PulteGroup - 10-Q quarterly report FY2019 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9804

PULTEGROUP, INC.

(Exact name of registrant as specified in its charter)



Michigan	38-2766606
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



3350 Peachtree Road NE, Suite 150
Atlanta,	Georgia	30326
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:



Registrant’s telephone number, including area code:	404	978-6400

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $0.01	PHM	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
☒	☐	☐	☐	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



YES	☐	No	☒

Number of common shares outstanding as of July 18, 2019: 274,218,679

PULTEGROUP, INC.

TABLE OF CONTENTS



		Page No.
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements

	Condensed Consolidated Balance Sheets at June 30, 2019 and December 31, 2018	3

	Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018	4

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018	5

	Consolidated Statements of Shareholders' Equity for the three and six months ended June 30, 2019 and 2018	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4	Controls and Procedures	46

PART II	OTHER INFORMATION	47

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 6	Exhibits	48

	Signatures	49

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PULTEGROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($000’s omitted)



	June 30, 2019		December 31, 2018
	(Unaudited)
ASSETS

Cash and equivalents	$	631,309	$	1,110,088
Restricted cash	27,965		23,612
Total cash, cash equivalents, and restricted cash	659,274		1,133,700
House and land inventory	7,802,492		7,253,353
Land held for sale	38,218		36,849
Residential mortgage loans available-for-sale	343,732		461,354
Investments in unconsolidated entities	58,246		54,590
Other assets	837,279		830,359
Intangible assets	132,192		127,192
Deferred tax assets, net	224,104		275,579
	$	10,095,537	$	10,172,976

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Accounts payable	$	380,363	$	352,029
Customer deposits	334,484		254,624
Accrued and other liabilities	1,308,459		1,360,483
Income tax liabilities	27,913		11,580
Financial Services debt	234,186		348,412
Notes payable	2,740,325		3,028,066
	5,025,730		5,355,194
Shareholders' equity	5,069,807		4,817,782
	$	10,095,537	$	10,172,976

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(000’s omitted, except per share data)

(Unaudited)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues:
Homebuilding
Home sale revenues	$	2,403,559		$	2,450,054		$	4,353,415		$	4,361,652
Land sale and other revenues	29,469			66,904			32,445			79,461
	2,433,028			2,516,958			4,385,860			4,441,113
Financial Services	55,957			52,764			99,819			98,702
Total revenues	2,488,985			2,569,722			4,485,679			4,539,815

Homebuilding Cost of Revenues:
Home sale cost of revenues	(1,848,155		)	(1,862,133		)	(3,340,946		)	(3,322,073		)
Land sale cost of revenues	(26,214		)	(38,183		)	(28,265		)	(49,731		)
	(1,874,369		)	(1,900,316		)	(3,369,211		)	(3,371,804		)

Financial Services expenses	(30,901		)	(32,224		)	(62,350		)	(64,436		)
Selling, general, and administrative expenses	(259,440		)	(226,056		)	(512,166		)	(466,950		)
Other expense, net	(3,499		)	(1,956		)	(4,473		)	(3,263		)
Income before income taxes	320,776			409,170			537,479			633,362
Income tax expense	(79,735		)	(85,081		)	(129,681		)	(138,521		)
Net income	$	241,041		$	324,089		$	407,798		$	494,841

Per share:
Basic earnings	$	0.86		$	1.12		$	1.46		$	1.72
Diluted earnings	$	0.86		$	1.12		$	1.45		$	1.71
Cash dividends declared	$	0.11		$	0.09		$	0.22		$	0.18

Number of shares used in calculation:
Basic	276,652			285,276			277,142			285,976
Effect of dilutive securities	932			1,378			967			1,088
Diluted	277,584			286,654			278,109			287,064

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($000’s omitted)

(Unaudited)



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net income	$	241,041	$	324,089	$	407,798	$	494,841

Other comprehensive income, net of tax:
Change in value of derivatives	25		30		50		50
Other comprehensive income	25		30		50		50

Comprehensive income	$	241,066	$	324,119	$	407,848	$	494,891

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(000's omitted)

(Unaudited)



	Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
	Shares		$			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
Shareholders' Equity, December 31, 2018	277,110		$	2,771		$	3,201,427		$	(345	)	$	1,613,929		$	4,817,782
Stock option exercises	118		1			1,444			—			—			1,445
Share issuances	1,337		12			5,792			—			—			5,804
Dividends declared	—		—			—			—			(30,831		)	(30,831		)
Share repurchases	(1,309	)	(13		)	—			—			(35,340		)	(35,353		)
Share-based compensation	—		—			7,810			—			—			7,810
Net income	—		—			—			—			166,757			166,757
Other comprehensive income	—		—			—			25			—			25
Shareholders' Equity, March 31, 2019	277,256		$	2,771		$	3,216,473		$	(320	)	$	1,714,515		$	4,933,439
Stock option exercises	316		3			3,760			—			—			3,763
Share issuances	26		2			(2		)	—			—			—
Dividends declared	—		—			—			—			(30,633		)	(30,633		)
Share repurchases	(2,623	)	(26		)	—			—			(83,445		)	(83,471		)
Share-based compensation	—		—			5,642			—			—			5,642
Net income	—		—			—			—			241,041			241,041
Other comprehensive income	—		—			—			25			—			25
Shareholders' Equity, June 30, 2019	274,975		$	2,750		$	3,225,874		$	(295	)	$	1,841,478		$	5,069,807

Shareholders' Equity, December 31, 2017	286,752		$	2,868		$	3,171,542		$	(445	)	$	980,061		$	4,154,026
Cumulative effect of accounting change (see Note 1)	—		—			—			—			22,411			22,411
Stock option exercises	284		3			2,720			—			—			2,723
Share issuances	783		8			3,477			—			—			3,485
Dividends declared	—		—			—			—			(26,051		)	(26,051		)
Share repurchases	(1,941	)	(20		)	—			—			(59,471		)	(59,491		)
Share-based compensation	—		—			6,782			—			—			6,782
Net income	—		—			—			—			170,751			170,751
Other comprehensive income	—		—			—			21			—			21
Shareholders' Equity, March 31, 2018	285,878		$	2,859		$	3,184,521		$	(424	)	$	1,087,701		$	4,274,657
Stock option exercises	150		1			1,743			—			—			1,744
Share issuances	87		—			(2		)	—			—			(2		)
Dividends declared	—		—			—			—			(25,915		)	(25,915		)
Share repurchases	(1,753	)	(17		)	(284		)	—			(52,699		)	(53,000		)
Share-based compensation	—		—			5,109			—			—			5,109
Net income	—		—			—			—			324,089			324,089
Other comprehensive income	—		—			—			30			—			30
Shareholders' Equity, June 30, 2018	284,362		$	2,843		$	3,191,087		$	(395	)	$	1,333,176		$	4,526,712

(a) Due to rounding, the sum of quarterly activity may not equal year-to-date totals

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($000’s omitted)

(Unaudited)



	Six Months Ended
	June 30,
	2019			2018
Cash flows from operating activities:
Net income	$	407,798		$	494,841
Adjustments to reconcile net income to net cash from operating activities:
Deferred income tax expense	51,458			126,991
Land-related charges	6,810			5,841
Depreciation and amortization	26,497			24,161
Share-based compensation expense	17,304			16,162
Other, net	2,664			(2,803		)
Increase (decrease) in cash due to:
Inventories	(399,520		)	(281,362		)
Residential mortgage loans available-for-sale	116,974			199,623
Other assets	31,593			15,822
Accounts payable, accrued and other liabilities	44,132			(51,694		)
Net cash provided by (used in) operating activities	305,710			547,582
Cash flows from investing activities:
Capital expenditures	(29,575		)	(33,059		)
Investments in unconsolidated entities	(4,664		)	(1,000		)
Business acquisition	(163,724		)	—
Other investing activities, net	4,592			6,915
Net cash provided by (used in) investing activities	(193,371		)	(27,144		)
Cash flows from financing activities:
Repayments of notes payable	(297,303		)	(82,432		)
Borrowings under revolving credit facility	—			1,566,000
Repayments under revolving credit facility	—			(1,566,000		)
Financial Services borrowings (repayments)	(114,226		)	(173,761		)
Debt issuance costs	—			(8,090		)
Stock option exercises	5,208			4,467
Share repurchases	(118,824		)	(112,491		)
Dividends paid	(61,620		)	(52,384		)
Net cash provided by (used in) financing activities	(586,765		)	(424,691		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(474,426		)	95,747
Cash, cash equivalents, and restricted cash at beginning of period	1,133,700			306,168
Cash, cash equivalents, and restricted cash at end of period	$	659,274		$	401,915

Supplemental Cash Flow Information:
Interest paid (capitalized), net	$	5,560		$	(387	)
Income taxes paid (refunded), net	$	12,618		$	77,077

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of presentation

PulteGroup, Inc. is one of the largest homebuilders in the United States ("U.S."), and our common shares trade on the New York Stock Exchange under the ticker symbol “PHM”. Unless the context otherwise requires, the terms "PulteGroup", the "Company", "we", "us", and "our" used herein refer to PulteGroup, Inc. and its subsidiaries. While our subsidiaries engage primarily in the homebuilding business, we also engage in mortgage banking operations, conducted through Pulte Mortgage LLC (“Pulte Mortgage”), and title and insurance brokerage operations.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Subsequent events

We evaluated subsequent events up until the time the financial statements were filed with the Securities and Exchange Commission (the "SEC").

Business acquisition

In April 2019, we acquired the homebuilding operations of American West, located in Las Vegas, Nevada, for $163.7 million. The assets acquired included approximately 1,200 finished lots and control of approximately 2,300 additional lots through land option agreements. The acquired net assets were recorded at their estimated fair values, including $12.0 million associated with the American West tradename, which is being amortized over a 20-year life. The acquisition of these assets was not material to our results of operations or financial condition.

Other expense, net

Other expense, net consists of the following ($000’s omitted):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Write-offs of deposits and pre-acquisition costs	$	(2,516	)	$	(1,652	)	$	(5,433	)	$	(4,261	)
Amortization of intangible assets	(3,550		)	(3,450		)	(7,000		)	(6,900		)
Loss on debt retirement (see Note 4)	(4,843		)	(76		)	(4,843		)	(76		)
Interest income	4,471			835			9,420			1,399
Interest expense	(146		)	(165		)	(290		)	(308		)
Equity in earnings of unconsolidated entities	129			265			165			1,226
Miscellaneous, net	2,956			2,287			3,508			5,657
Total other expense, net	$	(3,499	)	$	(1,956	)	$	(4,473	)	$	(3,263	)

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue recognition

Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied in less than one year from the original contract date. Home sale contract assets consist of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit and classified as cash. Contract liabilities include customer deposit liabilities related to sold but undelivered homes, which totaled $334.5 million and $254.6 million at June 30, 2019 and December 31, 2018, respectively. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit. See Note 8 for information on warranties and related obligations.

Land sale revenues - We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sales are generally outright sales of specified land parcels with cash consideration due on the closing date, which is generally when performance obligations are satisfied.

Financial services revenues - Loan origination fees, commitment fees, and certain direct loan origination costs are recognized as incurred. Expected gains and losses from the sale of residential mortgage loans and their related servicing rights are included in the measurement of written loan commitments that are accounted for at fair value through Financial Services revenues at the time of commitment. Subsequent changes in the fair value of these loans are reflected in Financial Services revenues as they occur. Interest income is accrued from the date a mortgage loan is originated until the loan is sold. Mortgage servicing fees represent fees earned for servicing loans. Servicing fees are based on a contractual percentage of the outstanding principal balance and are credited to income when related mortgage payments are received.

Revenues associated with our title operations are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur as each home is closed. Insurance brokerage commissions relate to commissions on homeowner and other insurance policies placed with third party carriers through various agency channels. Our performance obligations for policy renewal commissions are satisfied upon issuance of the initial policy, and related contract assets for estimated future renewal commissions are included in other assets and totaled $32.4 million at June 30, 2019.

