UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20182019


or


[ ] 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: (404) 978-6400


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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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  [X]  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  [X]


Number of common shares outstanding as of April 19, 2018: 285,524,839 ______________________________________________________________________________________________________18, 2019: 277,137,113


PULTEGROUP, INC.
TABLE OF CONTENTS


  
Page
No.
PART I 
   
Item 1 
   
 
   
 
   
 
   
 
   
 
   
 
   
Item 2
   
Item 3
   
Item 4

   
PART II
   
Item 2
   
Item 6
   
 










PART I. FINANCIAL INFORMATION


Item 1.      Financial Statements


PULTEGROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($000’s omitted)
March 31,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
(Unaudited) (Note)(Unaudited)  
ASSETS      
      
Cash and equivalents$150,821
 $272,683
$1,055,457
 $1,110,088
Restricted cash33,966
 33,485
25,496
 23,612
Total cash, cash equivalents, and restricted cash184,787
 306,168
1,080,953
 1,133,700
House and land inventory7,465,028
 7,147,130
7,506,543
 7,253,353
Land held for sale69,522
 68,384
39,431
 36,849
Residential mortgage loans available-for-sale385,453
 570,600
326,995
 461,354
Investments in unconsolidated entities64,810
 62,957
55,725
 54,590
Other assets784,355
 745,123
823,066
 830,359
Intangible assets137,542
 140,992
123,742
 127,192
Deferred tax assets, net614,898
 645,295
250,881
 275,579
$9,706,395
 $9,686,649
$10,207,336
 $10,172,976
      
LIABILITIES AND SHAREHOLDERS’ EQUITY      
      
Liabilities:      
Accounts payable$446,304
 $393,815
$444,322
 $352,029
Customer deposits308,864
 250,779
294,548
 254,624
Accrued and other liabilities1,226,233
 1,356,333
1,270,367
 1,360,483
Income tax liabilities115,667
 86,925
18,108
 11,580
Financial Services debt246,952
 437,804
222,139
 348,412
Notes payable3,087,718
 3,006,967
3,024,413
 3,028,066
5,431,738
 5,532,623
5,273,897
 5,355,194
Shareholders' equity4,274,657
 4,154,026
4,933,439
 4,817,782
$9,706,395
 $9,686,649
$10,207,336
 $10,172,976


Note: The Condensed Consolidated Balance Sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.




See accompanying Notes to Condensed Consolidated Financial Statements.




PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(000’s omitted, except per share data)
(Unaudited)
 
Three Months EndedThree Months Ended
March 31,March 31,
2018 20172019 2018
Revenues:      
Homebuilding      
Home sale revenues$1,911,598
 $1,585,421
$1,949,856
 $1,911,598
Land sale and other revenues

12,557
 2,690
2,975
 12,557
1,924,155
 1,588,111
1,952,831
 1,924,155
Financial Services45,938
 41,767
43,862
 45,938
Total revenues1,970,093
 1,629,878
1,996,693
 1,970,093
      
Homebuilding Cost of Revenues:      
Home sale cost of revenues(1,459,940) (1,217,678)(1,492,791) (1,459,940)
Land sale cost of revenues(11,548) (3,228)(2,050) (11,548)
(1,471,488) (1,220,906)(1,494,841) (1,471,488)
      
Financial Services expenses(32,213) (28,367)(31,449) (32,213)
Selling, general, and administrative expenses(240,893) (236,268)(252,727) (240,893)
Other expense, net(1,308) (5,072)(973) (1,308)
Income before income taxes224,191
 139,265
216,703
 224,191
Income tax expense(53,440) (47,747)(49,946) (53,440)
Net income$170,751
 $91,518
$166,757
 $170,751
      
Per share:      
Basic earnings$0.59
 $0.29
$0.59
 $0.59
Diluted earnings$0.59
 $0.28
$0.59
 $0.59
Cash dividends declared$0.09
 $0.09
$0.11
 $0.09
      
Number of shares used in calculation:





Basic286,683
 317,756
277,637
 286,683
Effect of dilutive securities1,343
 2,329
1,003
 1,343
Diluted288,026
 320,085
278,640
 288,026






See accompanying Notes to Condensed Consolidated Financial Statements.




PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($000’s omitted)
(Unaudited)


 Three Months Ended
 March 31,
 2019 2018
Net income$166,757
 $170,751
    
Other comprehensive income, net of tax:   
Change in value of derivatives25
 21
Other comprehensive income25
 21
    
Comprehensive income$166,782
 $170,772

 Three Months Ended
 March 31,
 2018 2017
Net income$170,751
 $91,518
    
Other comprehensive income, net of tax:   
Change in value of derivatives21
 21
Other comprehensive income21
 21
    
Comprehensive income$170,772
 $91,539








See accompanying Notes to Condensed Consolidated Financial Statements.





PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(000's omitted, except per share data)omitted)
(Unaudited)
Common Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Retained
Earnings
 TotalCommon Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Retained
Earnings
 Total
Shares $ Shares $ 
Shareholders' Equity, January 1, 2018286,752
 $2,868
 $3,171,542
 $(445) $980,061
 $4,154,026
Shareholders' Equity, December 31, 2018277,110
 $2,771
 $3,201,427
 $(345) $1,613,929
 $4,817,782
Stock option exercises118
 1
 1,444
 
 
 1,445
Share issuances, net of cancellations1,337
 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, 2019277,256
 $2,771
 $3,216,473
 $(320) $1,714,515
 $4,933,439
           
Shareholders' Equity, December 31, 2017286,752
 $2,868
 $3,171,542
 $(445) $980,061
 $4,154,026
Cumulative effect of accounting change (see Note 1)

 
 
 
 22,411
 22,411

 
 
 
 22,411
 22,411
Stock option exercises284
 3
 2,720
 
 
 2,723
284
 3
 2,720
 
 
 2,723
Share issuances, net of cancellations783
 8
 3,477
 
 
 3,485
783
 8
 3,477
 
 
 3,485
Dividends declared
 
 
 
 (26,051) (26,051)
 
 
 
 (26,051) (26,051)
Share repurchases(1,941) (20) 
 
 (59,471) (59,491)(1,941) (20) 
 
 (59,471) (59,491)
Share-based compensation
 
 6,782
 
 
 6,782

 
 6,782
 
 
 6,782
Net income
 
 
 
 170,751
 170,751

 
 
 
 170,751
 170,751
Other comprehensive income
 
 
 21
 
 21

 
 
 21
 
 21
Shareholders' Equity, March 31, 2018285,878
 $2,859
 $3,184,521
 $(424) $1,087,701
 $4,274,657
285,878
 $2,859
 $3,184,521
 $(424) $1,087,701
 $4,274,657
           
Shareholders' Equity, January 1, 2017319,090
 $3,191
 $3,116,490
 $(526) $1,540,208
 $4,659,363
Cumulative effect of accounting change
 
 (406) 
 18,643
 18,237
Stock option exercises961
 10
 11,108
 
 
 11,118
Share issuances, net of cancellations677
 10
 3,556
 
 
 3,566
Dividends declared
 
 
 
 (28,838) (28,838)
Share repurchases(4,696) (50) 
 
 (105,472) (105,522)
Share-based compensation
 
 10,682
 
 
 10,682
Net income
 
 
 
 91,518
 91,518
Other comprehensive income
 
 
 21
 
 21
Shareholders' Equity, March 31, 2017316,032
 $3,161
 $3,141,430
 $(505) $1,516,059
 $4,660,145




See accompanying Notes to Condensed Consolidated Financial Statements.


PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000’s omitted)
(Unaudited)
Three Months EndedThree Months Ended
March 31,March 31,
2018 20172019 2018
Cash flows from operating activities:      
Net income$170,751
 $91,518
$166,757
 $170,751
Adjustments to reconcile net income to net cash from operating activities:      
Deferred income tax expense23,479
 39,226
24,690
 23,479
Land-related charges3,419

3,535
2,979

3,419
Depreciation and amortization11,890
 13,209
13,210
 11,890
Share-based compensation expense8,451
 14,161
9,019
 8,451
Other, net(793) 555
(39) (793)
Increase (decrease) in cash due to:      
Inventories(237,169) (267,014)(259,865) (237,169)
Residential mortgage loans available-for-sale185,147
 194,117
134,217
 185,147
Other assets(9,246) 21,858
64,533
 (9,246)
Accounts payable, accrued and other liabilities13,084
 (71,362)3,408
 13,084
Net cash provided by (used in) operating activities169,013
��39,803
158,909
 169,013
Cash flows from investing activities:      
Capital expenditures(15,428) (9,996)(16,070) (15,428)
Investments in unconsolidated entities(1,000) (14,802)(1,289) (1,000)
Other investing activities, net452
 1,423
291
 452
Net cash used in investing activities(15,976) (23,375)
Net cash provided by (used in) investing activities(17,068) (15,976)
Cash flows from financing activities:      
Repayments of debt(451) (1,067)(3,605) (451)
Borrowings under revolving credit facility768,000
 

 768,000
Repayments under revolving credit facility(768,000) 

 (768,000)
Financial Services borrowings (repayments)(190,852) (191,240)(126,273) (190,852)
Stock option exercises2,723
 11,118
1,445
 2,723
Share repurchases(59,491) (105,522)(35,353) (59,491)
Dividends paid(26,347) (29,102)(30,802) (26,347)
Net cash provided by (used in) financing activities(274,418) (315,813)(194,588) (274,418)
Net increase (decrease)(121,381) (299,385)
Net increase (decrease) in cash, cash equivalents, and restricted cash(52,747) (121,381)
Cash, cash equivalents, and restricted cash at beginning of period306,168
 723,248
1,133,700
 306,168
Cash, cash equivalents, and restricted cash at end of period$184,787
 $423,863
$1,080,953
 $184,787
      
Supplemental Cash Flow Information:      
Interest paid (capitalized), net$30,109
 $12,830
$17,164
 $30,109
Income taxes paid (refunded), net$631
 $1,043
$(30,850) $631




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 services, 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, 2017.2018.


