Nevada, Inc.
|
Arizona | |
Del Webbs Coventry Homes, Inc.
|
Arizona | |
Del Webbs Spruce Creek Communities, Inc.
|
Arizona | |
Del Webbs Sunflower of Tucson, Inc.
|
Arizona | |
Desarrolladores Urbanos (Canovanas) SE
|
Puerto Rico |
97
Affiliates | Jurisdiction of Formation | |
Devtex Land, L.P.
|
Texas | |
DiVosta Building, LLC
|
Michigan | |
DiVosta Homes Holdings, LLC
|
Delaware | |
DiVosta Homes Marketing, Inc.
|
Florida | |
DiVosta Homes Sales, Inc.
|
Florida | |
DiVosta Homes, L.P.
|
Delaware | |
DR Super Block 1 South, LLC
|
Delaware | |
DW Aviation Co.
|
Arizona | |
DW Homebuilding Co.
|
Arizona | |
Edinburgh Realty Corporation
|
Michigan | |
Evergreen-Hunt & Merrill Ranch, L.L.C.
|
Arizona | |
Fallsgrove Associates LLC
|
Maryland | |
First Heights Holdings Corporation
|
Michigan | |
Florida Building Products, LLC
|
Michigan | |
Fort Lincoln-Pulte Limited Liability Company
|
District of Columbia | |
GI Development Business Trust
|
Massachusetts | |
Grand Place Hayward, LLC
|
California | |
Grayhaven Estates Limited, L.L.C.
|
Michigan | |
Great Island Community, LLC
|
Michigan | |
Guaranteed Mortgage Corporation III
|
Michigan | |
H. D. Investments I, L.L.C.
|
Maryland | |
H.D. Whispering Creek, L.L.C.
|
Maryland | |
Harrison Hills, LLC
|
Maryland | |
Herring Pond Development Corporation
|
Michigan | |
Highlands One
|
Maryland | |
Hilltop Farms Development, LLC
|
Michigan | |
Homeland CC, LLC
|
Maryland | |
Homeland PG, LLC
|
Maryland | |
Homesite Solutions Corporation
|
Michigan | |
HydroSource Acquisitions, Inc.
|
Michigan | |
Jersey Meadows LLC
|
New Jersey | |
JNN Properties LLC
|
Michigan | |
Joliet Mortgage Reinsurance Company
|
Vermont | |
Kyle Acquisition Group, LLC
|
Nevada | |
Lexington Oaks Golf Club, Inc.
|
Florida | |
LPC One Development Partners, LLC
|
Delaware | |
Lyons, LC
|
Maryland | |
MALDP Development Corporation
|
Michigan | |
Marina Operations Corp.
|
Arizona | |
Marquette Title Insurance Company
|
Vermont | |
Mayaguez Partners, S.E.
|
Puerto Rico | |
MCS Mountain Road, LLC
|
Maryland | |
Mountain View Two, LLC
|
Arizona | |
Nantar, S. DE R.L. DE C.v.
|
Monterrey, Nuevo Leon, Mexico | |
Noble Vista Development LLC
|
Michigan | |
North American Builders Indemnity Company
|
Hawaii | |
North Valley Enterprises, LLC
|
Nevada | |
Oceanside Village, LLC
|
Michigan | |
PB Venture L.L.C.
|
Michigan | |
PC/BRE Development L.L.C.
|
Delaware | |
PC/BRE Springfield L.L.C.
|
Delaware | |
PC/BRE Venture L.L.C.
|
Delaware | |
PC/BRE Whitney Oaks L.L.C.
|
Delaware | |
PC/BRE Winfield L.L.C.
|
Delaware | |
PCIC Corporation
|
Michigan | |
PH Arizona LLC
|
Michigan | |
PH Relocation Services LLC
|
Michigan |
98
Affiliates | Jurisdiction of Formation | |
PH Trust I
|
Delaware | |
PH Trust II
|
Delaware | |
PH1 Corporation
|
Michigan | |
PH2 Corporation
|
Michigan | |
PH3 Corporation
|
Michigan | |
PH4 Corporation
|
Michigan | |
PHC Title Corporation
|
Michigan | |
PHM Title Agency L.L.C.