Earnings per share

Basic earnings per share is computed by dividing income available to common shareholders (the “Numerator”) by the weighted-average number of common shares outstanding, adjusted for unvested shares (the “Denominator”) for the period. Computing diluted earnings per share is similar to computing basic earnings per share, except that the Denominator is increased to include the dilutive effects of stock options, unvested restricted shares, unvested restricted share units, and other potentially dilutive instruments. Any stock options that have an exercise price greater than the average market price are considered to be anti-dilutive and are excluded from the diluted earnings per share calculation.

In accordance with Accounting Standards Codification ("ASC") 260, "Earnings Per Share", the two-class method determines earnings per share for each class of common stock and participating securities according to an earnings allocation formula that adjusts the Numerator for dividends or dividend equivalents and participation rights in undistributed earnings. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method. Our outstanding restricted share awards, restricted share units, and deferred shares are considered participating securities. The following table presents the earnings per common share (000's omitted, except per share data):

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Numerator:
Net income	$	241,041		$	324,089		$	407,798		$	494,841
Less: earnings distributed to participating securities	(305		)	(300		)	(613		)	(595		)
Less: undistributed earnings allocated to participating securities	(2,089		)	(3,284		)	(3,588		)	(2,584		)
Numerator for basic earnings per share	$	238,647		$	320,505		$	403,597		$	491,662
Add back: undistributed earnings allocated to participating securities	2,089			3,284			3,588			2,584
Less: undistributed earnings reallocated to participating securities	(2,082		)	(3,268		)	(3,576		)	(2,575		)
Numerator for diluted earnings per share	$	238,654		$	320,521		$	403,609		$	491,671

Denominator:
Basic shares outstanding	276,652			285,276			277,142			285,976
Effect of dilutive securities	932			1,378			967			1,088
Diluted shares outstanding	277,584			286,654			278,109			287,064

Earnings per share:
Basic	$	0.86		$	1.12		$	1.46		$	1.72
Diluted	$	0.86		$	1.12		$	1.45		$	1.71

Residential mortgage loans available-for-sale

Substantially all of the loans originated by us are sold in the secondary mortgage market within a short period of time after origination, generally within 30 days. At June 30, 2019 and December 31, 2018, residential mortgage loans available-for-sale had an aggregate fair value of $343.7 million and $461.4 million, respectively, and an aggregate outstanding principal balance of $331.9 million and $444.2 million, respectively. The net loss resulting from changes in fair value of these loans totaled $0.2 million for both the three months ended June 30, 2019 and 2018, and $1.3 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively. These changes in fair value were substantially offset by changes in the fair value of corresponding hedging instruments. Net gains from the sale of mortgages were $30.4 million and $29.2 million for the three months ended June 30, 2019 and 2018, respectively, and $54.3 million and $56.2 million for the six months ended June 30, 2019 and 2018, respectively, and have been included in Financial Services revenues.

Derivative instruments and hedging activities

We are party to interest rate lock commitments ("IRLCs") with customers resulting from our mortgage origination operations. At June 30, 2019 and December 31, 2018, we had aggregate IRLCs of $386.0 million and $285.0 million, respectively, which were originated at interest rates prevailing at the date of commitment. Since we can terminate a loan commitment if the borrower does not comply with the terms of the contract, and some loan commitments may expire without being drawn upon, these commitments do not necessarily represent future cash requirements. We evaluate the creditworthiness of these transactions through our normal credit policies.

We hedge our exposure to interest rate market risk relating to residential mortgage loans available-for-sale and IRLCs using forward contracts on mortgage-backed securities, which are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price, and whole loan investor commitments, which are obligations of an investor to buy loans at a specified price within a specified time period. Forward contracts on mortgage-backed securities are the predominant derivative financial instruments we use to minimize market risk during the period from the time we extend an interest rate lock to a loan applicant until the time the loan is sold to an investor. At June 30, 2019 and December 31, 2018, we had unexpired forward contracts of $577.0 million and $511.0 million, respectively, and whole loan investor commitments of

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

$115.2 million and $187.8 million, respectively. Changes in the fair value of IRLCs and other derivative financial instruments are recognized in Financial Services revenues, and the fair values are reflected in other assets or other liabilities, as applicable.

There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered minimal. Gains and losses on IRLCs and residential mortgage loans available-for-sale are substantially offset by corresponding gains or losses on forward contracts on mortgage-backed securities and whole loan investor commitments. We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 60 days. The fair values of derivative instruments and their locations in the Condensed Consolidated Balance Sheets are summarized below ($000’s omitted):



	June 30, 2019				December 31, 2018
	Other Assets		Accrued and Other Liabilities		Other Assets		Accrued and Other Liabilities
Interest rate lock commitments	$	11,402	$	370	$	9,196	$	161
Forward contracts	188		3,920		315		7,229
Whole loan commitments	709		401		393		1,111
	$	12,299	$	4,691	$	9,904	$	8,501

New accounting pronouncements

On January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) and related amendments using a modified retrospective approach with an effective date as of January 1, 2019. Prior year financial statements were not required to be recast under the new standard and, therefore, have not been reflected as such on our balance sheet. ASU 2016-02 requires leases with durations greater than 12 months to be recorded on the balance sheet. We elected the package of transition practical expedients, which allowed us to carryforward our historical assessment of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs. The adoption of ASU 2016-02 had no impact on retained earnings. See Note 8 “Leases” for additional information about this adoption.

On January 1, 2018, we adopted ASC 606, "Revenue from Contracts with Customers", which requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. We applied the modified retrospective method to contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards. We recorded a net increase to opening retained earnings of $22.4 million, net of tax, as of January 1, 2018, due to the cumulative impact of adopting ASC 606, with the impact primarily related to the recognition of contract assets for insurance brokerage commission renewals. There was not a material impact to revenues as a result of applying ASC 606, and there were no significant changes to our business processes, systems, or internal controls as a result of implementing the standard.

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which changes the impairment model for most financial assets and certain other instruments from an "incurred loss" approach to a new "expected credit loss" methodology. The standard is effective for us for annual and interim periods beginning January 1, 2020, with early adoption permitted. We are currently evaluating the impact the standard will have on our financial statements.

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment", which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Under the new standard, goodwill impairment will now be determined by evaluating the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard is effective for us for annual and interim periods beginning January 1, 2020, with early adoption permitted, and applied prospectively. We do not expect the standard to have a material impact on our financial statements.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. Inventory

Major components of inventory were as follows ($000’s omitted):



	June 30, 2019		December 31, 2018
Homes under construction	$	3,120,585	$	2,630,158
Land under development	4,229,633		4,129,225
Raw land	452,274		493,970
	$	7,802,492	$	7,253,353

We capitalize interest cost into inventory during the active development and construction of our communities. In all periods presented, we capitalized all Homebuilding interest costs into inventory because the level of our active inventory exceeded our debt levels. Information related to interest capitalized into inventory is as follows ($000’s omitted):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Interest in inventory, beginning of period	$	235,313		$	240,013		$	227,495		$	226,611
Interest capitalized	41,650			43,771			84,031			87,731
Interest expensed	(42,254		)	(40,157		)	(76,817		)	(70,715		)
Interest in inventory, end of period	$	234,709		$	243,627		$	234,709		$	243,627

Land option agreements

We enter into land option agreements in order to procure land for the construction of homes in the future. Pursuant to these land option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Such contracts enable us to defer acquiring portions of properties owned by third parties or unconsolidated entities until we have determined whether and when to exercise our option, which reduces our financial risks associated with long-term land holdings. Option deposits and pre-acquisition costs (such as environmental testing, surveys, engineering, and entitlement costs) are capitalized if the costs are directly identifiable with the land under option, the costs would be capitalized if we owned the land, and acquisition of the property is probable. Such costs are reflected in other assets and are reclassified to inventory upon taking title to the land. We write off deposits and pre-acquisition costs when it becomes probable that we will not go forward with the project or recover the capitalized costs. Such decisions take into consideration changes in local market conditions, the timing of required land purchases, the availability and best use of necessary incremental capital, and other factors. We record any such write-offs of deposits and pre-acquisition costs within other expense, net.

If an entity holding the land under option is a variable interest entity ("VIE"), our deposit represents a variable interest in that entity. No VIEs required consolidation at either June 30, 2019 or December 31, 2018 because we determined that we were not the VIEs' primary beneficiary. Our maximum exposure to loss related to these VIEs is generally limited to our deposits and pre-acquisition costs under the land option agreements.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following provides a summary of our interests in land option agreements as of June 30, 2019 and December 31, 2018 ($000’s omitted):



	June 30, 2019				December 31, 2018
	Deposits and Pre-acquisition Costs		Remaining Purchase Price		Deposits and Pre-acquisition Costs		Remaining Purchase Price
Land options with VIEs	$	100,523	$	1,109,963	$	90,717	$	1,079,507
Other land options	154,907		1,693,446		127,851		1,522,903
	$	255,430	$	2,803,409	$	218,568	$	2,602,410

3. Segment information

Our Homebuilding operations are engaged in the acquisition and development of land primarily for residential purposes within the U.S. and the construction of housing on such land. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:



Northeast:		Connecticut, Maryland, Massachusetts, New Jersey, Pennsylvania, Virginia
Southeast:		Georgia, North Carolina, South Carolina, Tennessee
Florida:		Florida
Midwest:		Illinois, Indiana, Kentucky, Michigan, Minnesota, Ohio
Texas:		Texas
West:		Arizona, California, Nevada, New Mexico, Washington

We also have a reportable segment for our Financial Services operations, which consist principally of mortgage banking and title operations and operate generally in the same markets as the Homebuilding segments.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Operating Data by Segment ($000’s omitted)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues:
Northeast	$	200,237		$	200,626		$	310,729		$	333,062
Southeast	409,121			445,506			784,538			820,129
Florida	535,153			455,637			931,597			804,346
Midwest	350,584			356,466			644,174			653,972
Texas	342,886			330,692			611,889			577,331
West	595,047			728,031			1,102,933			1,252,273
	2,433,028			2,516,958			4,385,860			4,441,113
Financial Services	55,957			52,764			99,819			98,702
Consolidated revenues	$	2,488,985		$	2,569,722		$	4,485,679		$	4,539,815

Income (loss) before income taxes:
Northeast	$	26,212		$	25,158		$	34,140		$	34,470
Southeast	42,499			54,357			80,355			94,814
Florida	80,066			67,491			129,662			112,436
Midwest	42,962			43,050			69,120			71,451
Texas	49,144			50,859			80,115			81,395
West (a)	94,443			154,414			184,625			243,619
Other homebuilding (b)	(39,628		)	(6,876		)	(78,024		)	(39,374		)
	295,698			388,453			499,993			598,811
Financial Services	25,078			20,717			37,486			34,551
Consolidated income before income taxes	$	320,776		$	409,170		$	537,479		$	633,362


(a)	West includes gains of $26.4 million related to two land sale transactions in California that closed in the three months ended June 30, 2018.

(b)

Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the operating segments. Other homebuilding also includes insurance reserve reversals of $12.8 million and $16.6 million for the three and six months ended June 30, 2019, respectively, and $37.5 million and $35.1 million for the three and six months ended June 30, 2018, respectively, and write-offs of insurance receivables of $12.6 million and $24.2 million for the three and six months ended June 30, 2019 (see Note 8).

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Operating Data by Segment ($000’s omitted)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Land-related charges*:
Northeast	$	130	$	498	$	454	$	1,683
Southeast	2,015		689		2,587		1,731
Florida	765		226		1,246		409
Midwest	203		372		1,306		1,118
Texas	414		220		482		270
West	216		148		647		361
Other homebuilding	88		269		88		269
	$	3,831	$	2,422	$	6,810	$	5,841


*	Land-related charges include land impairments, net realizable value adjustments on land held for sale and write-offs of deposits and pre-acquisition costs for land option contracts we elected not to pursue.