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.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation.


Subsequent events


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


Other expense, net


Other expense, net consists of the following ($000’s omitted):
 Three Months Ended
March 31,
2019 2018
Write-offs of deposits and pre-acquisition costs$(2,917) $(2,609)
Amortization of intangible assets(3,450) (3,450)
Interest income4,949
 564
Interest expense(144) (143)
Equity in earnings of unconsolidated entities37
 961
Miscellaneous, net552
 3,369
Total other expense, net$(973) $(1,308)

 Three Months Ended
March 31,
2018 2017
Write-offs of deposits and pre-acquisition costs$(2,609) $(1,655)
Amortization of intangible assets(3,450) (3,450)
Interest income564
 833
Interest expense(143) (137)
Equity in earnings (losses) of unconsolidated entities 
961
 1,193
Miscellaneous, net3,369
 (1,856)
Total other expense, net$(1,308) $(5,072)






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 $308.9$294.5 million and $250.8$254.6 million at March 31, 20182019 and December 31, 2017,2018, respectively. OfSubstantially 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 liabilities at December 31, 2017, $133.9 million was recognized in revenues in the three months ended March 31, 2018 upon the closing of the related homes.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 for various investors.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 or the sub-servicing fees are earned.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. Thepolicy, and related contract assets for estimated future renewal commissions are included in other assets and totaled $28.8$31.4 million at March 31, 2018, of which $27.7 million was recognized on January 1, 2018, in conjunction with the adoption of Accounting Standards Codification 606, "Revenue from Contracts with Customers" ("ASC 606"). Refer to "New accounting pronouncements" within Note 1 for further discussion.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 ASCAccounting 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
March 31,
2019 2018
Numerator:   
Net income$166,757
 $170,751
Less: earnings distributed to participating securities(308) (296)
Less: undistributed earnings allocated to participating securities(1,410) (1,622)
Numerator for basic earnings per share$165,039
 $168,833
Add back: undistributed earnings allocated to participating securities1,410
 1,622
Less: undistributed earnings reallocated to participating securities(1,407) (1,614)
Numerator for diluted earnings per share$165,042
 $168,841
    
Denominator:   
Basic shares outstanding277,637
 286,683
Effect of dilutive securities1,003
 1,343
Diluted shares outstanding278,640
 288,026
    
Earnings per share:   
Basic$0.59
 $0.59
Diluted$0.59
 $0.59

 Three Months Ended
March 31,
2018 2017
Numerator:   
Net income$170,751
 $91,518
Less: earnings distributed to participating securities(296) (305)
Less: undistributed earnings allocated to participating securities(1,622) (618)
Numerator for basic earnings per share$168,833
 $90,595
Add back: undistributed earnings allocated to participating securities1,622
 618
Less: undistributed earnings reallocated to participating securities(1,614) (613)
Numerator for diluted earnings per share$168,841
 $90,600
    
Denominator:   
Basic shares outstanding286,683
 317,756
Effect of dilutive securities1,343
 2,329
Diluted shares outstanding288,026
 320,085
    
Earnings per share:   
Basic$0.59
 $0.29
Diluted$0.59
 $0.28


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 March 31, 20182019 and December 31, 2017,2018, residential mortgage loans available-for-sale had an aggregate fair value of $385.5$327.0 million and $570.6$461.4 million, respectively, and an aggregate outstanding principal balance of $374.4$315.5 million and $553.5$444.2 million, respectively. The net gain (loss) resulting from changes in fair value of these loans totaled $(0.1)$(1.1) million and $(2.0)$(0.1) million for the three months ended March 31, 20182019 and 2017,2018, 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 $27.0$24.0 million and $25.3$27.0 million for the three months ended March 31, 2019 and 2018, respectively, and 2017, respectively, are 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 March 31, 20182019 and December 31, 2017,2018, we had aggregate IRLCs of $375.3$356.9 million and $210.9$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 March 31, 20182019 and December 31, 2017,2018, we had unexpired forward contracts of $539.0$498.0 million and $522.0$511.0 million, respectively, and whole loan investor commitments of $186.1$146.4 million and $203.1$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.


PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



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):
 March 31, 2019 December 31, 2018
 Other Assets Accrued and Other Liabilities Other Assets Accrued and Other Liabilities
Interest rate lock commitments$11,629
 $297
 $9,196
 $161
Forward contracts234
 4,107
 315
 7,229
Whole loan commitments329
 614
 393
 1,111
 $12,192
 $5,018
 $9,904
 $8,501

 March 31, 2018 December 31, 2017
 Other Assets Accrued and Other Liabilities Other Assets Accrued and Other Liabilities
Interest rate lock commitments$11,447
 $297
 $5,990
 $407
Forward contracts729
 1,646
 432
 817
Whole loan commitments689
 565
 794
 941
 $12,865
 $2,508
 $7,216
 $2,165


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 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 is a comprehensive new revenue recognition model that 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 a contract assetassets for insurance brokerage commission renewals. There was not a material impact to revenues as a result of applying ASC 606, for the three months ended March 31, 2018, and there have not beenwere no significant changes to our business processes, systems, or internal controls as a result of implementing the standard.

We adopted Accounting Standards Update ("ASU") ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), as of January 1, 2018, on a retrospective basis. The ASU addresses several specific cash flow issues. The adoption of ASU 2016-15 had no effect on our financial statements.


In FebruaryJune 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. ASU 2016-02 is effective for us for annual and interim periods beginning January 1, 2019, and early adoption is permitted. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application. While the recognition of right-of-use assets and related liabilities will have a material effect on our consolidated balance sheets, we do not expect a material impact on our consolidated statement of operations. The FASB also issued ASU No. 2018-01, "Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842", which provides guidance on specific transition issues. We continue to evaluate the full impact of the new standards, including the impact on our business processes, systems, and internal controls.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"), 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 and also requires that credit losses from available-for-sale debt securities be presented as an allowance instead of a write-down. ASU 2016-13methodology. The standard is effective for us for annual and interim periods beginning January 1, 2020, with early adoption permitted, and requires full retrospective application on adoption. 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" ("ASU 2017-04"), which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. AUnder 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. ASU 2017-04The standard is effective for us for annual

PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

and interim periods beginning January 1, 2020, with early adoption permitted, and applied prospectively. We do not expect ASU 2017-04the 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):
 March 31,
2019
 December 31,
2018
Homes under construction$2,892,328
 $2,630,158
Land under development4,161,168
 4,129,225
Raw land453,047
 493,970
 $7,506,543
 $7,253,353

 March 31,
2018
 December 31,
2017
Homes under construction$2,716,264
 $2,421,405
Land under development4,194,869
 4,135,814
Raw land553,895
 589,911
 $7,465,028
 $7,147,130


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
 March 31,
 2019 2018
Interest in inventory, beginning of period$227,495
 $226,611
Interest capitalized42,381
 43,960
Interest expensed(34,563) (30,558)
Interest in inventory, end of period$235,313
 $240,013

 Three Months Ended
 March 31,
 2018 2017
Interest in inventory, beginning of period$226,611
 $186,097
Interest capitalized43,960
 44,923
Interest expensed(30,558) (27,192)
Interest in inventory, end of period$240,013
 $203,828


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 March 31, 20182019 or December 31, 20172018 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 March 31, 20182019 and December 31, 20172018 ($000’s omitted):
 March 31, 2019 December 31, 2018
 Deposits and
Pre-acquisition
Costs
 Remaining Purchase
Price
 Deposits and
Pre-acquisition
Costs
 Remaining Purchase
Price
Land options with VIEs$99,742
 $1,073,520
 $90,717
 $1,079,507
Other land options138,597
 1,561,597
 127,851
 1,522,903
 $238,339
 $2,635,117
 $218,568
 $2,602,410
 March 31, 2018 December 31, 2017
 Deposits and
Pre-acquisition
Costs
 Remaining Purchase
Price
 Deposits and
Pre-acquisition
Costs
 Remaining Purchase
Price
Land options with VIEs$70,600
 $820,231
 $78,889
 $977,480
Other land options140,277
 1,487,583
 129,098
 1,485,099
 $210,877
 $2,307,814
 $207,987
 $2,462,579



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, New York, Pennsylvania, Virginia
Southeast: Georgia, North Carolina, South Carolina, Tennessee
Florida: Florida
Midwest: Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
Texas: Texas
West: Arizona, California, Nevada, New Mexico, Washington



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.