|
Delaware | |
PHNE Business Trust
|
Massachusetts | |
PHS Virginia Holdings, LLC
|
Michigan | |
PHS Virginia Limited Partnership
|
Michigan | |
PHT Building Materials Limited Partnership
|
Michigan | |
PHT Operating Company LLC
|
Michigan | |
PHT Title Agency, L.P.
|
Texas | |
PHT Title Corporation
|
Michigan | |
PIMI Holdings LLC
|
Michigan | |
PL Roseville, LLC
|
California | |
PN II, Inc.
|
Nevada | |
PN III, LLC
|
Delaware | |
Potomac Yard Development LLC
|
Delaware | |
Potomac Yard Development Sole Member LLC
|
Delaware | |
Preserve I, Inc.
|
Michigan | |
Preserve II, Inc.
|
Michigan | |
Public Home Builders Council of America
|
Texas | |
Pulte Arizona Services, Inc.
|
Michigan | |
Pulte Aviation I LLC
|
Michigan | |
Pulte Aviation II LLC
|
Michigan | |
Pulte Bajio Construcciones, S. de R.L. de C.V.
|
Mexico | |
Pulte Building Products LLC
|
Michigan | |
Pulte Building Services LLC
|
Delaware | |
Pulte Building Systems Holding Company, L.L.C.
|
Nevada | |
Pulte Building Systems, L.L.C. (AZ)
|
Arizona | |
Pulte Building Systems, L.L.C. (NV)
|
Nevada | |
Pulte Chile Corporation
|
Michigan | |
Pulte Communities NJ, Limited Partnership
|
Michigan | |
Pulte Development Corporation
|
Michigan | |
Pulte Development New Mexico, Inc.
|
Michigan | |
Pulte Diversified Companies, Inc.
|
Michigan | |
Pulte Financial Companies, Inc.
|
Michigan | |
Pulte Funding, Inc.
|
Michigan | |
Pulte Georgia Holdings LLC
|
Michigan | |
Pulte Home Corporation
|
Michigan | |
Pulte Home Corporation of the Delaware Valley
|
Michigan | |
Pulte Home Sciences LLC
|
Michigan | |
Pulte Home Sciences of Virginia, LLC
|
Michigan | |
Pulte Homes of Greater Kansas City, Inc.
|
Michigan | |
Pulte Homes of Indiana, LLC
|
Indiana | |
Pulte Homes of Maryland LLC
|
Maryland | |
Pulte Homes of Michigan LLC
|
Michigan | |
Pulte Homes of Minnesota LLC
|
Minnesota | |
Pulte Homes of New England LLC
|
Michigan | |
Pulte Homes of New Mexico, Inc.
|
Michigan | |
Pulte Homes of New York LLC
|
Delaware | |
Pulte Homes of NJ, Limited Partnership
|
Michigan | |
Pulte Homes of Ohio LLC
|
Michigan | |
Pulte Homes of PA, Limited Partnership
|
Michigan |
99
Affiliates | Jurisdiction of Formation | |
Pulte Homes of South Carolina, Inc.
|
Michigan | |
Pulte Homes of Texas, L.P.
|
Texas | |
Pulte Homes Tennessee Limited Partnership
|
Nevada | |
Pulte Interiors, Inc.
|
Michigan | |
Pulte International Building Corporation
|
Michigan | |
Pulte International Caribbean Corp.
|
Michigan | |
Pulte International Caribbean II, Limited Partnership
|
Michigan | |
Pulte International Corporation
|
Michigan | |
Pulte International Mexico Limited Partnership
|
Michigan | |
Pulte Land Company, LLC
|
Michigan | |
Pulte Land Development Corporation
|
Michigan | |
Pulte Lifestyle Communities, Inc.