	Operating Data by Segment
	($000's omitted)
	June 30, 2019
	Homes Under Construction		Land Under Development		Raw Land		Total Inventory		Total Assets
Northeast	$	366,441	$	259,727	$	25,929	$	652,097	$	745,833
Southeast	493,516		671,369		82,093		1,246,978		1,391,938
Florida	537,240		886,951		73,684		1,497,875		1,649,747
Midwest	349,951		428,841		33,779		812,571		890,008
Texas	353,512		447,071		98,613		899,196		966,504
West	966,605		1,255,278		120,991		2,342,874		2,590,663
Other homebuilding (a)	53,320		280,396		17,185		350,901		1,394,068
	3,120,585		4,229,633		452,274		7,802,492		9,628,761
Financial Services	—		—		—		—		466,776
	$	3,120,585	$	4,229,633	$	452,274	$	7,802,492	$	10,095,537

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



	Operating Data by Segment
	($000's omitted)
	December 31, 2018
	Homes Under Construction		Land Under Development		Raw Land		Total Inventory		Total Assets
Northeast	$	268,900	$	291,467	$	52,245	$	612,612	$	704,515
Southeast	443,140		676,087		90,332		1,209,559		1,347,427
Florida	467,625		892,669		85,321		1,445,615		1,601,906
Midwest	314,442		433,056		29,908		777,406		849,596
Texas	284,405		427,124		98,415		809,944		881,629
West	805,709		1,131,841		118,579		2,056,129		2,208,092
Other homebuilding (a)	45,937		276,981		19,170		342,088		2,006,825
	2,630,158		4,129,225		493,970		7,253,353		9,599,990
Financial Services	—		—		—		—		572,986
	$	2,630,158	$	4,129,225	$	493,970	$	7,253,353	$	10,172,976


(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.

4. Debt

Notes payable

Our senior notes are summarized as follows ($000’s omitted):



	June 30, 2019			December 31, 2018
4.250% unsecured senior notes due March 2021 (a)	$	425,954		$	700,000
5.500% unsecured senior notes due March 2026 (a)	700,000			700,000
5.000% unsecured senior notes due January 2027 (a)	600,000			600,000
7.875% unsecured senior notes due June 2032 (a)	300,000			300,000
6.375% unsecured senior notes due May 2033 (a)	400,000			400,000
6.000% unsecured senior notes due February 2035 (a)	300,000			300,000
Net premiums, discounts, and issuance costs (b)	(14,567		)	(13,247		)
Total senior notes	2,711,387			2,986,753
Other notes payable	28,938			41,313
Notes payable	$	2,740,325		$	3,028,066
Estimated fair value	$	2,942,710		$	2,899,143


(a)	Redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries


(b)	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.

Other notes payable include non-recourse and limited recourse collateralized notes with third parties that totaled $28.9 million and $41.3 million at June 30, 2019 and December 31, 2018, respectively. These notes have maturities ranging up to three years, are secured by the applicable land positions to which they relate, and have no recourse to any other assets. The stated interest rates on these notes range up to 8%.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the three months ended June 30, 2019, we retired $274.0 million of our unsecured senior notes maturing in 2021 through a previously announced cash tender offer. The retirement resulted in a loss of $4.8 million, which includes the write-off of debt issuance costs, unamortized discounts and premiums, and transaction fees related to the repurchased debt, and is reflected in other expense, net.

Revolving credit facility

In June 2018, we entered into the Second Amended and Restated Credit Agreement ("Revolving Credit Facility") which replaced the Company's previous credit agreement. The Revolving Credit Facility contains substantially similar terms to the previous credit agreement and extended the maturity date from June 2019 to June 2023. The Revolving Credit Facility has a maximum borrowing capacity of $1.0 billion and contains an uncommitted accordion feature that could increase the capacity to $1.5 billion, subject to certain conditions and availability of additional bank commitments. The Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under the Revolving Credit Facility, with a sublimit of $500.0 million at June 30, 2019. The interest rate on borrowings under the Revolving Credit Facility may be based on either the London Interbank Offered Rate ("LIBOR") or a base rate plus an applicable margin, as defined therein. We had no borrowings outstanding at June 30, 2019 and December 31, 2018, and $253.6 million and $239.4 million of letters of credit issued under the Revolving Credit Facility at June 30, 2019 and December 31, 2018, respectively.

The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth, a minimum Interest Coverage Ratio, and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving Credit Facility). As of June 30, 2019, we were in compliance with all covenants. Our available and unused borrowings

under the Revolving Credit Facility, net of outstanding letters of credit, amounted to $746.4 million and $760.6 million at June 30, 2019 and December 31, 2018, respectively.

Joint venture debt

At June 30, 2019, aggregate outstanding debt of unconsolidated joint ventures was $29.2 million, of which $28.4 million was related to one joint venture in which we have a 50% interest. In connection with this loan, we and our joint venture partner provided customary limited recourse guaranties under which our maximum financial loss exposure is limited to our pro rata share of the debt outstanding. The limited guaranties include, but are not limited to: (i) completion of certain aspects of the project, (ii) an environmental indemnity provided to the lender, and (iii) an indemnification of the lender from certain "bad boy acts" of the joint venture.

Financial Services debt

Pulte Mortgage maintains a master repurchase agreement (the "Repurchase Agreement") with third party lenders that matures in August 2019. The maximum aggregate commitment was $280.0 million at June 30, 2019 and was reduced to $235.0 million on July 15, 2019. Borrowings under the Repurchase Agreement are secured by residential mortgage loans available-for-sale. The Repurchase Agreement contains various affirmative and negative covenants applicable to Pulte Mortgage, including quantitative thresholds related to net worth, net income, and liquidity. Pulte Mortgage had $234.2 million and $348.4 million outstanding under the Repurchase Agreement at June 30, 2019 and December 31, 2018, respectively, and was in compliance with all of its covenants and requirements as of such dates.

5. Shareholders’ equity

During the six months ended June 30, 2019, we declared cash dividends totaling $61.5 million and repurchased 3.5 million shares under our repurchase authorization for $108.5 million. For the six months ended June 30, 2018, we declared cash dividends totaling $52.0 million and repurchased 3.5 million shares under our repurchase authorization for $105.1 million. In May 2019, our board of directors approved a $500.0 million increase in our share repurchase authorization. At June 30, 2019, we had remaining authorization to repurchase $691.4 million of common shares.

Under our share-based compensation plans, we accept shares as payment under certain conditions related to stock option exercises and vesting of shares, generally related to the payment of minimum tax obligations. During the six months ended June 30, 2019 and 2018, participants surrendered shares valued at $10.4 million and $7.4 million, respectively, under these plans. Such share transactions are excluded from the above noted share repurchase authorization.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. Income taxes

Our effective tax rate for the three and six months ended June 30, 2019 was 24.9% and 24.1%, respectively, compared to 20.8% and 21.9%, respectively, for the same periods in 2018. Our effective tax rate for the three and six months ended June 30, 2019 differs from the federal statutory rate primarily due to state income tax expense on current year earnings and tax benefits for equity compensation. For the same periods in the prior year, our effective tax rate differed from the federal statutory rate primarily due to state income tax expense on current year earnings, tax benefits due to Internal Revenue Service acceptance in 2018 of an accounting method change applicable to the 2017 tax year, energy credits, and tax law changes.

At June 30, 2019 and December 31, 2018, we had deferred tax assets, net of deferred tax liabilities and valuation allowance, of $224.1 million and $275.6 million, respectively. The accounting for deferred taxes is based upon estimates of future results. Differences between estimated and actual results could result in changes in the valuation of deferred tax assets that could have a material impact on our consolidated results of operations or financial position. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.

Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and the benefits recognized for financial statement purposes. We had $22.4 million and $30.6 million of gross unrecognized tax benefits at June 30, 2019 and December 31, 2018, respectively. Additionally, we had accrued interest and penalties of $6.0 million and $5.8 million at June 30, 2019 and December 31, 2018, respectively. It is reasonably possible within the next twelve months that our gross unrecognized tax benefits may decrease by up to $8.4 million, excluding interest and penalties, primarily due to potential audit settlements.

7. Fair value disclosures

ASC 820, “Fair Value Measurements and Disclosures,” provides a framework for measuring fair value in generally accepted accounting principles and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:



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.

Our assets and liabilities measured or disclosed at fair value are summarized below ($000’s omitted):

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Financial Instrument	Fair Value Hierarchy	Fair Value
Financial Instrument	Fair Value Hierarchy	June 30, 2019			December 31, 2018

Measured at fair value on a recurring basis:
Residential mortgage loans available-for-sale	Level 2	$	343,732		$	461,354
Interest rate lock commitments	Level 2	11,032			9,035
Forward contracts	Level 2	(3,732		)	(6,914		)
Whole loan commitments	Level 2	308			(718		)

Measured at fair value on a non-recurring basis:
House and land inventory	Level 3	$	—		$	18,253
Land held for sale	Level 2	6,185			17,813

Disclosed at fair value:
Cash, cash equivalents, and restricted cash	Level 1	$	659,274		$	1,133,700
Financial Services debt	Level 2	234,186			348,412
Senior notes payable	Level 2	2,913,772			2,857,830
Other notes payable	Level 2	28,938			41,313

Fair values for agency residential mortgage loans available-for-sale are determined based on quoted market prices for comparable instruments. Fair values for non-agency residential mortgage loans available-for-sale are determined based on purchase commitments from whole loan investors and other relevant market information available to management. Fair values for interest rate lock commitments, including the value of servicing rights, and forward contracts on mortgage-backed securities are valued based on market prices for similar instruments. Fair values for whole loan commitments are based on market prices for similar instruments from the specific whole loan investor.

Certain assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate that the carrying value may not be recoverable. The non-recurring fair values included in the above table represent only those assets whose carrying values were adjusted to fair value as of the respective balance sheet dates.

The carrying amounts of cash and equivalents, Financial Services debt, and other notes payable approximate their fair values due to their short-term nature and/or floating interest rate terms. The fair values of senior notes are based on quoted market prices, when available. If quoted market prices are not available, fair values are based on quoted market prices of similar issues. The carrying value of senior notes was $2.7 billion and $3.0 billion at June 30, 2019 and December 31, 2018, respectively.

8. Commitments and contingencies

Loan origination liabilities

Our mortgage operations may be responsible for losses associated with mortgage loans originated and sold to investors in the event of errors or omissions relating to representations and warranties made by us that the loans met certain requirements, including representations as to underwriting standards, the existence of primary mortgage insurance, and the validity of certain borrower representations in connection with the loan. In addition, certain trustees and investors continue to attempt to collect damages based on losses from loans that originated prior to 2009. Some of our mortgage subsidiaries are currently defendants in litigation related to such claims. If a loan is determined to be faulty, we either indemnify the investor for potential future losses, repurchase the loan from the investor, or reimburse the investor's actual losses.

CTX Mortgage Company, LLC ("CTX Mortgage") was the mortgage subsidiary of Centex and ceased originating loans in December 2009. In the matter Lehman Brothers Holdings, Inc. ("Lehman") in the U.S. Bankruptcy Court in the Southern

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

District of New York, Lehman has initiated an adversary proceeding against CTX Mortgage seeking indemnity for loans sold to it by CTX Mortgage prior to 2009. This claim is part of a broader action by Lehman in U.S. Bankruptcy Court against more than 100 mortgage originators and brokers. On August 13, 2018, the court denied a motion to dismiss filed by CTX Mortgage and other defendants, and on December 17, 2018, Lehman filed an amended adversary complaint against CTX Mortgage. Lehman's complaint alleges claims for indemnifiable losses of up to $261 million due from CTX Mortgage. We believe that CTX Mortgage has meritorious defenses and CTX Mortgage will continue to vigorously defend itself in this matter. We have recorded a liability for an amount that we consider to be the best estimate within a range of potential losses.

In addition, both CTX Mortgage and Pulte Mortgage sold certain loans originated prior to 2009 to financial institutions that were subsequently included in residential mortgage-backed securities or other securitizations issued by such financial institutions. In connection with such sales, CTX Mortgage and Pulte Mortgage have been put on notice of potential direct and / or third-party claims for indemnification arising out of litigation relating to certain of these residential mortgage-backed securities or other securitizations and, in some instances, such claims have resulted in legal proceedings against CTX Mortgage or Pulte Mortgage. We cannot yet quantify CTX Mortgage's or Pulte Mortgage's potential liability as a result of these indemnification claims. We do not believe, however, that these matters will have a material adverse impact on the results of operations, financial position, or cash flows of the Company.

Our recorded liabilities for all such claims decreased from $50.3 million at December 31, 2018 to $25.5 million at June 30, 2019 as the result of funding previously settled claims. Determining the liabilities for anticipated losses requires a significant level of management judgment. Given the nature of these claims and the uncertainty regarding their ultimate resolution, actual costs could differ from our current estimates.