 Operating Data by Segment
($000’s omitted)
 Three Months Ended
 March 31,
 2018 2017
Revenues:   
Northeast$132,436
 $108,601
Southeast374,623
 329,113
Florida348,709
 314,296
Midwest297,506
 244,506
Texas246,638
 234,541
West524,243
 357,054
 $1,924,155
 $1,588,111
Financial Services45,938
 41,767
Consolidated revenues$1,970,093
 $1,629,878
    


PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


 Operating Data by Segment
($000’s omitted)
 Three Months Ended
 March 31,
 2019 2018
Revenues:   
Northeast$110,492
 $132,436
Southeast375,417
 374,623
Florida396,443
 348,709
Midwest293,590
 297,506
Texas269,003
 246,638
West507,886
 524,243
 1,952,831
 1,924,155
Financial Services43,862
 45,938
Consolidated revenues$1,996,693
 $1,970,093
    
Income (loss) before income taxes:   
Northeast$7,928
 $9,312
Southeast37,856
 40,457
Florida49,596
 44,945
Midwest26,158
 28,401
Texas30,971
 30,536
West90,182
 89,205
Other homebuilding (a)
(38,397) (32,498)
 204,294
 210,358
Financial Services12,409
 13,833
Consolidated income before income taxes$216,703
 $224,191

 Operating Data by Segment
($000’s omitted)
 Three Months Ended
 March 31,
 2018 2017
Income before income taxes:   
Northeast$9,312
 $4,400
Southeast40,457
 32,366
Florida44,945
 44,523
Midwest28,401
 18,254
Texas30,536
 32,796
West89,205
 34,084
Other homebuilding (a)
(32,498) (40,661)
 $210,358
 $125,762
Financial Services13,833
 13,503
Consolidated income before income taxes$224,191
 $139,265


(a)
Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the operating segments, including: write-offs of $15.0 million of insurance receivables associated with the resolution of certain insurance matters in the three months ended March 31, 2017 (see Note 8).
segments.
 Operating Data by Segment
 ($000's omitted)
 March 31, 2018
 Homes Under
Construction
 Land Under
Development
 Raw Land Total
Inventory
 Total
Assets
Northeast$267,520
 $323,571
 $73,577
 $664,668
 $813,724
Southeast484,647
 621,417
 112,444
 1,218,508
 1,345,180
Florida435,660
 881,107
 86,155
 1,402,922
 1,527,872
Midwest321,719
 444,360
 38,353
 804,432
 882,493
Texas300,113
 422,804
 89,779
 812,696
 903,537
West857,312
 1,247,263
 131,711
 2,236,286
 2,420,444
Other homebuilding (a)
49,293
 254,347
 21,876
 325,516
 1,332,972
 $2,716,264
 $4,194,869
 $553,895
 $7,465,028
 $9,226,222
Financial Services
 
 
 
 480,173
 $2,716,264
 $4,194,869
 $553,895
 $7,465,028
 $9,706,395
          



PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


Operating Data by SegmentOperating Data by Segment
($000’s omitted)
($000's omitted)Three Months Ended
December 31, 2017March 31,
Homes Under
Construction
 Land Under
Development
 Raw Land Total
Inventory
 Total
Assets
2019 2018
Land-related charges*:   
Northeast$234,413
 $327,599
 $73,574
 $635,586
 $791,511
$324
 $1,185
Southeast433,411
 613,626
 121,238
 1,168,275
 1,287,992
572
 1,042
Florida359,651
 876,856
 109,069
 1,345,576
 1,481,837
481
 183
Midwest299,896
 476,694
 28,482
 805,072
 877,282
1,103
 746
Texas251,613
 435,018
 87,392
 774,023
 859,847
68
 50
West798,706
 1,137,940
 147,493
 2,084,139
 2,271,328
431
 213
Other homebuilding (a)
43,715
 268,081
 22,663
 334,459
 1,469,234
Other homebuilding
 
$2,421,405
 $4,135,814
 $589,911
 $7,147,130
 $9,039,031
$2,979
 $3,419
Financial Services
 
 
 
 647,618
$2,421,405
 $4,135,814
 $589,911
 $7,147,130
 $9,686,649

*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)
 March 31, 2019
 Homes Under
Construction
 Land Under
Development
 Raw Land Total
Inventory
 Total
Assets
Northeast$328,021
 $296,198
 $25,513
 $649,732
 $738,662
Southeast462,382
 676,532
 89,750
 1,228,664
 1,372,245
Florida514,551
 926,254
 76,340
 1,517,145
 1,675,802
Midwest313,244
 431,144
 29,151
 773,539
 861,452
Texas326,344
 436,409
 95,942
 858,695
 936,709
West896,861
 1,126,206
 118,589
 2,141,656
 2,376,073
Other homebuilding (a)
50,925
 268,425
 17,762
 337,112
 1,801,106
 2,892,328
 4,161,168
 453,047
 7,506,543
 9,762,049
Financial Services
 
 
 
 445,287
 $2,892,328
 $4,161,168
 $453,047
 $7,506,543
 $10,207,336
          


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
Southeast443,140
 676,087
 90,332
 1,209,559
 1,347,427
Florida467,625
 892,669
 85,321
 1,445,615
 1,601,906
Midwest314,442
 433,056
 29,908
 777,406
 849,596
Texas284,405
 427,124
 98,415
 809,944
 881,629
West805,709
 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):
 March 31,
2019
 December 31,
2018
4.250% unsecured senior notes due March 2021 (a)
$700,000
 $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)
(13,295) (13,247)
Total senior notes2,986,705
 2,986,753
Other notes payable37,708
 41,313
Notes payable$3,024,413
 $3,028,066
Estimated fair value$3,091,068
 $2,899,143

 March 31,
2018
 December 31,
2017
4.250% unsecured senior notes due March 2021 (a)
$700,000
 $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)
(13,105) (13,057)
Total senior notes$2,986,895
 $2,986,943
Other notes payable100,823
 20,024
Notes payable$3,087,718
 $3,006,967
Estimated fair value$3,076,140
 $3,263,774


(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 $100.8$37.7 million and $20.0$41.3 million at March 31, 20182019 and December 31, 2017,2018, 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 7.53%5.17%. In the three months ended March 31, 2018, we borrowed $81.2 million under one note to finance the acquisition of land. We fully repaid this note in April 2018.



PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


Revolving credit facility


We maintain a senior unsecured revolvingIn June 2018, we entered into the Second Amended and Restated Credit Agreement ("Revolving Credit Facility") which replaced the Company's previous credit facility (the “Revolvingagreement. The Revolving Credit Facility”) withFacility 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 that matures in June 2019. The Revolving Credit Facilityand contains an uncommitted accordion feature that could increase the capacity to $1.25$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 $375.0$500.0 million at March 31, 2018.2019. 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. At March 31, 2018, weWe had no borrowings outstanding at March 31, 2019 and $226.3December 31, 2018, and $232.9 million and $239.4 million of letters of credit issued under the Revolving Credit Facility. AtFacility at March 31, 2019 and December 31, 2017, we had no borrowings outstanding and $235.5 million of letters of credit issued under the Revolving Credit Facility.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 March 31, 2018,2019, 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 $773.7$767.1 million and $764.5$760.6 million at March 31, 20182019 and December 31, 2017,2018, respectively.


Joint venture debt


At March 31, 2018,2019, aggregate outstanding debt of unconsolidated joint ventures was $57.8$35.2 million, of which $57.0$34.4 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;project, (ii) an environmental indemnity provided to the lender;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 (the “Repurchase Agreement”) that matures in August 2018.2019. The maximum aggregate commitment was $250.0$350.0 million at March 31, 2018,2019 and increased to $350.0 million from April 18, 2018continues through June 25, 2018, after which it increases to $400.0 million through maturity. The purpose of changes in capacity during the term of the agreement is to lower associated fees during seasonally lower volume periods of mortgage origination activity. 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 $247.0$222.1 million and $437.8$348.4 million outstanding under the Repurchase Agreement at March 31, 20182019 and December 31, 2017,2018, respectively, and was in compliance with all of its covenants and requirements as of such dates.


5. Shareholders’ equity


During the three months endedMarch 31, 2019, we declared cash dividends totaling $30.8 million and repurchased 0.9 million shares under our repurchase authorization for $25.0 million. For the three months ended March 31, 2018,, we declared cash dividends totaling $26.1 million and repurchased 1.7 million shares under our repurchase authorization for $52.5 million. For the three months ended March 31, 2017, we declared cash dividends totaling $28.8 million and repurchased 4.7 million shares under our repurchase authorization for $100.0 million. At March 31, 2018,2019, we had remaining authorization to repurchase $542.0$274.9 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 three months endedMarch 31, 20182019 and 20172018, participants surrendered shares valued at $10.4 million and $7.0 million and $5.5 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 months ended March 31, 20182019 was 23.8%23.0%, compared to 34.3%23.8% for the same period in 2017.2018. Our effective tax rate differsdiffered 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 period in the prior year, our effective tax rate differed from the federal statutory tax rate primarily due to state income tax expense on current year earnings and tax benefits for equity compensation, as well asand the domestic production activities deduction. The federal statutory rate was reduced from 35% in 2017 to 21% in 2018 due to the Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017.

We have not fully completed our accounting for thefavorable resolution of certain state income tax effects of the Tax Act. As discussed in the SEC Staff Accounting Bulletin No. 118, the accountingmatters. Our effective tax rate for the Tax Act should be completed within one year from the Tax Act enactment. During the three months ended March 31, 2018, we have made no adjustments2019 is lower than the prior year period primarily due to the provisional amounts recorded at December 31, 2017. Any adjustments to the provisional amounts recorded at December 31, 2017 will be reflected upon the completionfavorable resolution of our accounting for the Tax Act.certain state income tax matters.