|
Michigan | |
Pulte Michigan Services, LLC
|
Michigan | |
Pulte Midwest Title, Inc.
|
Arizona | |
Pulte Minnesota Holdings, LLC
|
Cayman Islands | |
Pulte Mortgage LLC
|
Delaware | |
Pulte Nevada I LLC
|
Delaware | |
Pulte Payroll Corporation
|
Michigan | |
Pulte Purchasing Corporation
|
Michigan | |
Pulte RC, LLC
|
Michigan | |
Pulte Real Estate Company
|
Florida | |
Pulte Realty Corporation
|
Arizona | |
Pulte Realty Holdings, Inc.
|
Michigan | |
Pulte Realty of Connecticut, Inc.
|
Michigan | |
Pulte Realty of New York, Inc.
|
New York | |
Pulte Realty of South Jersey, Inc.
|
Michigan | |
Pulte Realty, Inc.
|
Florida | |
Pulte SA Corporation
|
Michigan | |
Pulte Services California LLC
|
Michigan | |
Pulte Services Corporation
|
Michigan | |
Pulte SRL Holdings LLC
|
Michigan | |
Pulte Texas Holdings LLC
|
Michigan | |
Pulte Title Agency of Michigan, L.L.C.
|
Michigan | |
Pulte Title Agency of Minnesota, L.L.C.
|
Minnesota | |
Pulte Title Agency of Ohio, Limited Liability Company
|
Ohio | |
Pulte Urban Renewal, LLC
|
New Jersey | |
Pulte.com, Inc.
|
Michigan | |
Pulte/BP Murrieta Hills, LLC
|
California | |
Quarter Horse LLC
|
Massachusetts | |
Quartz Hill, LLC
|
Maryland | |
Radnor Homes, Inc.
|
Michigan | |
Rancho Diamante Investments, LLC
|
California | |
Residencias del Norte Limitada
|
Chile | |
RN Acquisition 2 Corp.
|
Nevada | |
Roseville Schools, LLC
|
California | |
Shiloh Farm Investments, LLC
|
Maryland | |
Shorepointe Village Homes, L.L.C.
|
Michigan | |
South Natick Hills, LLC
|
Michigan | |
Spa L Builders LLC
|
California | |
Springfield Golf Resort, L.L.C.
|
Arizona | |
Stetson Venture II, LLC
|
Arizona | |
Sun City Homes, Inc.
|
Nevada | |
Sun City Title Agency Co.
|
Arizona | |
Sun State Insulation Co., Inc.
|
Arizona | |
Tallmadge Woods STP Associates LLC
|
New York | |
Terravita Corp.
|
Arizona |
100
Affiliates | Jurisdiction of Formation | |
Terravita Home Construction Co.
|
Arizona | |
Thunderbird Lodge Holding Corp.
|
Arizona | |
Title Plant Corporation
|
Arizona | |
TVM Corporation
|
Michigan | |
Umerley Manor Oaks LLC
|
Maryland | |
Upper Gwynedd Development, Limited Partnership
|
Michigan | |
Wil Corporation
|
Michigan | |
Williams Fields at Perry Hall, L.L.C.
|
Maryland |
101
102
1. | I have reviewed this annual report on Form 10-K of Pulte Homes, 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 registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting. |
Date: February 25, 2008 | /s/ Richard J. Dugas, Jr. | |||
Richard J. Dugas, Jr. | ||||
President and Chief Executive Officer |
103
1. | I have reviewed this annual report on Form 10-K of Pulte Homes, 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 registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting. |
Date: February 25, 2008 | /s/ Roger A. Cregg | |||
Roger A. Cregg | ||||
Executive Vice President and
Chief Financial Officer |
104
/s/ Richard J. Dugas, Jr. | ||||
Richard J. Dugas, Jr. | ||||
President and Chief Executive Officer | ||||
/s/ Roger A. Cregg | ||||
Roger A. Cregg | ||||
Executive Vice President and
Chief Financial Officer |
||||
105