Letters of credit and surety bonds

In the normal course of business, we post letters of credit and surety bonds pursuant to certain performance-related obligations, as security for certain land option agreements, and under various insurance programs. The majority of these letters of credit and surety bonds are in support of our land development and construction obligations to various municipalities, other government agencies, and utility companies related to the construction of roads, sewers, and other infrastructure. We had outstanding letters of credit and surety bonds totaling $253.6 million and $1.3 billion, respectively, at June 30, 2019 and $239.4 million and $1.3 billion, respectively, at December 31, 2018. In the event any such letter of credit or surety bond is drawn, we would be obligated to reimburse the issuer of the letter of credit or surety bond. Our surety bonds generally do not have stated expiration dates; rather we are released from the surety bonds as the underlying contractual performance is completed. Because significant construction and development work has been performed related to projects that have not yet received final acceptance by the respective counterparties, the aggregate amount of surety bonds outstanding is in excess of the projected cost of the remaining work to be performed. We do not believe that a material amount, if any, of the letters of credit or surety bonds will be drawn.

Litigation and regulatory matters

We are involved in various litigation and legal claims in the normal course of our business operations, including actions brought on behalf of various classes of claimants. We are also subject to a variety of local, state, and federal laws and regulations related to land development activities, house construction standards, sales practices, mortgage lending operations, employment practices, and protection of the environment. As a result, we are subject to periodic examination or inquiry by various governmental agencies that administer these laws and regulations.

We establish liabilities for litigation, legal claims, and regulatory matters when such matters are both probable of occurring and any potential loss is reasonably estimable. We accrue for such matters based on the facts and circumstances specific to each matter and revise these estimates as the matters evolve. In such cases, there may exist an exposure to loss in excess of any amounts currently accrued. In view of the inherent difficulty of predicting the outcome of these legal and regulatory matters, we generally cannot predict the ultimate resolution of the pending matters, the related timing, or the eventual loss. While the outcome of such contingencies cannot be predicted with certainty, we do not believe that the resolution of such matters will have a material adverse impact on our results of operations, financial position, or cash flows. However, to the extent the liability arising from the ultimate resolution of any matter exceeds the estimates reflected in the recorded reserves relating to such matter, we could incur additional charges that could be significant.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Product warranty

Home purchasers are provided with a limited warranty against certain building defects, including a one-year comprehensive limited warranty and coverage for certain other aspects of the home’s construction and operating systems for periods of up to and, in limited instances, exceeding 10 years. We estimate the costs to be incurred under these warranties and record liabilities in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liabilities include the number of homes sold, historical and anticipated rates of warranty claims, and the cost per claim. We periodically assess the adequacy of the warranty liabilities for each geographic market in which we operate and adjust the amounts as necessary. Actual warranty costs in the future could differ from the current estimates. Changes to warranty liabilities were as follows ($000’s omitted):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Warranty liabilities, beginning of period	$	79,747		$	70,986		$	79,154		$	72,709
Reserves provided	14,646			15,731			26,908			27,647
Payments	(17,931		)	(17,129		)	(34,061		)	(31,411		)
Other adjustments	4,980			2,581			9,441			3,224
Warranty liabilities, end of period	$	81,442		$	72,169		$	81,442		$	72,169

Self-insured risks

We maintain, and require our subcontractors to maintain, general liability insurance coverage. We also maintain builders' risk, property, errors and omissions, workers' compensation, and other business insurance coverage. These insurance policies protect us against a portion of the risk of loss from claims. However, we retain a significant portion of the overall risk for such claims either through policies issued by our captive insurance subsidiaries or through our own self-insured per occurrence and aggregate retentions, deductibles, and claims in excess of available insurance policy limits.

Our general liability insurance includes coverage for certain construction defects. While construction defect claims can relate to a variety of circumstances, the majority of our claims relate to alleged problems with siding, plumbing, foundations and other concrete work, windows, roofing, and heating, ventilation and air conditioning systems. The availability of general liability insurance for the homebuilding industry and its subcontractors has become increasingly limited, and the insurance policies available require us to maintain significant per occurrence and aggregate retention levels. In certain instances, we may offer our subcontractors the opportunity to purchase insurance through one of our captive insurance subsidiaries or participate in a project-specific insurance program provided by us. Policies issued by our captive insurance subsidiaries represent self-insurance of these risks by us. This self-insured exposure is limited by reinsurance policies that we purchase. General liability coverage for the homebuilding industry is complex, and our coverage varies from policy year to policy year. Our insurance coverage requires a per occurrence deductible up to an overall aggregate retention level. Beginning with the first dollar, amounts paid to satisfy insured claims generally apply to our per occurrence and aggregate retention obligations. Any amounts incurred in excess of the occurrence or aggregate retention levels are covered by insurance up to our purchased coverage levels. Our insurance policies, including the captive insurance subsidiaries' reinsurance policies, are maintained with highly-rated underwriters for whom we believe counterparty default risk is not significant.

At any point in time, we are managing over 1,000 individual claims related to general liability, property, errors and omissions, workers' compensation, and other business insurance coverage. We reserve for costs associated with such claims (including expected claims management expenses) on an undiscounted basis at the time revenue is recognized for each home closing and evaluate the recorded liabilities based on actuarial analyses of our historical claims. The actuarial analyses calculate estimates of the ultimate net cost of all unpaid losses, including estimates for incurred but not reported losses ("IBNR"). IBNR represents losses related to claims incurred but not yet reported plus development on reported claims.

Our recorded reserves for all such claims totaled $716.2 million and $737.0 million at June 30, 2019 and December 31, 2018, respectively, the vast majority of which relate to general liability claims. The recorded reserves include loss estimates related to both (i) existing claims and related claim expenses and (ii) IBNR and related claim expenses. Liabilities related to IBNR and related claim expenses represented approximately 68% and 65% of the total general liability reserves at June 30, 2019 and December 31, 2018, respectively. The actuarial analyses that determine the IBNR portion of reserves consider a

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

variety of factors, including the frequency and severity of losses, which are based on our historical claims experience supplemented by industry data. The actuarial analyses of the reserves also consider historical third party recovery rates and claims management expenses.

Housing market conditions can be volatile, and we believe such conditions can affect the frequency and cost of construction defect claims. Additionally, IBNR estimates comprise the majority of our liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in claims reporting and resolution patterns, third party recoveries, insurance industry practices, the regulatory environment, and legal precedent. State regulations vary, but construction defect claims are typically reported and resolved over an extended period often exceeding ten years. Changes in the frequency and timing of reported claims and estimates of specific claim values can impact the underlying inputs and trends utilized in the actuarial analyses, which could have a material impact on the recorded reserves. Additionally, the amount of insurance coverage available for each policy period also impacts our recorded reserves. Because of the inherent uncertainty in estimating future losses and the timing of such losses related to these claims, actual costs could differ significantly from estimated costs.

Adjustments to reserves are recorded in the period in which the change in estimate occurs. We reduced general liability reserves by $16.6 million and $35.1 million during the six months ended June 30, 2019 and June 30, 2018, respectively. These reductions were primarily the result of changes in estimates driven by claim experience being less than anticipated in previous actuarial projections. The changes in actuarial estimates did not involve any changes in actuarial methodology but did impact the development of estimates for future periods, which resulted in adjustments to the IBNR portion of our recorded liabilities.

Costs associated with our insurance programs are classified within selling, general, and administrative expenses. Changes in these liabilities were as follows ($000's omitted):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Balance, beginning of period	$	729,170		$	771,104		$	737,013		$	758,812
Reserves provided	20,270			23,235			37,666			42,895
Adjustments to previously recorded reserves	(12,763		)	(37,529		)	(16,638		)	(35,068		)
Payments, net (a)	(20,459		)	(31,328		)	(41,823		)	(41,157		)
Balance, end of period	$	716,218		$	725,482		$	716,218		$	725,482


(a)	Includes net changes in amounts expected to be recovered from our insurance carriers, which are recorded in other assets (see below).

Estimates of anticipated recoveries of our costs under various insurance policies or from subcontractors or other third parties are recorded when recovery is considered probable. Such receivables are recorded in other assets and totaled $104.7 million and $153.0 million at June 30, 2019 and December 31, 2018, respectively. Those receivables relate to costs incurred to perform corrective repairs, settle claims with customers, and other costs related to the continued progression of construction defect claims that we believe are insured. Given the complexity inherent with resolving construction defect claims in the homebuilding industry described above, there generally exists a significant lag between our payment of claims and our reimbursements from applicable insurance carriers or third parties. In addition, disputes between homebuilders and insurance carriers or third parties over coverage positions relating to construction defect claims are common. Resolution of claims involves the exchange of significant amounts of information and frequently involves legal action. During the three and six months ended June 30, 2019, we wrote-off $12.6 million and $24.2 million, respectively, of insurance receivables in connection with policy settlement negotiations with certain of our carriers.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Leases

We lease certain office space and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use ("ROU") assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets and leasehold improvements are limited to the expected lease term. Certain of our lease agreements include rental payments based on a pro-rata share of the lessor’s operating costs which are variable in nature. Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

ROU assets are classified within other assets on the balance sheet, while lease liabilities are classified within accrued and other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets and lease liabilities were $72.2 million and $95.7 million at June 30, 2019, respectively. During the three and six months ended June 30, 2019, we obtained an additional $1.0 million and $8.8 million, respectively, of ROU assets under operating leases. Payments on lease liabilities during the three and six months ended June 30, 2019 totaled $5.7 million and $11.5 million, respectively.

Lease expense includes costs for leases with terms in excess of one year as well as short-term leases with terms of less than one year. For the three and six months ended June 30, 2019, our total lease expense was $9.1 million and $17.9 million, respectively, inclusive of variable lease costs of $1.6 million and $3.2 million, respectively, as well as short-term lease costs of $2.6 million and $4.8 million, respectively. Sublease income was de minimis.

The future minimum lease payments required under our leases as of June 30, 2019 are as follows ($000's omitted):



Years Ending December 31,
2019 (a)	$	11,917
2020	20,972
2021	18,638
2022	17,066
2023	15,576
Thereafter	30,976
Total lease payments (b)	115,145
Less: Interest (c)	19,439
Present value of lease liabilities (d)	$	95,706


(a)	Remaining payments are for the six months ending December 31, 2019.


(b)	Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at June 30, 2019.


(c)	Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.


(d)	The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.1 years and 5.8%, respectively, at June 30, 2019.

9. Supplemental Guarantor information

All of our senior notes are guaranteed jointly and severally on a senior basis by certain of our wholly-owned Homebuilding subsidiaries and certain other wholly-owned subsidiaries (collectively, the “Guarantors”). Such guaranties are full and unconditional. Our subsidiaries comprising the Financial Services segment along with certain other subsidiaries (collectively, the "Non-Guarantor Subsidiaries") do not guarantee the senior notes. In accordance with Rule 3-10 of Regulation S-X, supplemental consolidating financial information of the Company, including such information for the Guarantors, is presented below. Investments in subsidiaries are presented using the equity method of accounting.