At March 31, 20182019 and December 31, 2017,2018, we had deferred tax assets, net of deferred tax liabilities and valuation allowance, of $614.9$250.9 million and $645.3$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. At both March 31, 2018We had $22.4 million and December 31, 2017, we had $48.6$30.6 million of gross unrecognized tax benefits at March 31, 2019 and $5.1 million and $4.9 million, respectively, of relatedDecember 31, 2018, respectively. Additionally, we had accrued interest and penalties.penalties of $5.8 million at both March 31, 2019 and December 31, 2018. It is reasonably possible within the next twelve months that our gross unrecognized tax benefits may decrease by up to $39.9$8.4 million, excluding interest and penalties, primarily due to potential audit settlements.

PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



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
March 31,
2018
 December 31,
2017
       
Measured at fair value on a recurring basis:      
Residential mortgage loans available-for-sale Level 2 $385,453
 $570,600
Interest rate lock commitments Level 2 11,150
 5,583
Forward contracts Level 2 (917) (385)
Whole loan commitments Level 2 124
 (147)
       
Measured at fair value on a non-recurring basis:      
House and land inventory Level 3 $
 $11,045
Land held for sale Level 2 2,086
 8,600
       
Disclosed at fair value:      
Cash, cash equivalents, and restricted cash Level 1 $184,787
 $306,168
Financial Services debt Level 2 246,952
 437,804
Other notes payable Level 2 100,823
 20,024
Senior notes payable Level 2 2,975,317
 3,243,750


Financial Instrument Fair Value
Hierarchy
 Fair Value
March 31,
2019
 December 31,
2018
       
Measured at fair value on a recurring basis:      
Residential mortgage loans available-for-sale Level 2 $326,995
 $461,354
Interest rate lock commitments Level 2 11,332
 9,035
Forward contracts Level 2 (3,873) (6,914)
Whole loan commitments Level 2 (285) (718)
       
Measured at fair value on a non-recurring basis:      
House and land inventory Level 3 $
 $18,253
Land held for sale Level 2 1,330
 17,813
       
Disclosed at fair value:      
Cash, cash equivalents, and restricted cash Level 1 $1,080,953
 $1,133,700
Financial Services debt Level 2 222,139
 348,412
Other notes payable Level 2 37,708
 41,313
Senior notes payable Level 2 3,053,360
 2,857,830


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 $3.0 billion at both March 31, 20182019 and December 31, 2017.2018.

PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



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 District of New York, Lehman has initiated an adversary proceeding against CTX Mortgage seeking indemnity for loans sold to

PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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. Neither CTX Mortgage nor Pulte Mortgage is named as a defendant in these actions. We cannot yet quantify CTX Mortgage's or Pulte Mortgage's potential liability as a result of these indemnification obligations. 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 March 31, 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. Loan origination reserves totaled $34.6 million at both March 31, 2018 and December 31, 2017.


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 $226.3$232.9 million and $1.2$1.3 billion, respectively, at March 31, 20182019 and $235.5239.4 million and $1.21.3 billion, respectively, at December 31, 20172018. 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. We do not believe that a material amount, if any, of the letters of credit or surety bonds will be drawn. 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)

Allowance for warranties


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
 March 31,
 2019 2018
Warranty liabilities, beginning of period$79,154
 $72,709
Reserves provided12,262
 11,916
Payments(16,130) (14,282)
Other adjustments4,461
 643
Warranty liabilities, end of period$79,747
 $70,986

PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 Three Months Ended
 March 31,
 2018 2017
Warranty liabilities, beginning of period$72,709
 $66,134
Reserves provided11,916
 10,643
Payments(14,282) (12,099)
Other adjustments643
 3
Warranty liabilities, end of period$70,986
 $64,681


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 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 $771.1$729.2 million and $758.8$737.0 million at March 31, 20182019 and December 31, 2017,2018, 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 64%66% and 65% of the total general liability reserves at March 31, 20182019 and December 31, 2017,2018, 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 have beencan be volatile, across most of our markets over the past ten years, 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,

PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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.


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
 March 31,
 2019 2018
Balance, beginning of period$737,013
 $758,812
Reserves provided17,396
 19,660
Adjustments to previously recorded reserves(3,875) 2,461
Payments, net (a)
(21,364) (9,829)
Balance, end of period$729,170
 $771,104

 Three Months Ended
 March 31,
 2018 2017
Balance, beginning of period$758,812
 $831,058
Reserves provided, net19,660
 19,715
Adjustments to previously recorded reserves2,461
 (1,980)
Payments, net (a)
(9,829) (13,467)
Balance, end of period$771,104
 $835,326


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


In certain instances, we have the ability to recover a portion of our costs under various insurance policies or from subcontractors or other third parties. Estimates of such amounts are recorded when recovery is considered probable. Such receivables are recorded in other assets and totaled $217.1$128.0 million and $213.4$153.0 million at March 31, 20182019 and December 31, 2017,2018, respectively. The insurance 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 as described above, there generally exists a significant lag between our payment of claims and our reimbursements from applicable insurance carriers. In addition, disputes between homebuilders and carriers over coverage positions relating to construction defect claims are common. Resolution of claims with carriers involves the exchange of significant amounts of information and frequently involves legal action. During the three months ended March 31, 2017,2019, we wrote-off $15.0$11.6 million of insurance receivables in conjunctionconnection with settling insurance policiesthe settlement of an arbitration with multiple carriers covering multiple years.

Additionally, at March 31, 2018, we are the plaintiff in litigation with certain of our insurance carriers in regard to $70.1 million of recorded insurance receivables relating to the applicability of coverage to such costs under their policies. We believe collection of these insurance receivables, including those in litigation, is probable based on the legal merits of our positions after review by legal counsel, favorable legal rulings received to date, the high credit ratingsone of our carriers, pursuant to which we received the majority of the coverage under the policy.

Leases

We lease certain office space and equipment for use in our long historyoperations. 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 collecting significant amountsat least one year. Some leases include one or more options to renew. The exercise of insurance reimbursements under similar insurance policies relatedlease renewal options is generally at our discretion. The depreciable lives of ROU assets and leasehold improvements are limited to similar claims. While the outcomeexpected lease term. Certain of these matters cannot be predicted with certainty, weour 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 believe that the resolution of such matters will have acontain any residual value guarantees or material adverse impact on our results of operations, financial position, or cash flows.restrictive covenants.


PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



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 $73.3 million and $98.5 million at March 31, 2019, respectively. During the three months ended March 31, 2019, we obtained an additional $7.8 million of ROU assets under operating leases. Payments on lease liabilities during the three months ended March 31, 2019 totaled $5.8 million.

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 months ended March 31, 2019, our total lease expense was $8.8 million, which includes variable lease costs of $1.7 million. Short-term lease costs and external sublease income are de minimis.

The future minimum lease payments required under our leases as of March 31, 2019 are as follows ($000's omitted):

Years Ending December 31, 
2019 (a)
$17,903
202020,548
202118,262
202216,690
202315,085
Thereafter$30,381
Total lease payments (b)
118,869
Less: Interest (c)
20,407
Present value of lease liabilities (d)
$98,462

(a)Remaining payments are for the nine-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 March 31, 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 6.3 years and 5.8%, respectively, at March 31, 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.



CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2018
($000’s omitted)
 Unconsolidated Eliminating
Entries
 Consolidated
PulteGroup,
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 
ASSETS         
Cash and equivalents$

$103,470

$47,351

$

$150,821
Restricted cash

32,126

1,840



33,966
Total cash, cash equivalents, and
restricted cash


135,596

49,191



184,787
House and land inventory

7,365,173

99,855



7,465,028
Land held for sale

69,522





69,522
Residential mortgage loans available-
for-sale




385,453



385,453
Investments in unconsolidated entities

64,270

540



64,810
Other assets8,101

598,044

178,210



784,355
Intangible assets

137,542





137,542
Deferred tax assets, net622,328



(7,430)


614,898
Investments in subsidiaries and
intercompany accounts, net
6,815,152

243,456

7,645,565

(14,704,173)


$7,445,581

$8,613,603

$8,351,384

$(14,704,173)
$9,706,395
LIABILITIES AND SHAREHOLDERS' EQUITY         
Liabilities:         
Accounts payable, customer deposits,
accrued and other liabilities
$68,362

$1,648,861

$264,178

$

$1,981,401
Income tax liabilities115,667







115,667
Financial Services debt



246,952



246,952
Notes payable2,986,895

99,160

1,663



3,087,718
Total liabilities3,170,924

1,748,021

512,793



5,431,738
Total shareholders’ equity4,274,657

6,865,582

7,838,591

(14,704,173)
4,274,657

$7,445,581

$8,613,603

$8,351,384

$(14,704,173)
$9,706,395



PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBERMARCH 31, 20172019
($000’s omitted)


Unconsolidated Eliminating
Entries
 Consolidated
PulteGroup,
Inc.
Unconsolidated Eliminating
Entries
 Consolidated
PulteGroup,
Inc.
PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 
ASSETS                  
Cash and equivalents$