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2019

($000’s omitted)



	Unconsolidated							Eliminating Entries			Consolidated PulteGroup, Inc.
	PulteGroup, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
ASSETS
Cash and equivalents	$	—	$	581,854	$	49,455		$	—		$	631,309
Restricted cash	—		26,295		1,670			—			27,965
Total cash, cash equivalents, and restricted cash	—		608,149		51,125			—			659,274
House and land inventory	—		7,698,117		104,375			—			7,802,492
Land held for sale	—		37,724		494			—			38,218
Residential mortgage loans available- for-sale	—		—		343,732			—			343,732
Investments in unconsolidated entities	—		57,731		515			—			58,246
Other assets	15,784		634,504		186,991			—			837,279
Intangible assets	—		132,192		—			—			132,192
Deferred tax assets, net	231,776		—		(7,672		)	—			224,104
Investments in subsidiaries and intercompany accounts, net	7,647,090		692,620		8,843,660			(17,183,370		)	—
	$	7,894,650	$	9,861,037	$	9,523,220		$	(17,183,370	)	$	10,095,537
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits, accrued and other liabilities	$	85,543	$	1,670,498	$	267,265		$	—		$	2,023,306
Income tax liabilities	27,913		—		—			—			27,913
Financial Services debt	—		—		234,186			—			234,186
Notes payable	2,711,387		28,938		—			—			2,740,325
Total liabilities	2,824,843		1,699,436		501,451			—			5,025,730
Total shareholders’ equity	5,069,807		8,161,601		9,021,769			(17,183,370		)	5,069,807
	$	7,894,650	$	9,861,037	$	9,523,220		$	(17,183,370	)	$	10,095,537

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2018

($000’s omitted)



	Unconsolidated							Eliminating Entries			Consolidated PulteGroup, Inc.
	PulteGroup, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
ASSETS
Cash and equivalents	$	—	$	906,961	$	203,127		$	—		$	1,110,088
Restricted cash	—		22,406		1,206			—			23,612
Total cash, cash equivalents, and restricted cash	—		929,367		204,333			—			1,133,700
House and land inventory	—		7,157,665		95,688			—			7,253,353
Land held for sale	—		36,849		—			—			36,849
Residential mortgage loans available- for-sale	—		—		461,354			—			461,354
Investments in unconsolidated entities	—		54,045		545			—			54,590
Other assets	66,154		579,452		184,753			—			830,359
Intangible assets	—		127,192		—			—			127,192
Deferred tax assets, net	282,874		—		(7,295		)	—			275,579
Investments in subsidiaries and intercompany accounts, net	7,557,245		500,138		8,231,342			(16,288,725		)	—
	$	7,906,273	$	9,384,708	$	9,170,720		$	(16,288,725	)	$	10,172,976
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits, accrued and other liabilities	$	90,158	$	1,598,265	$	278,713		$	—		$	1,967,136
Income tax liabilities	11,580		—		—			—			11,580
Financial Services debt	—		—		348,412			—			348,412
Notes payable	2,986,753		40,776		537			—			3,028,066
Total liabilities	3,088,491		1,639,041		627,662			—			5,355,194
Total shareholders’ equity	4,817,782		7,745,667		8,543,058			(16,288,725		)	4,817,782
	$	7,906,273	$	9,384,708	$	9,170,720		$	(16,288,725	)	$	10,172,976

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the three months ended June 30, 2019

($000’s omitted)



	Unconsolidated												Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
Revenues:
Homebuilding
Home sale revenues	$	—		$	2,359,210		$	44,349		$	—		$	2,403,559
Land sale and other revenues	—			29,459			10			—			29,469
	—			2,388,669			44,359			—			2,433,028
Financial Services	—			—			55,957			—			55,957
	—			2,388,669			100,316			—			2,488,985
Homebuilding Cost of Revenues:
Home sale cost of revenues	—			(1,814,701		)	(33,454		)	—			(1,848,155		)
Land sale cost of revenues	—			(26,214		)	—			—			(26,214		)
	—			(1,840,915		)	(33,454		)	—			(1,874,369		)
Financial Services expenses	—			(125		)	(30,776		)	—			(30,901		)
Selling, general, and administrative expenses	—			(245,272		)	(14,168		)	—			(259,440		)
Other income (expense), net	(4,966		)	(9,276		)	10,743			—			(3,499		)
Intercompany interest	(2,254		)	—			2,254			—			—
Income (loss) before income taxes and equity in income (loss) of subsidiaries	(7,220		)	293,081			34,915			—			320,776
Income tax (expense) benefit	1,733			(72,598		)	(8,870		)	—			(79,735		)
Income (loss) before equity in income (loss) of subsidiaries	(5,487		)	220,483			26,045			—			241,041
Equity in income (loss) of subsidiaries	246,528			24,504			162,404			(433,436		)	—
Net income (loss)	241,041			244,987			188,449			(433,436		)	241,041
Other comprehensive income	25			—			—			—			25
Comprehensive income (loss)	$	241,066		$	244,987		$	188,449		$	(433,436	)	$	241,066

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the three months ended June 30, 2018

($000’s omitted)



	Unconsolidated												Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
Revenues:
Homebuilding
Home sale revenues	$	—		$	2,421,643		$	28,411		$	—		$	2,450,054
Land sale and other revenues	—			66,418			486			—			66,904
	—			2,488,061			28,897			—			2,516,958
Financial Services	—			—			52,764			—			52,764
	—			2,488,061			81,661			—			2,569,722
Homebuilding Cost of Revenues:
Home sale cost of revenues	—			(1,840,487		)	(21,646		)	—			(1,862,133		)
Land sale cost of revenues	—			(37,884		)	(299		)	—			(38,183		)
	—			(1,878,371		)	(21,945		)	—			(1,900,316		)
Financial Services expenses	—			(133		)	(32,091		)	—			(32,224		)
Selling, general, and administrative expenses	—			(221,590		)	(4,466		)	—			(226,056		)
Other income (expense), net	(196		)	(13,436		)	11,676			—			(1,956		)
Intercompany interest	(2,085		)	—			2,085			—			—
Income (loss) before income taxes and equity in income (loss) of subsidiaries	(2,281		)	374,531			36,920			—			409,170
Income tax (expense) benefit	547			(75,977		)	(9,651		)	—			(85,081		)
Income (loss) before equity in income (loss) of subsidiaries	(1,734		)	298,554			27,269			—			324,089
Equity in income (loss) of subsidiaries	325,823			24,504			258,352			(608,679		)	—
Net income (loss)	324,089			323,058			285,621			(608,679		)	324,089
Other comprehensive income	30			—			—			—			30
Comprehensive income (loss)	$	324,119		$	323,058		$	285,621		$	(608,679	)	$	324,119

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the six months ended June 30, 2019

($000’s omitted)



	Unconsolidated												Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
Revenues:
Homebuilding
Home sale revenues	$	—		$	4,267,018		$	86,397		$	—		$	4,353,415
Land sale revenues	—			31,785			660			—			32,445
	—			4,298,803			87,057			—			4,385,860
Financial Services	—			—			99,819			—			99,819
	—			4,298,803			186,876			—			4,485,679
Homebuilding Cost of Revenues:
Home sale cost of revenues	—			(3,275,596		)	(65,350		)	—			(3,340,946		)
Land sale cost of revenues	—			(27,159		)	(1,106		)	—			(28,265		)
	—			(3,302,755		)	(66,456		)	—			(3,369,211		)
Financial Services expenses	—			(257		)	(62,093		)	—			(62,350		)
Selling, general, and administrative expenses	—			(479,388		)	(32,778		)	—			(512,166		)
Other expense, net	(5,087		)	(14,264		)	14,878			—			(4,473		)
Intercompany interest	(4,251		)	—			4,251			—			—
Income (loss) before income taxes and equity in income (loss) of subsidiaries	(9,338		)	502,139			44,678			—			537,479
Income tax (expense) benefit	2,241			(120,248		)	(11,674		)	—			(129,681		)
Income (loss) before equity in income (loss) of subsidiaries	(7,097		)	381,891			33,004			—			407,798
Equity in income (loss) of subsidiaries	414,895			42,808			276,100			(733,803		)	—
Net income (loss)	407,798			424,699			309,104			(733,803		)	407,798
Other comprehensive income	50			—			—			—			50
Comprehensive income (loss)	$	407,848		$	424,699		$	309,104		$	(733,803	)	$	407,848

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the six months ended June 30, 2018

($000’s omitted)



	Unconsolidated												Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
Revenues:
Homebuilding
Home sale revenues	$	—		$	4,316,500		$	45,152		$	—		$	4,361,652
Land sale revenues	—			77,977			1,484			—			79,461
	—			4,394,477			46,636			—			4,441,113
Financial Services	—			—			98,702			—			98,702
	—			4,394,477			145,338			—			4,539,815
Homebuilding Cost of Revenues:
Home sale cost of revenues	—			(3,286,043		)	(36,030		)	—			(3,322,073		)
Land sale cost of revenues	—			(48,714		)	(1,017		)	—			(49,731		)
	—			(3,334,757		)	(37,047		)	—			(3,371,804		)
Financial Services expenses	—			(275		)	(64,161		)	—			(64,436		)
Selling, general, and administrative expenses	—			(453,535		)	(13,415		)	—			(466,950		)
Other expense, net	(336		)	(21,037		)	18,110			—			(3,263		)
Intercompany interest	(3,553		)	—			3,553			—			—
Income (loss) before income taxes and equity in income (loss) of subsidiaries	(3,889		)	584,873			52,378			—			633,362
Income tax (expense) benefit	934			(125,508		)	(13,947		)	—			(138,521		)
Income (loss) before equity in income (loss) of subsidiaries	(2,955		)	459,365			38,431			—			494,841
Equity in income (loss) of subsidiaries	497,796			37,068			369,023			(903,887		)	—
Net income (loss)	494,841			496,433			407,454			(903,887		)	494,841
Other comprehensive income	50			—			—			—			50
Comprehensive income (loss)	$	494,891		$	496,433		$	407,454		$	(903,887	)	$	494,891

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2019

($000’s omitted)



	Unconsolidated											Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Net cash provided by (used in) operating activities	$	130,814		$	34,461		$	140,435		$	—	$	305,710
Cash flows from investing activities:
Capital expenditures	—			(24,707		)	(4,868		)	—		(29,575		)
Investments in unconsolidated entities	—			(4,183		)	(481		)	—		(4,664		)
Other investing activities, net	—			3,241			1,351			—		4,592
Business acquisition	—			(163,724		)	—			—		(163,724		)
Net cash provided by (used in) investing activities	—			(189,373		)	(3,998		)	—		(193,371		)
Cash flows from financing activities:
Financial Services borrowing (repayments), net	—			—			(114,226		)	—		(114,226		)
Repayments of debt	(280,175		)	(16,591		)	(537		)	—		(297,303		)
Borrowings under revolving credit facility	—			—			—			—		—
Repayments under revolving credit facility	—			—			—			—		—
Debt issuance costs	—			—			—			—		—
Stock option exercises	5,208			—			—			—		5,208
Share repurchases	(118,824		)	—			—			—		(118,824		)
Dividends paid	(61,620		)	—			—			—		(61,620		)
Intercompany activities, net	324,597			(149,715		)	(174,882		)	—		—
Net cash provided by (used in) financing activities	(130,814		)	(166,306		)	(289,645		)	—		(586,765		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	—			(321,218		)	(153,208		)	—		(474,426		)
Cash, cash equivalents, and restricted cash at beginning of year	—			929,367			204,333			—		1,133,700
Cash, cash equivalents, and restricted cash at end of year	$	—		$	608,149		$	51,125		$	—	$	659,274

PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2018

($000’s omitted)



	Unconsolidated											Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Net cash provided by (used in) operating activities	$	259,028		$	63,775		$	224,779		$	—	$	547,582
Cash flows from investing activities:
Capital expenditures	—			(28,908		)	(4,151		)	—		(33,059		)
Investments in unconsolidated entities	—			(1,000		)	—			—		(1,000		)
Other investing activities, net	—			5,759			1,156			—		6,915
Net cash provided by (used in) investing activities	—			(24,149		)	(2,995		)	—		(27,144		)
Cash flows from financing activities:
Financial Services borrowings (repayments), net	—			—			(173,761		)	—		(173,761		)
Proceeds from debt issuance	—			—			—			—		—
Repayments of debt	—			(81,758		)	(674		)	—		(82,432		)
Borrowings under revolving credit facility	1,566,000			—			—			—		1,566,000
Repayments under revolving credit facility	(1,566,000		)	—			—			—		(1,566,000		)
Debt Issuance Costs	(8,090		)	—			—			—		(8,090		)
Stock option exercises	4,467			—			—			—		4,467
Share repurchases	(112,491		)	—			—			—		(112,491		)
Dividends paid	(52,384		)	—			—			—		(52,384		)
Intercompany activities, net	(90,530		)	236,776			(146,246		)	—		—
Net cash provided by (used in) financing activities	(259,028		)	155,018			(320,681		)	—		(424,691		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	—			194,644			(98,897		)	—		95,747
Cash, cash equivalents, and restricted cash at beginning of year	—			157,801			148,367			—		306,168
Cash, cash equivalents, and restricted cash at end of year	$	—		$	352,445		$	49,470		$	—	$	401,915

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Demand improved in the second quarter of 2019, as we experienced increased traffic to our communities and higher new order volume relative to the same period in 2018. The improvement was due, in part, to lower mortgage rates and slower price appreciation, which combined to ease the affordability issues faced by homebuyers that had created a more challenging environment in the back half of 2018. We also continue to see U.S. housing demand being supported by a number of positive market dynamics, including an expanding economy, ongoing growth in jobs and wages, low unemployment, and high consumer confidence. Accordingly, we continue to maintain a positive view on the overall housing cycle and our competitive position in the markets in which we operate, as reflected in the following capital activities during the six months ended June 30, 2019:


•	Repurchasing $108.5 million of common shares and increasing our share repurchase authorization by $500.0 million;


•	Completing a tender offer to retire $274.0 million of our unsecured senior notes maturing in 2021;


•	Acquiring the homebuilding operations of American West located in Las Vegas, Nevada, for $163.7 million;


•	Continuing to invest in new communities, as reflected in the increase to 877 active communities; and


•	Increasing our quarterly dividend to $0.11 per share, an increase of $0.02 per share from 2018.

Within this environment, we expect to remain disciplined in our business practices, while looking to capitalize on market opportunities that can help deliver long-term growth and strong financial performance. The following is a summary of our operating results by line of business ($000's omitted, except per share data):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Income before income taxes:
Homebuilding	$	295,698		$	388,453		$	499,993		$	598,811
Financial Services	25,078			20,717			37,486			34,551
Income before income taxes	320,776			409,170			537,479			633,362
Income tax expense	(79,735		)	(85,081		)	(129,681		)	(138,521		)
Net income	$	241,041		$	324,089		$	407,798		$	494,841
Per share data - assuming dilution:
Net income	$	0.86		$	1.12		$	1.45		$	1.71


•	Homebuilding income before income taxes for the three and six months ended June 30, 2019 decreased 24% and 17%, respectively, compared with prior year periods primarily due to significant land sale gains and insurance adjustments of $26.4 million and $37.9 million, respectively, in the three months ended June 30, 2018.


•	Financial Services income before income taxes, for the three and six months ended June 30, 2019, increased 21% and 8%, respectively, compared with prior periods primarily as the result of higher volume and improved margin per loan.

•

Homebuilding Operations

The following presents selected financial information for our Homebuilding operations ($000’s omitted):



	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019			2019 vs. 2018		2018			2019			2019 vs. 2018		2018
Home sale revenues	$	2,403,559		(2	)%	$	2,450,054		$	4,353,415		—	%	$	4,361,652
Land sale and other revenues (a)	29,469			(56	)%	66,904			32,445			(59	)%	79,461
Total Homebuilding revenues	2,433,028			(3	)%	2,516,958			4,385,860			(1	)%	4,441,113
Home sale cost of revenues (b)	(1,848,155		)	(1	)%	(1,862,133		)	(3,340,946		)	1	%	(3,322,073		)
Land sale cost of revenues	(26,214		)	(31	)%	(38,183		)	(28,265		)	(43	)%	(49,731		)
Selling, general, and administrative expenses ("SG&A") (c)	(259,440		)	15	%	(226,056		)	(512,166		)	10	%	(466,950		)
Other expense, net	(3,521		)	65	%	(2,133		)	(4,490		)	27	%	(3,548		)
Income before income taxes	$	295,698		(24	)%	$	388,453		$	499,993		(17	)%	$	598,811

Supplemental data:
Gross margin from home sales	23.1		%	(90) bps		24.0		%	23.3		%	(50) bps		23.8		%
SG&A as a percentage of home sale revenues (c)	10.8		%	160 bps		9.2		%	11.8		%	110 bps		10.7		%
Closings (units)	5,589			(3	)%	5,741			10,224			(1	)%	10,367
Average selling price	$	430		1	%	$	427		$	426		1	%	$	421
Net new orders (d):
Units	6,792			7	%	6,341			13,255			—	%	13,216
Dollars	$	2,890,709		7	%	$	2,694,271		$	5,626,561		1	%	$	5,587,823
Cancellation rate	14		%			14		%	13		%			13		%
Active communities	877			3	%	849			860			3	%	833
Backlog at June 30:
Units									11,793			—	%	11,845
Dollars									$	5,109,293		(2	)%	$	5,205,234


(a)	Includes net gains of $26.4 million related to two land sale transactions in California that closed during the three and six months ended June 30, 2018 (see Note 3).


(b)	Includes the amortization of capitalized interest.


(c)	Includes insurance reserve reversals of $12.8 million and $16.6 million for the three and six months ended June 30, 2019, respectively, and $37.5 million and $35.1 million for the three and six months ended June 30, 2018, respectively, and write-offs of insurance receivables of $12.6 million and $24.2 million for the three and six months ended June 30, 2019 (see Note 8).


(d)	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.

Home sale revenues

Home sale revenues for the three and six months ended June 30, 2019 were lower than the prior year by $46.5 million and $8.2 million, respectively. For the three months ended June 30, 2019, the 2% decrease was attributable to a 3% decrease in closings partially offset by a 1% increase in average selling price. For the six months ended June 30, 2019, the slight decrease was attributable to a 1% decrease in closings partially offset by a 1% increase in average selling price. The lower revenues in the three and six months ended June 30, 2019, were primarily attributable to our Northern California Division, which reflects the completion, or near completion, of several high performing communities combined with moderating demand in that market.

Home sale gross margins

Home sale gross margins were 23.1% and 23.3% for the three and six months ended June 30, 2019, respectively, compared to 24.0% and 23.8% for the three and six months ended June 30, 2018, respectively. Gross margins for the three and six months ended June 30, 2019 remain strong relative to historical levels and reflect a combination of factors, including shifts in community mix, such as the aforementioned shift related to Northern California. The supportive pricing environment that exists in many of our markets is allowing us to effectively manage ongoing pressure in house and land costs and slightly higher amortized interest costs (1.8% for both the three and six months ended June 30, 2019, compared to 1.6% for the same periods in 2018), though sales discounts have increased moderately in response to the affordability issues faced by homebuyers and our increased use of speculative inventory.

Land sale and other revenues

We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sale and other revenues and their related gains or losses vary between periods, depending on the timing of land sales and our strategic operating decisions. Land sales and other revenues contributed income of $3.3 million and $4.2 million for the three and six months ended June 30, 2019 compared to $28.7 million and $29.7 million for the three and six months ended June 30, 2018. The gains in 2018 resulted primarily from two land sale transactions in California that contributed $26.4 million (see Note 3).

SG&A

SG&A as a percentage of home sale revenues was 10.8% and 11.8% for the three and six months ended June 30, 2019, compared with 9.2% and 10.7% for the three and six months ended June 30, 2018. The gross dollar amount of our SG&A increased $33.4 million, or 15%, for the three months ended June 30, 2019 compared to June 30, 2018 and $45.2 million, or 10%, for the six months ended June 30, 2019 compared to June 30, 2018. The increase is primarily attributable to insurance reserve reversals of $37.5 million and $35.1 million in the three and six months ended June 30, 2018, respectively (see Note 8).

Other expense, net

Other expense, net includes the following ($000’s omitted):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Write-offs of deposits and pre-acquisition costs	$	(2,516	)	$	(1,652	)	$	(5,433	)	$	(4,261	)
Amortization of intangible assets	(3,550		)	(3,450		)	(7,000		)	(6,900		)
Loss on debt retirement (see Note 4)	(4,843		)	(76		)	(4,843		)	(76		)
Interest income	4,471			835			9,420			1,399
Interest expense	(146		)	(165		)	(290		)	(308		)
Equity in earnings of unconsolidated entities	129			265			165			1,226
Miscellaneous, net	2,934			2,110			3,491			5,372
Total other expense, net	$	(3,521	)	$	(2,133	)	$	(4,490	)	$	(3,548	)

Net new orders

Net new orders in units increased 7% while net new orders in dollars increased 7% for the three months ended June 30, 2019, as compared with the prior year period. Net new orders for the six months ended June 30, 2019 were essentially flat as compared with the prior year period. Our order volume was lower in the first quarter of 2019 as the result of the industry-wide softening that began in the second quarter of 2018. Demand improved in the second quarter of 2019, especially among first-time buyers, in part due to meaningfully lower mortgage interest rates. The cancellation rate (canceled orders for the period divided by gross new orders for the period) was 14% for the three months ended June 30, 2019 and 2018 and 13% for the six months ended June 30, 2019 and 2018. Ending backlog, which represents orders for homes that have not yet closed, remained consistent at June 30, 2019 compared with June 30, 2018.

Homes in production

The following is a summary of our homes in production:



	June 30, 2019	June 30, 2018
Sold	8,528	8,550
Unsold
Under construction	2,316	2,043
Completed	610	565
	2,926	2,608
Models	1,235	1,192
Total	12,689	12,350

The number of homes in production at June 30, 2019 was 3% higher than at June 30, 2018. The increase in homes under production resulted from an increase in the number of unsold, or "spec", homes, which is a result of a strategic decision to allow spec production to run higher to ensure access to construction labor and to position communities for the primary selling season.

Controlled lots

The following is a summary of our lots under control at June 30, 2019 and December 31, 2018:



	June 30, 2019						December 31, 2018
	Owned		Optioned		Controlled		Owned		Optioned		Controlled
Northeast	5,415		4,710		10,125		5,813		3,694		9,507
Southeast	16,161		11,963		28,124		15,800		11,806		27,606
Florida	18,334		16,106		34,440		18,652		15,855		34,507
Midwest	10,398		9,717		20,115		10,097		11,883		21,980
Texas	16,317		10,194		26,511		14,380		11,035		25,415
West	26,380		8,247		34,627		24,788		5,774		30,562
Total	93,005		60,937		153,942		89,530		60,047		149,577

Developed (%)	39	%	19	%	31	%	39	%	21	%	32	%

Of our total controlled lots, 93,005 and 89,530 were owned and 60,937 and 60,047 were controlled under land option agreements at June 30, 2019 and December 31, 2018, respectively. While competition for well-positioned land is robust, we continue to pursue land investments that we believe can achieve appropriate risk-adjusted returns on invested capital. The remaining purchase price under our land option agreements totaled $2.8 billion at June 30, 2019. These land option agreements generally may be canceled at our discretion and in certain cases extend over several years. Our maximum exposure related to these land option agreements is generally limited to our deposits and pre-acquisition costs, which totaled $255.4 million, of which $10.0 million is refundable, at June 30, 2019.

Homebuilding Segment Operations

As of June 30, 2019, we conducted our operations in 42 markets located throughout 23 states. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:



Northeast:		Connecticut, Maryland, Massachusetts, New Jersey, Pennsylvania, Virginia
Southeast:		Georgia, North Carolina, South Carolina, Tennessee
Florida:		Florida
Midwest:		Illinois, Indiana, Kentucky, Michigan, Minnesota, Ohio
Texas:		Texas
West:		Arizona, California, Nevada, New Mexico, Washington

The following tables present selected financial information for our reportable Homebuilding segments:



	Operating Data by Segment ($000's omitted)
	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019			2019 vs. 2018		2018			2019			2019 vs. 2018		2018
Home sale revenues:
Northeast	$	186,006		(6	)%	$	198,811		$	296,269		(11	)%	$	331,151
Southeast	405,960			(9	)%	444,720			780,415			(5	)%	818,163
Florida	530,534			16	%	455,533			926,665			16	%	796,605
Midwest	345,670			(3	)%	354,855			638,522			(2	)%	651,750
Texas	342,626			4	%	330,215			611,367			6	%	575,324
West	592,763			(11	)%	665,920			1,100,177			(7	)%	1,188,659
	$	2,403,559		(2	)%	$	2,450,054		$	4,353,415		—	%	$	4,361,652
Income (loss) before income taxes (a):
Northeast	$	26,212		4	%	$	25,158		$	34,140		(1	)%	$	34,470
Southeast	42,499			(22	)%	54,357			80,355			(15	)%	94,814
Florida	80,066			19	%	67,491			129,662			15	%	112,436
Midwest	42,962			—	%	43,050			69,120			(3	)%	71,451
Texas	49,144			(3	)%	50,859			80,115			(2	)%	81,395
West (b)	94,443			(39	)%	154,414			184,625			(24	)%	243,619
Other homebuilding (c)	(39,628		)	(476	)%	(6,876		)	(78,024		)	(98	)%	(39,374		)
	$	295,698		(24	)%	$	388,453		$	499,993		(17	)%	$	598,811


(a)	Includes land-related charges as summarized in the table below.