$125,462

$147,221

$

$272,683
$

$1,009,042

$46,415

$

$1,055,457
Restricted cash

32,339

1,146



33,485


24,117

1,379



25,496
Total cash, cash equivalents, and
restricted cash


157,801

148,367



306,168


1,033,159

47,794



1,080,953
House and land inventory

7,053,087

94,043



7,147,130


7,423,308

83,235



7,506,543
Land held for sale

68,384





68,384


38,525

906



39,431
Residential mortgage loans available-
for-sale




570,600



570,600




326,995



326,995
Investments in unconsolidated entities

62,415

542



62,957


55,509

216



55,725
Other assets9,417

592,045

143,661



745,123
15,985

642,824

164,257



823,066
Intangible assets

140,992





140,992


123,742





123,742
Deferred tax assets, net646,227



(932)


645,295
258,311



(7,430)


250,881
Investments in subsidiaries and
intercompany accounts, net
6,661,638

284,983

7,300,127

(14,246,748)

7,736,546

328,963

8,686,446

(16,751,955)


$7,317,282

$8,359,707

$8,256,408

$(14,246,748)
$9,686,649
$8,010,842

$9,646,030

$9,302,419

$(16,751,955)
$10,207,336
LIABILITIES AND SHAREHOLDERS' EQUITY                  
Liabilities:                  
Accounts payable, customer deposits,
accrued and other liabilities
$89,388

$1,636,913

$274,626

$

$2,000,927
$72,590

$1,688,847

$247,800

$

$2,009,237
Income tax liabilities86,925







86,925
18,108







18,108
Financial Services debt



437,804



437,804




222,139



222,139
Notes payable2,986,943

16,911

3,113



3,006,967
2,986,705

37,708





3,024,413
Total liabilities3,163,256

1,653,824

715,543



5,532,623
3,077,403

1,726,555

469,939



5,273,897
Total shareholders’ equity4,154,026

6,705,883

7,540,865

(14,246,748)
4,154,026
4,933,439

7,919,475

8,832,480

(16,751,955)
4,933,439

$7,317,282

$8,359,707

$8,256,408

$(14,246,748)
$9,686,649
$8,010,842

$9,646,030

$9,302,419

$(16,751,955)
$10,207,336




PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOMEBALANCE SHEET
For the three months ended MarchDECEMBER 31, 2018
($000’s omitted)

 Unconsolidated Eliminating
Entries
 Consolidated
PulteGroup,
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 
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 assets66,154

579,452

184,753



830,359
Intangible assets

127,192





127,192
Deferred tax assets, net282,874



(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 liabilities11,580







11,580
Financial Services debt



348,412



348,412
Notes payable2,986,753

40,776

537



3,028,066
Total liabilities3,088,491

1,639,041

627,662



5,355,194
Total shareholders’ equity4,817,782

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

 Unconsolidated   Consolidated
PulteGroup, 
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Revenues:         
Homebuilding         
Home sale revenues$
 $1,885,431
 $26,167
 $
 $1,911,598
Land sale and other revenues
 11,558
 999
 
 12,557
 
 1,896,989
 27,166
 
 1,924,155
Financial Services
 
 45,938
 
 45,938
 
 1,896,989
 73,104
 
 1,970,093
Homebuilding Cost of Revenues:         
Home sale cost of revenues
 (1,438,347) (21,593) 
 (1,459,940)
Land sale cost of revenues
 (10,830) (718) 
 (11,548)
 
 (1,449,177) (22,311) 
 (1,471,488)
Financial Services expenses
 (142) (32,071) 
 (32,213)
Selling, general, and administrative
expenses

 (231,418) (9,475) 
 (240,893)
Other expense, net(142) (7,601) 6,435
 
 (1,308)
Intercompany interest(1,468) 
 1,468
 
 
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
(1,610) 208,651
 17,150
 
 224,191
Income tax (expense) benefit387
 (49,531) (4,296) 
 (53,440)
Income (loss) before equity in income
(loss) of subsidiaries
(1,223) 159,120
 12,854
 
 170,751
Equity in income (loss) of subsidiaries171,974
 12,564
 110,671
 (295,209) 
Net income (loss)170,751
 171,684
 123,525
 (295,209) 170,751
Other comprehensive income21
 
 
 
 21
Comprehensive income (loss)$170,772
 $171,684
 $123,525
 $(295,209) $170,772




PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the three months ended March 31, 20172019
($000’s omitted)
Unconsolidated   Consolidated
PulteGroup, 
Inc.
Unconsolidated   Consolidated
PulteGroup, 
Inc.
PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Revenues:                  
Homebuilding                  
Home sale revenues$
 $1,576,645
 $8,776
 $
 $1,585,421
$
 $1,907,808
 $42,048
 $
 $1,949,856
Land sale and other revenues
 1,912
 778
 
 2,690

 2,325
 650
 
 2,975

 1,578,557
 9,554
 
 1,588,111

 1,910,133
 42,698
 
 1,952,831
Financial Services
 
 41,767
 
 41,767

 
 43,862
 
 43,862

 1,578,557
 51,321
 
 1,629,878

 1,910,133
 86,560
 
 1,996,693
Homebuilding Cost of Revenues:                  
Home sale cost of revenues
 (1,209,640) (8,038) 
 (1,217,678)
 (1,460,895) (31,896) 
 (1,492,791)
Land sale cost of revenues
 (2,595) (633) 
 (3,228)
 (944) (1,106) 
 (2,050)

 (1,212,235) (8,671) 
 (1,220,906)
 (1,461,839) (33,002) 
 (1,494,841)
Financial Services expenses
 (139) (28,228) 
 (28,367)
 (132) (31,317) 
 (31,449)
Selling, general, and administrative
expenses

 (217,975) (18,293) 
 (236,268)
 (234,118) (18,609) 
 (252,727)
Other expense, net(130) (12,888) 7,946
 
 (5,072)
Other income (expense), net(122) (4,986) 4,135
 
 (973)
Intercompany interest(335) 
 335
 
 
(1,996) 
 1,996
 
 
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
(465) 135,320
 4,410
 
 139,265
(2,118) 209,058
 9,763
 
 216,703
Income tax (expense) benefit177
 (45,925) (1,999) 
 (47,747)508
 (47,650) (2,804) 


 (49,946)
Income (loss) before equity in income
(loss) of subsidiaries
(288) 89,395
 2,411
 
 91,518
(1,610) 161,408
 6,959
 
 166,757
Equity in income (loss) of subsidiaries91,806
 7,253
 37,309
 (136,368) 
168,367
 18,304
 113,696
 (300,367) 
Net income (loss)91,518
 96,648
 39,720
 (136,368) 91,518
166,757
 179,712
 120,655
 (300,367) 166,757
Other comprehensive income21
 
 
 
 21
25
 
 
 
 25
Comprehensive income (loss)$91,539
 $96,648
 $39,720
 $(136,368) $91,539
$166,782
 $179,712
 $120,655
 $(300,367) $166,782


















PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the three months ended March 31, 2018
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, 
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Revenues:         
Homebuilding         
Home sale revenues$
 $1,885,431
 $26,167
 $
 $1,911,598
Land sale and other revenues
 11,558
 999
 
 12,557
 
 1,896,989
 27,166
 
 1,924,155
Financial Services
 
 45,938
 
 45,938
 
 1,896,989
 73,104
 
 1,970,093
Homebuilding Cost of Revenues:         
Home sale cost of revenues
 (1,438,347) (21,593) 
 (1,459,940)
Land sale cost of revenues
 (10,830) (718) 
 (11,548)
 
 (1,449,177) (22,311) 
 (1,471,488)
Financial Services expenses
 (142) (32,071) 
 (32,213)
Selling, general, and administrative
expenses

 (231,418) (9,475) 
 (240,893)
Other income (expense), net(142) (7,601) 6,435
 
 (1,308)
Intercompany interest(1,468) 
 1,468
 
 
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
(1,610) 208,651
 17,150
 
 224,191
Income tax (expense) benefit387
 (49,531) (4,296) 
 (53,440)
Income before equity in income
of subsidiaries
(1,223) 159,120
 12,854
 
 170,751
Equity in income (loss) of subsidiaries171,974
 12,564
 110,671
 (295,209) 
Net income (loss)170,751
 171,684
 123,525
 (295,209) 170,751
Other comprehensive income21
 
 
 
 21
Comprehensive income (loss)$170,772
 $171,684
 $123,525
 $(295,209) $170,772

 Unconsolidated   Consolidated
PulteGroup, Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Net cash provided by (used in)
operating activities
$310,937
 $(340,357) $198,433
 $
 $169,013
Cash flows from investing activities:         
Capital expenditures
 (13,537) (1,891) 
 (15,428)
Investments in unconsolidated entities
 (1,000) 
 
 (1,000)
Other investing activities, net
 
 452
 
 452
Net cash provided by (used in)
investing activities

 (14,537) (1,439) 
 (15,976)
Cash flows from financing activities:         
Financial Services borrowings (repayments)
 
 (190,852) 
 (190,852)
Repayments of debt
 
 (451) 
 (451)
Borrowings under revolving credit facility768,000
 
 
 
 768,000
Repayments under revolving credit facility(768,000) 
 
 
 (768,000)
Stock option exercises2,723
 
 
 
 2,723
Share repurchases(59,491) 
 
 
 (59,491)
Dividends paid(26,347) 
 
 
 (26,347)
Intercompany activities, net(227,822) 332,689
 (104,867) 
 
Net cash provided by (used in)
financing activities
(310,937) 332,689
 (296,170) 
 (274,418)
Net increase (decrease)
 (22,205) (99,176) 
 (121,381)
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
$
 $135,596
 $49,191
 $
 $184,787



















PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months endedMarch 31, 20172019
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Net cash provided by (used in)
operating activities
$27,743
 $(14,838) $146,004
 $
 $158,909
Cash flows from investing activities:         
Capital expenditures
 (13,216) (2,854) 
 (16,070)
Investments in unconsolidated entities
 (1,183) (106) 
 (1,289)
Other investing activities, net
 190
 101
 
 291
Net cash provided by (used in)
investing activities

 (14,209) (2,859) 
 (17,068)
Cash flows from financing activities:         
Financial Services borrowing (repayments), net
 
 (126,273) 
 (126,273)
Repayments of debt
 (3,068) (537) 
 (3,605)
Borrowings under revolving credit facility
 
 
 
 
Repayments under revolving credit facility
 
 
 
 
Debt issuance costs

 

 

 

 
Stock option exercises1,445
 
 
 
 1,445
Share repurchases(35,353) 
 
 


 (35,353)
Dividends paid(30,802) 
 
 
 (30,802)
Intercompany activities, net36,967
 135,907
 (172,874) 


 
Net cash provided by (used in)
financing activities
(27,743) 132,839
 (299,684) 
 (194,588)
Net increase (decrease) in cash, cash equivalents, and restricted cash
 103,792
 (156,539) 
 (52,747)
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
$
 $1,033,159
 $47,794
 $
 $1,080,953



PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Unconsolidated   Consolidated
PulteGroup, Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Net cash provided by (used in)
operating activities
$(141,566) $(8,041) $189,410
 $
 $39,803
Cash flows from investing activities:         
Capital expenditures
 (8,442) (1,554) 
 (9,996)
Investments in unconsolidated entities
 (14,802) 
 
 (14,802)
Other investing activities, net
 2
 1,421
 
 1,423
Net cash provided by (used in)
investing activities

 (23,242) (133) 
 (23,375)
Cash flows from financing activities:         
Financial Services borrowings (repayments)
 
 (191,240) 
 (191,240)
Repayments of debt
 (741) (326) 
 (1,067)
Stock option exercises11,118
 
 
 
 11,118
Share repurchases(105,522) 
 
 
 (105,522)
Dividends paid(29,102) 
 
 
 (29,102)
Intercompany activities, net265,072
 (227,059) (38,013) 
 
Net cash provided by (used in)
financing activities
141,566
 (227,800) (229,579) 
 (315,813)
Net increase (decrease)
 (259,083) (40,302) 
 (299,385)
Cash, cash equivalents, and restricted cash
at beginning of year

 611,185
 112,063
 
 723,248
Cash, cash equivalents, and restricted cash
at end of year
$
 $352,102
 $71,761
 $
 $423,863


CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months endedMarch 31, 2018
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Net cash provided by (used in)
operating activities
$310,937
 $(340,357) $198,433
 $
 $169,013
Cash flows from investing activities:         
Capital expenditures
 (13,537) (1,891) 
 (15,428)
Investments in unconsolidated entities
 (1,000) 
 
 (1,000)
Other investing activities, net
 
 452
 
 452
Net cash provided by (used in)
investing activities

 (14,537) (1,439) 
 (15,976)
Cash flows from financing activities:         
Financial Services borrowings (repayments), net
 
 (190,852) 
 (190,852)
Repayments of debt
 
 (451) 
 (451)
Borrowings under revolving credit facility768,000
 
 
 
 768,000
Repayments under revolving credit facility(768,000) 
 
 
 (768,000)
Stock option exercises2,723
 
 
 
 2,723
Share repurchases(59,491) 
 
 
 (59,491)
Dividends paid(26,347) 
 
 
 (26,347)
Intercompany activities, net(227,822) 332,689
 (104,867) 
 
Net cash provided by (used in)
financing activities
(310,937) 332,689
 (296,170) 
 (274,418)
Net increase (decrease) in cash, cash equivalents, and restricted cash
 (22,205) (99,176) 
 (121,381)
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
$
 $135,596
 $49,191
 $
 $184,787




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


Demand conditions continuedbecame more challenging across the U.S. new home industry beginning in mid-2018 as affordability concerns, driven in part by the combination of increased home prices and higher mortgage rates, caused homebuyers to improve in the overall U.S. homebuilding market in the first quarter of 2018. Consistent with trendsbecome more cautious. However, we have seenexperienced increased traffic to our communities relative to the same period in recent quarters, buyer2018 as mortgage rates have declined slightly. We continue to see U.S. housing demand continues to benefit from the strengthbeing supported by a number of the underlyingpositive market dynamics, including an expanding economy, a very goodongoing growth in jobs market withand wages, low unemployment, sustainedand high consumer confidence, and supportive demographics. These factors have offset the effects of increases in residential mortgage interest rates in recent months, and, combined withconfidence. In addition, there is generally limited supply of new homes across the markets we serve as land and existing homeslabor resources remain constrained. Accordingly, we continue to maintain a positive view on the overall housing cycle and our competitive position in many U.S.the markets have contributedin which we operate. Within this environment, we will remain disciplined in our business practices while looking to capitalize on market opportunities that can help deliver long-term growth and improvement in many of ourstrong financial and operating metrics.performance.


Our investments have put is in a position to open new communities, which are allowing us to grow the business, as evidenced by net new order dollars increasing 18%, as compared to the prior year, and our backlog increasing by 30% to $5.0 billion as of March 31, 2018. Consistent with our efforts to drive enhanced operational performance, we also realized improved gross margins and overhead leverage as compared to the prior year.

These favorable conditions give us confidence that we have the business well-positioned to deliver strong performance throughout 2018, continue to use our capital to support future growth, and consistently return funds to shareholders through dividends and share repurchases. The following is a summary of our operating results by line of business ($000's omitted, except per share data):
Three Months EndedThree Months Ended
March 31,March 31,
2018 20172019 2018
Income before income taxes:      
Homebuilding$210,358
 $125,762
$204,294
 $210,358
Financial Services13,833
 13,503
12,409
 13,833
Income before income taxes224,191
 139,265
216,703
 224,191
Income tax expense(53,440) (47,747)(49,946) (53,440)
Net income$170,751
 $91,518
$166,757
 $170,751
Per share data - assuming dilution:      
Net income$0.59
 $0.28
$0.59
 $0.59
Homebuilding income before income taxes for the three months ended March 31, 2018 increased 67% compared with the prior year period, primarily as the result of higher revenues and improved gross margins and overhead leverage. Additionally, the prior year period included $15.0 million of expense associated with the resolution of certain insurance matters (see Note 8).
Financial Services income before income taxes remained flat for the three months ended March 31, 2019 decreased 3% compared to the three months ended March 31, 2018 primarily due to: lower gross margin; higher selling, general, and administrative expenses; partially offset by slightly higher revenues.
Financial Services income before income taxes decreased 10% for the three months ended March 31, 2019 compared with the three months ended March 31, 2017,2018 primarily as higher origination volumes werethe result of the competitive pricing environment within the mortgage industry, partially offset by a more competitive pricing environment.slightly higher production volumes.
Our effective tax rate for the three months ended March 31, 20182019 was 23.8%23.0% compared to 34.3%23.8% for the same period in 2017. The lower2018. Our effective tax rate in 2018 resultedfor the three months ended March 31, 2019 was lower than the prior year period primarily from a reduction in the federal statutory rate from 35% in 2017 to 21% in 2018 due to the Tax Act.favorable resolution of certain state income tax matters.





Homebuilding Operations


The following presents selected financial information for our Homebuilding operations ($000’s omitted):
 Three Months EndedThree Months Ended
 March 31,March 31,
 2018 2018 vs. 2017 20172019 2019 vs. 2018 2018
Home sale revenues $1,911,598
 21 % $1,585,421
$1,949,856
 2 % $1,911,598
Land sale and other revenues 12,557
 367 % 2,690
2,975
 (76)% 12,557
Total Homebuilding revenues 1,924,155
 21 % 1,588,111
1,952,831
 1 % 1,924,155
Home sale cost of revenues (a)
 (1,459,940) 20 % (1,217,678)(1,492,791) 2 % (1,459,940)
Land sale cost of revenues (11,548) 258 % (3,228)(2,050) (82)% (11,548)
Selling, general, and administrative
expenses ("SG&A")
(b)
 (240,893) 2 % (236,268)(252,727) 5 % (240,893)
Other expense, net (1,416) (73)% (5,175)(969) (32)% (1,416)
Income before income taxes $210,358
 67 % $125,762
$204,294
 (3)% $210,358
           
Supplemental data:           
Gross margin from home sales 23.6% 40 bps
 23.2%23.4% (20) bps
 23.6%
SG&A as a percentage of home
sale revenues
 12.6% (230) bps
 14.9%13.0% 40 bps
 12.6%
Closings (units) 4,626
 9 % 4,225
4,635
  % 4,626
Average selling price $413
 10 % $375
$421
 2 % $413
Net new orders (c):
      
Net new orders (b):
     
Units 6,875
 12 % 6,126
6,463
 (6)% 6,875
Dollars $2,893,552
 18 % $2,446,141
$2,735,852
 (5)% $2,893,552
Cancellation rate 12%   12%12%   12%
Active communities at March 31 844
 8 % 780
858
 2 % 844
Backlog at March 31:           
Units 11,245
 21 % 9,323
10,550
 (6)% 11,245
Dollars $4,961,018
 30 % $3,802,231
$4,622,145
 (7)% $4,961,018


(a)Includes the amortization of capitalized interest.
(b)
Includes write-offs of $15.0 million of insurance receivables associated with the resolution of certain insurance matters in the three months ended March 31, 2017 (see Note 8).
(c)NewNet 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 months ended March 31, 20182019 were higher than the prior year by $326.2$38.3 million. For the three months ended March 31, 2018,2019, the 21%2% increase was attributable to a 10%slight increase in closings and a 2% increase in average selling price andprice. The increased closings occurred primarily as the result of a 9% increase in closings. The increase in closings reflects the significant investments we have made and the resulting increase in ourhigher number of active communities, combined with ongoing increases in the overall demand for new homes.communities. The higher average selling price occurred across the majority of markets andprimarily reflects shifts in product mix including a small shift toward move-up buyers as well as a small increase inthroughout the mix of closings in Northern California, where our average selling prices are significantly higher than the Company average.country.
    