(b)	Includes gains of $26.4 million related to two land sale transactions in California in the three and six months ended June 30, 2018 (see Note 3).

(c)



	Operating Data by Segment ($000's omitted)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019		2019 vs. 2018		2018		2019		2019 vs. 2018		2018
Closings (units):
Northeast	349		(13	)%	401		568		(13	)%	652
Southeast	951		(11	)%	1,072		1,848		(7	)%	1,996
Florida	1,252		10	%	1,134		2,260		12	%	2,021
Midwest	822		(6	)%	872		1,548		(6	)%	1,639
Texas	1,119		2	%	1,096		1,968		3	%	1,905
West	1,096		(6	)%	1,166		2,032		(6	)%	2,154
	5,589		(3	)%	5,741		10,224		(1	)%	10,367

Average selling price:
Northeast	$	533	7	%	$	496	$	522	3	%	$	508
Southeast	427		3	%	415		422		3	%	410
Florida	424		5	%	402		410		4	%	394
Midwest	421		3	%	407		412		4	%	398
Texas	306		2	%	301		311		3	%	302
West	541		(5	)%	571		541		(2	)%	552
	$	430	1	%	$	427	$	426	1	%	$	421

Net new orders - units:
Northeast	455		1	%	450		816		(9	)%	898
Southeast	1,214		11	%	1,093		2,287		(3	)%	2,352
Florida	1,460		8	%	1,347		2,806		1	%	2,791
Midwest	975		(8	)%	1,055		1,999		(7	)%	2,157
Texas	1,323		12	%	1,183		2,689		7	%	2,506
West	1,365		13	%	1,213		2,658		6	%	2,512
	6,792		7	%	6,341		13,255		0	%	13,216

Net new orders - dollars:
Northeast	$	244,346	4	%	$	234,492	$	440,644	(6	)%	$	469,142
Southeast	502,970		10	%	459,197		957,358		(3	)%	983,106
Florida	600,738		10	%	547,704		1,151,043		3	%	1,120,479
Midwest	399,199		(7	)%	427,996		824,841		(6	)%	878,522
Texas	407,927		9	%	373,118		819,970		5	%	777,972
West	735,529		13	%	651,764		1,432,705		5	%	1,358,602
	$	2,890,709	7	%	$	2,694,271	$	5,626,561	1	%	$	5,587,823



	Operating Data by Segment ($000's omitted)
	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2019		2019 vs. 2018	2018		2019			2019 vs. 2018		2018
Cancellation rates:
Northeast	13	%		9	%	12		%			8		%
Southeast	10	%		12	%	11		%			11		%
Florida	12	%		12	%	12		%			12		%
Midwest	12	%		12	%	11		%			11		%
Texas	16	%		18	%	15		%			17		%
West	17	%		15	%	16		%			14		%
	14	%		14	%	13		%			13		%

Unit backlog:
Northeast						718			(5	)%	758
Southeast						2,049			(1	)%	2,072
Florida						2,435			(1	)%	2,448
Midwest						1,853			(8	)%	2,005
Texas						2,213			9	%	2,027
West						2,525			—	%	2,535
						11,793			—	%	11,845

Backlog dollars:
Northeast						$	402,186		3	%	$	391,642
Southeast						875,973			(1	)%	883,109
Florida						1,024,429			2	%	1,005,463
Midwest						774,739			(5	)%	815,311
Texas						694,816			6	%	652,445
West						1,337,150			(8	)%	1,457,264
						$	5,109,293		(2	)%	$	5,205,234



	Operating Data by Segment ($000’s omitted)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Land-related charges*:
Northeast	$	130	$	498	$	454	$	1,683
Southeast	2,015		689		2,587		1,731
Florida	765		226		1,246		409
Midwest	203		372		1,306		1,118
Texas	414		220		482		270
West	216		148		647		361
Other homebuilding	88		269		88		269
	$	3,831	$	2,422	$	6,810	$	5,841


*	Land-related charges include land inventory impairments, net realizable value adjustments on land held for sale, impairments of investments in unconsolidated entities, and write-offs of deposits and pre-acquisition costs for land option contracts we elected not to pursue. Other homebuilding consists primarily of write-offs of capitalized interest related to such land-related charges.

Northeast

For the second quarter of 2019, Northeast home sale revenues decreased by 6% when compared with the prior year period due to a 13% decrease in closings partially offset by a 7% increase in average selling price. The decrease in closings occurred across all markets due to the softening in demand that began in mid-2018 while the increase in average selling price occurred across all markets as the result of shifts in product mix. Income before income taxes increased 4% primarily due to improved overhead management. Net new orders increased primarily as a result of strength in New England and Mid-Atlantic markets with the Northeast Corridor experiencing a decrease.

For the six months ended June 30, 2019, Northeast home sale revenues decreased by 11% when compared with the prior year period due to a 13% decrease in closings partially offset by a 3% increase in average selling price. The decrease in closings occurred across all markets due to the softening in demand that began in mid-2018 while the increase in average selling price resulted from shifts in product mix. Net new orders decreased primarily as a result of weakness in the Northeast Corridor with all other markets experiencing increases.

Southeast

For the second quarter of 2019, Southeast home sale revenues decreased 9% compared with the prior year as the result of a 11% decrease in closings partially offset by a 3% increase in average selling price. The decrease in closings occurred across all markets except South Carolina while the increase in average selling price occurred across the majority of markets. Income before income taxes decreased 22% primarily as a result of lower revenues and gross margin. Net new orders increased across the majority of markets.

For the six months ended June 30, 2019, Southeast home sale revenues decreased 5% compared with the prior year as the result of a 7% decrease in closings partially offset by a 3% increase in average selling. The decrease in closings occurred across all markets except South Carolina while the increase in average selling price occurred across the majority of markets. Income before income taxes decreased 15% primarily as a result of lower revenues and gross margin. Net new orders decreased primarily as a result of weakness in Georgia and Tennessee with all other markets experiencing increases.

Florida

For the second quarter of 2019, Florida home sale revenues increased 16% compared with the prior year period due to a 10% increase in closings combined with a 5% increase in the average selling price. The increased closings occurred across the majority of markets while the increased average selling price occurred across all markets. Income before income taxes increased 19% due to the higher revenues. Net new orders increased across all markets.

For the six months ended June 30, 2019, Florida home sale revenues increased 16% compared with the prior year period due to a 12% increase in closings combined with a 4% increase in the average selling price. The increase in closings occurred across the majority of markets while the increase in average selling price occurred in the majority of markets. Income before income taxes increased 15% due to the higher revenues. Net new orders increased slightly with mixed results across markets.

Midwest

For the second quarter of 2019, Midwest home sale revenues decreased 3% compared with the prior year period due to a 6% decrease in closings, partially offset by a 3% increase in average selling price. The decrease in closings occurred across the majority of markets. Income before income taxes decreased primarily due to the decreased revenues. Net new orders decreased across all markets.

For the six months ended June 30, 2019, Midwest home sale revenues decreased 2% compared with the prior year period due to a 6% decrease in closings, partially offset by a 4% increase in average selling price. The decrease in closings occurred across the majority of markets. Income before income taxes decreased primarily due to the decreased revenues. Net new orders decreased across all markets.

Texas

For the second quarter of 2019, Texas home sale revenues increased 4% compared with the prior year period due to a 2% increase in closings combined with a 2% increase in the average selling price. The increase in closings occurred in all markets except Houston. Houston closings were impacted by the timing of new communities, as overall demand remains strong there. Net new orders increased in all markets.

For the six months ended June 30, 2019, Texas home sale revenues increased 6% compared with the prior year period due to a 3% increase in closings combined with a 3% increase in the average selling price. The increase in closings occurred in all markets except Houston. Houston closings were impacted by the timing of new communities, as overall demand remains strong there. Net new orders increased in all markets except Dallas, which experienced a slight decline.

West

For the second quarter of 2019, West home sale revenues decreased 11% compared with the prior year period due to a 6% decrease in closings and a 5% decrease in average selling price. Revenues were higher in most markets, but lower revenues in Northern California impacted the overall result. The decline in Northern California is the result of prior period completion, or near completion, of several high performing communities combined with moderating demand in that market. Income before income taxes decreased 39% primarily as a result of two significant land sale gains in California during the three months ended June 30, 2018, totaling $26.4 million, as well as the lower performance in Northern California. Net new orders increased with significant increases in Las Vegas, which benefited from the American West acquisition, and Arizona.

For the six months ended June 30, 2019, West home sale revenues decreased 7% compared with the prior year period due to a 6% decrease in closings and a 2% decrease in average selling price. Revenues were higher in most markets, but lower revenues in Northern California impacted the overall result. The decline in Northern California is the result of prior period completion, or near completion, of several high performing communities combined with moderating demand in that market. Income before income taxes decreased 24% primarily as a result of two significant land sale gains during the three months ended June 30, 2018, totaling $26.4 million, as well as the lower performance in Northern California. Net new orders increased with significant increases in Las Vegas, which benefited from the American West acquisition, and Arizona.

Financial Services Operations

We conduct our Financial Services operations, which include mortgage banking, title, and insurance brokerage operations, through Pulte Mortgage and other subsidiaries. In originating mortgage loans, we initially use our own funds, including funds available pursuant to credit agreements with third parties. Substantially all of the loans we originate are sold in the secondary market within a short period of time after origination, generally within 30 days. We also sell the servicing rights for the loans we originate through fixed price servicing sales contracts to reduce the risks and costs inherent in servicing loans. This strategy results in owning the loans and related servicing rights for only a short period of time. Operating as a captive business model primarily targeted to supporting our Homebuilding operations, the business levels of our Financial Services operations are highly correlated to Homebuilding as Homebuilding customers continue to account for substantially all loan production. We believe that our capture rate, which represents loan originations from our Homebuilding operations as a percentage of total loan opportunities, excluding cash closings, from our Homebuilding operations is an important metric in evaluating the effectiveness of our captive mortgage business model. The following tables present selected financial information for our Financial Services operations ($000's omitted):



	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019			2019 vs. 2018		2018			2019			2019 vs. 2018		2018
Mortgage revenues	$	39,833		3	%	$	38,668		$	71,706		(3	)%	$	73,695
Title services revenues	13,210			13	%	11,666			23,052			12	%	20,603
Insurance brokerage commissions	2,914			20	%	2,430			5,061			15	%	4,404
Total Financial Services revenues	55,957			6	%	52,764			99,819			1	%	98,702
Expenses	(30,901		)	(4	)%	(32,224		)	(62,350		)	(3	)%	(64,436		)
Other income (expense), net	22			(88	)%	177			17			(94	)%	285
Income before income taxes	$	25,078		21	%	$	20,717		$	37,486		8	%	$	34,551
Total originations:
Loans	3,720			2	%	3,635			6,718			1	%	6,627
Principal	$	1,161,906		4	%	$	1,122,017		$	2,076,617		2	%	$	2,031,817



	Six Months Ended
	June 30,
	2019			2018
Supplemental data:
Capture rate	80.4		%	76.6		%
Average FICO score	750			751
Loan application backlog	$	2,861,763		$	2,714,571
Funded origination breakdown:
Government (FHA, VA, USDA)	20		%	20		%
Other agency	71		%	67		%
Total agency	91		%	87		%
Non-agency	9		%	13		%
Total funded originations	100		%	100		%

Revenues

Total Financial Services revenues for the three and six months ended June 30, 2019 increased 6% and 1%, respectively, compared with the same periods in 2018. These increases occurred primarily as the result of the higher production volume, which stemmed in part from the improved capture rate and higher revenue per loan.

Income before income taxes

Income before income taxes for the three and six months ended June 30, 2019 increased 21% and 8%, respectively, compared with the prior year periods. The increases versus the prior year were due primarily to higher volume and improved margin per loan.

Income Taxes

Liquidity and Capital Resources

We finance our land acquisition, development, and construction activities and financial services operations using internally-generated funds supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate accessing other available financing sources, including revolving bank credit and securities offerings.

At June 30, 2019, we had unrestricted cash and equivalents of $631.3 million, restricted cash balances of $28.0 million, and $746.4 million available under our Revolving Credit Facility. We follow a diversified investment approach for our cash and equivalents by maintaining such funds with a broad portfolio of banks within our group of relationship banks in high quality, highly liquid, short-term deposits and investments.

Our ratio of debt to total capitalization, excluding our Financial Services debt, was 35.1% at June 30, 2019.

Unsecured senior notes

We had $2.7 billion and $3.0 billion of unsecured senior notes outstanding at June 30, 2019 and December 31, 2018, respectively, with no repayments due until 2021, when $426.0 million of unsecured senior notes are scheduled to mature. During the three months ended June 30, 2019, we retired $274.0 million of our unsecured senior notes maturing in 2021 through a previously announced cash tender offer. The retirement resulted in losses totaling $4.8 million which includes the write-off of unamortized discounts and transaction fees related to the repurchased debt and is reflected in other expense, net.

Other notes payable

Revolving credit facility

In June 2018, we entered into the Revolving Credit Facility which replaced the Company's previous credit agreement. The Revolving Credit Facility contains substantially similar terms to the previous credit agreement and extended the maturity date from June 2019 to June 2023. The Revolving Credit Facility has a maximum borrowing capacity of $1.0 billion and contains an uncommitted accordion feature that could increase the capacity to $1.5 billion, subject to certain conditions and availability of additional bank commitments. The Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under the Revolving Credit Facility, with a sublimit of $500.0 million at June 30, 2019. The interest rate on borrowings under the Revolving Credit Facility may be based on either the London Interbank Offered Rate ("LIBOR") or a base rate plus an applicable margin, as defined therein. We had no borrowings outstanding at June 30, 2019 and December 31, 2018, and $253.6 million and $239.4 million of letters of credit issued under the Revolving Credit Facility at June 30, 2019 and December 31, 2018, respectively.

Credit Facility). As of June 30, 2019, we were in compliance with all covenants. Outstanding balances under the Revolving Credit Facility are guaranteed by certain of our wholly-owned subsidiaries.

Financial Services debt

Pulte Mortgage maintains a master repurchase agreement with third party lenders that matures in August 2019. The maximum aggregate commitment was $280.0 million at June 30, 2019 and was reduced to $235.0 million on July 25, 2019. Borrowings under the Repurchase Agreement are secured by residential mortgage loans available-for-sale. The Repurchase Agreement contains various affirmative and negative covenants applicable to Pulte Mortgage, including quantitative thresholds related to net worth, net income, and liquidity. Pulte Mortgage had $234.2 million and $348.4 million outstanding under the Repurchase Agreement at June 30, 2019 and December 31, 2018, respectively, and was in compliance with all of its covenants and requirements as of such dates.

Dividends and share repurchase program

During the six months ended June 30, 2019, we declared cash dividends totaling $61.5 million and repurchased 3.5 million shares under our repurchase authorization totaling $108.5 million. In May 2019, our board of directors approved a $500.0 million increase in our share repurchase authorization. At June 30, 2019, we had remaining authorization to repurchase $691.4 million of common shares.

Cash flows

Operating activities

Our net cash provided by operating activities for the six months ended June 30, 2019 was $305.7 million, compared with net cash provided by operating activities of $547.6 million for the six months ended June 30, 2018. Generally, the primary drivers of our cash flow from operations are profitability and changes in the levels of inventory and residential mortgage loans available-for-sale, each of which experiences seasonal fluctuations. The positive cash flow from operations for the six months ended June 30, 2019 was primarily due to our net income of $407.8 million, supplemented by $51.5 million of deferred income taxes and a seasonal $117.0 million decrease in residential mortgage loans available-for-sale. These sources of cash were partially offset by a net increase in inventories of $399.5 million resulting from ongoing land acquisition and development investment to support future growth, combined with a seasonal build of house inventory.

Our net cash provided by operating activities for the six months ended June 30, 2018 was primarily due to pretax income of $633.4 million, supplemented by $127.0 million of deferred income taxes and a seasonal reduction of $199.6 million in residential mortgage loans available-for-sale. These sources of cash were partially offset by a net increase in inventories of $281.4 million resulting from ongoing land acquisition and development investment to support future growth combined with a seasonal build of house inventory to support our higher backlog.

Investing activities

Net cash used in investing activities for the six months ended June 30, 2019 was $193.4 million, compared with net cash used in investing activities of $27.1 million for the six months ended June 30, 2018. These cash outflows primarily reflected our acquisition of American West in April 2019 for $163.7 million, as well as, capital expenditures of $29.6 million related to our ongoing investments in new communities and certain information technology applications.

Financing activities

Net cash used in financing activities for the six months ended June 30, 2019 totaled $586.8 million, compared with net cash used in financing activities of $424.7 million for the six months ended June 30, 2018. The net cash used in financing activities for the six months ended June 30, 2019 resulted primarily from the repurchase of 3.5 million common shares for $108.5 million under our share repurchase authorization, repayments of debt totaling $297.3 million, payments of $61.6 million in cash dividends, and net repayments of $114.2 million for borrowings under the Repurchase Agreement related to a seasonal reduction in residential mortgage loans available-for-sale.

Net cash used in financing activities for the six months ended June 30, 2018 resulted primarily from the repurchase of 3.5 million common shares for $105.1 million under our repurchase authorization, repayments of debt totaling $82.4 million, payments of $52.4 million in cash dividends, and net repayments of $173.8 million for borrowings under the Repurchase Agreement related to a seasonal reduction in residential mortgage loans available-for-sale.

Inflation

We, and the homebuilding industry in general, may be adversely affected during periods of inflation because of higher land and construction costs. Inflation may also increase our financing costs. In addition, higher mortgage interest rates affect the affordability of our products to prospective homebuyers. While we attempt to pass on to our customers increases in our costs through increased sales prices, market forces may limit our ability to do so. If we are unable to raise sales prices enough to compensate for higher costs, or if mortgage interest rates increase significantly, our revenues, gross margins, and net income could be adversely affected.

Seasonality

Although significant changes in market conditions have impacted our seasonal patterns in the past and could do so again, we historically experience variability in our quarterly results from operations due to the seasonal nature of the homebuilding industry. We generally experience increases in revenues and cash flow from operations during the fourth quarter based on the timing of home closings. This seasonal activity increases our working capital requirements in our third and fourth quarters to support our home production and loan origination volumes. As a result of the seasonality of our operations, our quarterly results of operations are not necessarily indicative of the results that may be expected for the full year.

Contractual Obligations and Commercial Commitments

There have been no material changes to our contractual obligations from those disclosed in our "Contractual Obligations and Commercial Commitments" contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Off-Balance Sheet Arrangements

We use letters of credit and surety bonds to guarantee our performance under various contracts, principally in connection with the development of our homebuilding projects. The expiration dates of the letter of credit contracts coincide with the expected completion date of the related homebuilding projects. If the obligations related to a project are ongoing, annual extensions of the letters of credit are typically granted on a year-to-year basis. At June 30, 2019, we had outstanding letters of credit totaling $253.6 million. Our surety bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. These bonds, which approximated $1.3 billion at June 30, 2019, are typically outstanding over a period of approximately three to five years. Because significant construction and development work has been performed related to projects that have not yet received final acceptance by the respective counterparties, the aggregate amount of surety bonds outstanding is in excess of the projected cost of the remaining work to be performed.

In the ordinary course of business, we enter into land option agreements in order to procure land for the construction of houses in the future. At June 30, 2019, these agreements had an aggregate remaining purchase price of $2.8 billion. Pursuant to these land option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices.

At June 30, 2019, aggregate outstanding debt of unconsolidated joint ventures was $29.2 million of which $28.4 million was related to one joint venture in which we have a 50% interest. In connection with this loan, we and our joint venture partner provided customary limited recourse guaranties in which our maximum financial loss exposure is limited to our pro rata share of the debt outstanding.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates during the six months ended June 30, 2019 compared with those contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative disclosure

We are subject to market risk on our debt instruments primarily due to fluctuations in interest rates. We utilize both fixed-rate and variable-rate debt. For fixed-rate debt, changes in interest rates generally affect the fair value of the debt instrument but not our earnings or cash flows. Conversely, for variable-rate debt, changes in interest rates generally do not affect the fair value of the debt instrument but could affect our earnings and cash flows. Except in very limited circumstances, we do not have an obligation to prepay fixed-rate debt prior to maturity. As a result, interest rate risk and changes in fair value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance or repurchase such debt.

The following table sets forth the principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value of our debt obligations as of June 30, 2019 ($000’s omitted):



	As of June 30, 2019 for the Years ending December 31,
	2019			2020			2021			2022			2023			Thereafter			Total			Fair Value
Rate-sensitive liabilities:
Fixed rate debt	$	12,597		$	8,470		$	432,674		$	1,152		$	—		$	2,300,000		$	2,754,893		$	2,942,710
Average interest rate	5.08		%	5.27		%	4.26		%	3.51		%	—		%	5.90		%	5.63		%

Variable rate debt (a)	$	234,186		$	—		$	—		$	—		$	—		$	—		$	234,186		$	234,186
Average interest rate	4.49		%	—		%	—		%	—		%	—		%	—		%	4.49		%

(a) Includes the Pulte Mortgage Repurchase Agreement and amounts outstanding under our Revolving Credit Facility, under which there was no amount outstanding at June 30, 2019.

Qualitative disclosure

There have been no material changes to the qualitative disclosure found in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2018.

SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS

As a cautionary note, except for the historical information contained herein, certain matters discussed in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 3, Quantitative and Qualitative Disclosures About Market Risk, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “may,” “can,” “could,” “might,” "should", “will” and similar expressions identify forward-looking statements, including statements related to any impairment charge and the impacts or effects thereof, expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future.

Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; competition within the industries in which we operate; the availability and cost of land and other raw materials used by us in our homebuilding operations; the impact of any changes to our strategy in responding to the cyclical nature of the industry, including any changes regarding our land positions and the levels of our land spend; the availability and cost of insurance covering risks associated with our businesses; shortages and the cost of labor; weather related slowdowns; slow growth initiatives and/or local building moratoria; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans; the interpretation of or changes to tax, labor and environmental laws which could have a greater impact on our effective tax rate or the value of our deferred tax assets than we anticipate; economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences and the state of the market for homes in general; legal or regulatory proceedings or claims; our ability to generate sufficient cash flow in order to successfully implement our capital allocation priorities; required accounting changes; terrorist acts and other acts of war; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See PulteGroup's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and other public filings with the Securities and Exchange Commission (the "SEC") for a further discussion of these and other risks and uncertainties applicable to our businesses. PulteGroup undertakes no duty to update any forward-looking statement, whether as a result of new information, future events or changes in PulteGroup's expectations.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019. Based upon, and as of the date of that evaluation, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2019.

Management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There was no change in our internal control over financial reporting during the quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities



	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)
April 1, 2019 to April 30, 2019	263,783	$	29.52	263,783	$	267,094	(2)
May 1, 2019 to May 31, 2019	891,398	$	31.98	891,398	$	738,583	(2)
June 1, 2019 to June 30, 2019	1,467,895	$	32.14	1,467,895	$	691,411	(2)
Total	2,623,076	$	31.82	2,623,076


(1)	During the six months ended June 30, 2019, participants surrendered 0.4 million 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)	During the six months ended June 30, 2019, we repurchased 3.5 million shares for a total of $108.5 million under an existing share repurchase program authorized by the Company's Board of Directors. The share repurchase authorization, which was increased by $500.0 million in May 2019, has $691.4 million remaining as of June 30, 2019. There is no expiration date for this program.

Item 6. Exhibits

Exhibit Number and Description



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)	Amended and Restated By-Laws of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on May 5, 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)

	(e)	Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, 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 7, 2019)

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 (Furnished herewith)

101.INS		XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



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:	July 23, 2019

PulteGroup - 10-Q quarterly report FY2019 Q2

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