Home sale gross margins


Home sale gross margins were 23.6%23.4% for the three months ended March 31, 2018,2019, respectively, compared to 23.2% for the23.6% three months ended March 31, 2017.2018, respectively. Gross margins for the three months ended March 31, 20182019 remain strong relative to historical levels and reflect a combination of factors, including shifts in community mix, including a small increase in the mix of closings in Northern California, favorable pricing conditions in the majority of our markets, and slightly lower amortized interest costs (1.6% for the three months ended March 31, 2018 compared to 1.7% for the same period in 2017).mix. The supportive pricing environment that exists in many of our markets is allowing us to effectively manage ongoing pressure in house and land costs particularly as it relatesand slightly higher amortized interest costs (1.8% for the three months ended March 31, 2019 compared to 1.6% for the same period in 2018), though sales discounts have increased moderately in response to the sustained high level of lumber pricing.softening in demand.



Land salessale 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 gainsincome of $0.9 million for the three months ended March 31, 2019 compared to $1.0 million for the three months ended March 31, 2018, compared to losses of $0.5 million for the three months ended March 31, 2017.2018.


SG&A


SG&A as a percentage of home sale revenues was 13.0% for the three months ended March 31, 2019, compared with 12.6% for the three months ended March 31, 2018, compared with 14.9% for the three months ended March 31, 2017.2018. The gross dollar amount of our SG&A increased $4.6$11.8 million, or 2%5%, for the three months ended March 31, 20182019 compared to March 31, 2017.2018. The improved overhead leverage resulted from volume efficiencies, realized cost efficiencies,increase is primarily attributable to higher variable operating costs, including insurance, compensation, and the $15.0 million of expense incurred in the three months ended March 31, 2017 associated with the resolution of certain insurance matters (see Note 8), which increased SG&A as a percentage of home sale revenues by 90 bps.sales commissions.


Other expense, net


Other expense, net includes the following ($000’s omitted):
 Three Months EndedThree Months Ended
March 31,March 31,
2018 20172019 2018
Write-offs of deposits and pre-acquisition costs $(2,609) $(1,655)$(2,917) $(2,609)
Amortization of intangible assets (3,450) (3,450)(3,450) (3,450)
Interest income 564
 833
4,949
 564
Interest expense (143) (137)(144) (143)
Equity in earnings (losses) of unconsolidated entities 961
 1,193
37
 961
Miscellaneous, net 3,261
 (1,959)556
 3,261
Total other expense, net $(1,416) $(5,175)$(969) $(1,416)




Net new orders


Net new orderorders in units increased 12%decreased 6% while net new orders in dollars decreased 5% for the three months ended March 31, 2018,2019, as compared with the same periodprior year period. The lower order volume in 2017. These increases in net new orders2019 resulted primarily from a higher number of active communities combined with ongoing increasesthe industry-wide softening that began in the overall demand for new homes. Net new orders in dollars increased by 18% for the three months ended March 31, 2018, compared to the same period in 2017 due to the growth in units combined with a higher average selling price.second quarter of 2018. The cancellation rate (canceled orders for the period divided by gross new orders for the period) remained flat atwas 12% for both the three months ended March 31, 2018, compared to the same period in 2017.2019 and 2018. Ending backlog, which represents orders for homes that have not yet closed, increased 21%decreased 6% in units at March 31, 20182019 compared with March 31, 2017,2018, primarily as a result of the higherdecreased net new order volume, and 30% in dollars due to the unit increase and a higher average selling price.volume.



Homes in production


The following is a summary of our homes in production at March 31, 2018 and March 31, 2017:production:
March 31,
2018
 March 31,
2017
March 31,
2019
 March 31,
2018
Sold7,473
 6,188
7,152
 7,473
Unsold      
Under construction1,871
 1,407
2,513
 1,871
Completed610
 605
662
 610
2,481
 2,012
3,175
 2,481
Models1,189
 1,118
1,222
 1,189
Total11,143
 9,318
11,549
 11,143


The number of homes in production at March 31, 20182019 was 20%4% higher than at March 31, 2017, due primarily2018, 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 than in the higher net new order volumeprior year period to ensure access to construction suppliers and backlog. As partto position communities ahead of our inventory management strategies, we expect to maintain reasonable inventory levels relative to demand in each of our markets.the spring selling season.


Controlled lots


The following is a summary of our lots under control at March 31, 20182019 and December 31, 2017:2018:
March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
Owned Optioned Controlled Owned Optioned ControlledOwned Optioned Controlled Owned Optioned Controlled
Northeast5,151
 5,079
 10,230
 5,194
 5,569
 10,763
5,726
 4,223
 9,949
 5,813
 3,694
 9,507
Southeast15,617
 12,106
 27,723
 15,404
 11,085
 26,489
16,309
 9,646
 25,955
 15,800
 11,806
 27,606
Florida18,762
 11,307
 30,069
 18,458
 11,887
 30,345
18,611
 14,687
 33,298
 18,652
 15,855
 34,507
Midwest10,376
 12,151
 22,527
 10,612
 9,196
 19,808
10,091
 10,687
 20,778
 10,097
 11,883
 21,980
Texas14,135
 8,825
 22,960
 13,923
 8,320
 22,243
15,159
 12,543
 27,702
 14,380
 11,035
 25,415
West26,023
 4,904
 30,927
 25,662
 6,099
 31,761
24,679
 6,337
 31,016
 24,788
 5,774
 30,562
Total90,064
 54,372
 144,436
 89,253
 52,156
 141,409
90,575
 58,123
 148,698
 89,530
 60,047
 149,577
                      
Developed (%)38% 20% 31% 37% 20% 31%39% 19% 31% 39% 21% 32%


Of our controlled lots, 90,06490,575 and 89,25389,530 were owned and 54,37258,123 and 52,15660,047 were controlled under land option agreements at March 31, 20182019 and December 31, 2017,2018, 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 $2.3$2.6 billion at March 31, 2018.2019. 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 $210.9$238.3 million, of which $11.0$14.6 million is refundable, at March 31, 2018.2019.





Homebuilding Segment Operations


As of March 31, 2018,2019, we conducted our operations in 4542 markets located throughout 2523 states. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:
Northeast: Connecticut, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, Virginia
Southeast: Georgia, North Carolina, South Carolina, Tennessee
Florida: Florida
Midwest: Illinois, Indiana, Kentucky, Michigan, Minnesota, Missouri, Ohio
Texas: Texas
West: Arizona, California, Nevada, New Mexico, Washington


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


Operating Data by Segment ($000's omitted)Operating Data by Segment ($000's omitted)
Three Months EndedThree Months Ended
March 31,March 31,
2018 2018 vs. 2017 20172019 2019 vs. 2018 2018
Home sale revenues:          
Northeast$132,339
 22 % $108,532
$110,263
 (17)% $132,339
Southeast373,443
 14 % 327,586
374,455
  % 373,443
Florida341,071
 9 % 314,082
396,131
 16 % 341,071
Midwest296,895
 21 % 244,412
292,852
 (1)% 296,895
Texas245,110
 5 % 234,266
268,741
 10 % 245,110
West522,740
 47 % 356,543
507,414
 (3)% 522,740
$1,911,598
 21 % $1,585,421
$1,949,856
 2 % $1,911,598
Income (loss) before income taxes:     
Income (loss) before income taxes (a):
     
Northeast$9,312
 112 % $4,400
$7,928
 (15)% $9,312
Southeast40,457
 25 % 32,366
37,856
 (6)% 40,457
Florida44,945
 1 % 44,523
49,596
 10 % 44,945
Midwest28,401
 56 % 18,254
26,158
 (8)% 28,401
Texas30,536
 (7)% 32,796
30,971
 1 % 30,536
West89,205
 162 % 34,084
90,182
 1 % 89,205
Other homebuilding (a)
(32,498) 20 % (40,661)(38,397) (18)% (32,498)
$210,358
 67 % $125,762
$204,294
 (3)% $210,358
          
(a)
Other homebuilding includes amortization of intangible assets and capitalized interest and other items not allocated to the operating segments, including write-offs of $15.0 million of insurance receivables associated with the resolution of certain insurance mattersIncludes land-related charges as summarized in the three months ended March 31, 2017 (see Note 8).
table below.






 Operating Data by Segment ($000's omitted)
 Three Months Ended
 March 31,
 2018 2018 vs. 2017 2017
Closings (units):     
Northeast251
 8 % 232
Southeast924
 11 % 836
Florida887
 7 % 832
Midwest767
 15 % 668
Texas809
 (4)% 840
West988
 21 % 817
 4,626
 9 % 4,225
      
Average selling price:     
Northeast$527
 13 % $468
Southeast404
 3 % 392
Florida385
 2 % 378
Midwest387
 6 % 366
Texas303
 9 % 279
West529
 21 % 436
 $413
 10 % $375
      
Net new orders - units:     
Northeast448
 9 % 411
Southeast1,259
 17 % 1,077
Florida1,444
 39 % 1,040
Midwest1,102
 (5)% 1,162
Texas1,323
 9 % 1,211
West1,299
 6 % 1,225
 6,875
 12 % 6,126
      
Net new orders - dollars:     
Northeast$234,650
 12 % $209,136
Southeast523,909
 23 % 424,902
Florida572,775
 46 % 393,213
Midwest450,526
 (3)% 463,325
Texas404,854
 17 % 345,503
West706,838
 16 % 610,062
 $2,893,552
 18 % $2,446,141
      



Operating Data by Segment ($000's omitted)Operating Data by Segment ($000's omitted)
Three Months EndedThree Months Ended
March 31,March 31,
2018 2018 vs. 2017 20172019 2019 vs. 2018 2018
Cancellation rates:     
Closings (units):     
Northeast6%   9%219
 (13)% 251
Southeast10%   12%897
 (3)% 924
Florida12%   11%1,008
 14 % 887
Midwest10%   9%726
 (5)% 767
Texas16%   15%849
 5 % 809
West13%   14%936
 (5)% 988
12%   12%4,635
  % 4,626
          
Unit backlog:     
Average selling price:     
Northeast709
 25 % 566
$503
 (5)% $527
Southeast2,051
 27 % 1,612
417
 3 % 404
Florida2,235
 37 % 1,626
393
 2 % 385
Midwest1,822
 1 % 1,801
403
 4 % 387
Texas1,940
 9 % 1,783
317
 5 % 303
West2,488
 29 % 1,935
542
 2 % 529
11,245
 21 % 9,323
$421
 2 % $413
          
Backlog dollars:     
Net new orders - units:     
Northeast$355,961
 23 % $290,199
361
 (19)% 448
Southeast868,632
 28 % 681,076
1,073
 (15)% 1,259
Florida913,293
 44 % 635,357
1,346
 (7)% 1,444
Midwest742,170
 3 % 719,991
1,024
 (7)% 1,102
Texas609,542
 19 % 513,728
1,366
 3 % 1,323
West1,471,420
 53 % 961,880
1,293
  % 1,299
$4,961,018
 30 % $3,802,231
6,463
 (6)% 6,875
     
Net new orders - dollars:     
Northeast$196,298
 (16)% $234,650
Southeast454,388
 (13)% 523,909
Florida550,305
 (4)% 572,775
Midwest425,642
 (6)% 450,526
Texas412,043
 2 % 404,854
West697,176
 (1)% 706,838
$2,735,852
 (5)% $2,893,552
     

Northeast
 Operating Data by Segment ($000's omitted)
 Three Months Ended
 March 31,
 2019 2019 vs. 2018 2018
Cancellation rates:     
Northeast10%   6%
Southeast11%   10%
Florida11%   12%
Midwest11%   10%
Texas13%   16%
West14%   13%
 12%   12%
      
Unit backlog:     
Northeast612
 (14)% 709
Southeast1,786
 (13)% 2,051
Florida2,227
  % 2,235
Midwest1,700
 (7)% 1,822
Texas2,009
 4 % 1,940
West2,216
 (11)% 2,488
 10,550
 (6)% 11,245
      
Backlog dollars:     
Northeast$343,847
 (3)% $355,961
Southeast778,963
 (10)% 868,632
Florida954,226
 4 % 913,293
Midwest721,210
 (3)% 742,170
Texas629,514
 3 % 609,542
West1,194,385
 (19)% 1,471,420
 $4,622,145
 (7)% $4,961,018



 Operating Data by Segment
($000’s omitted)
 Three Months Ended
 March 31,
 2019 2018
Land-related charges*:   
Northeast$324
 $1,185
Southeast572
 1,042
Florida481
 183
Midwest1,103
 746
Texas68
 50
West431
 213
Other homebuilding
 
 $2,979
 $3,419
*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 first quarter of 2018,three months ended March 31, 2019, Northeast home sale revenues increased 22%decreased by 17% when compared with the prior year period due to a 13% increase in the average selling price combined with an 8% increasedecrease in closings. The higher revenuesdecrease in closings occurred primarilyacross substantially all markets due to the softening in the Mid-Atlantic and New England.demand that began in mid-2018. Income before income taxes increaseddecreased 15% primarily due to the increased revenues when compared with the prior year.aforementioned decrease in closings. Net new orders increaseddecreased across all markets.markets except New England, which saw a slight increase.    


Southeast


For the first quarter of 2018,three months ended March 31, 2019, Southeast home sale revenues increased 14%slightly compared with the prior year period due to an 11% increase in closings combined withas the result of a 3% increase in the average selling price.price partially offset by a 3% decrease in closings. The increase in average selling price and decrease in closings occurred across the majority of markets. Income before income taxes increaseddecreased 6% primarily as thea result of the higher revenues.lower gross margin. Net new orders increased 17%, primarily in Raleigh and Coastal Carolina, partially offset by a slight decrease in Tennessee, which had opened a large community during the same period in 2017.decreased across all markets.




Florida


For the first quarter of 2018,three months ended March 31, 2019, Florida home sale revenues increased 9%16% compared with the prior year period due to a 7%14% increase in closings combined with a 2% increase in the average selling price. The increase in closings and average selling price occurred across all markets except for Southwest Florida. Income before income taxes remained flat compared to the prior year periodincreased 10% due to the higher revenues, partially offset by lower gross margins and increased overhead costs.margin. Net new orders increased 39%, reflecting improved order levels overdecreased across the prior period, combined with the openingmajority of new communities driven primarily by North Florida and Southwest Florida.markets.


Midwest


For the first quarter of 2018,three months ended March 31, 2019, Midwest home sale revenues increased 21%decreased 1% compared with the prior year period due to a 6%5% decrease in closings, partially offset by a 4% increase in average selling price combined with a 15% increaseprice. The lower revenues were primarily the result of the wind down of our St. Louis operations in closings. The higher revenues occurred2018. Results were mixed across all markets with the exception of Illinois. The increased revenues and improved margins led to an increase in incomeother local markets. Income before income taxes.taxes decreased primarily due to the decreased revenues. Net new orders decreased primarily driven by our decision to exitacross the St. Louis market in 2017.majority of markets.


Texas


For the first quarter of 2018,three months ended March 31, 2019, Texas home sale revenues increased 5%10% compared with the prior year period due to a 9%5% increase in closings combined with a 5% increase in the average selling price, partially offsetprice. The higher revenues were driven by a 4% decreaseincreases in closings. The increased average selling price occurred across all markets while the decrease in closings occurred primarily in Dallas and San Antonio due to timing differences between when older communities are closed out and newer communities become active. The increased revenues were offset by higher overhead costsexcept Houston, which led to a decrease in income before income taxes.was flat. Net new orders increased across all markets with the exception of San Antonio.primarily in Central Texas.


West


For the first quarter of 2018,three months ended March 31, 2019, West home sale revenues increased 47%decreased 3% compared with the prior year period resulting fromdue to a 21%5% decrease in closings, partially offset by a 2% increase in average selling price,price. Revenues were higher in each market except for Northern California. The decline in Northern California reflects the completion, or near completion, of several high performing communities in Northern California that have been or will be replaced with smaller communities combined with a 21% increasesoftening in closings. The increased average selling price occurred across all markets. The increased revenues led to increased income before income taxes in substantially all markets. A large portion of the increases in revenues, average selling price, and income before income taxes resulted from one multifamily project in Northern California, which had exceptionally high selling prices and gross margins and experienced delays in late 2017 that resulted in a higher than expected number of closings in early 2018.demand. Net new orders showed a 6% overall increase, duewere essentially flat across the West as we continue to a higher number of active communities, primarilysee variation in Las Vegas andresults, with ongoing strength in Arizona partially offset by the closeout of communitiesoffsetting slower demand in Northern California.


Financial Services Operations


We conduct our Financial Services operations, which include mortgage operations,banking, title, services, 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. Our 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 from our Homebuilding operations, excluding cash closings, 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
 March 31,
 2019 2019 vs. 2018 2018
Mortgage revenues$31,873
 (9)% $35,027
Title services revenues9,842
 10 % 8,937
Insurance brokerage commissions2,147
 9 % 1,974
Total Financial Services revenues43,862
 (5)% 45,938
Expenses(31,449) (2)% (32,213)
Other income (expense), net(4) (104)% 108
Income before income taxes$12,409
 (10)% $13,833
Total originations:     
Loans2,998
  % 2,992
Principal$914,711
 1 % $909,800

 Three Months Ended
 March 31,
 2018 2018 vs. 2017 2017
Mortgage revenues$35,027
 7% $32,701
Title services revenues8,937
 11% 8,035
Insurance brokerage commissions1,974
 91% 1,031
Total Financial Services revenues45,938
 10% 41,767
Expenses(32,213) 14% (28,367)
Other income, net108
 5% 103
Income before income taxes$13,833
 2% $13,503
Total originations:     
Loans2,992
 4% 2,873
Principal$909,800
 13% $806,352
 Three Months Ended
 March 31,
 2019 2018
Supplemental data:   
Capture rate79.7% 77.7%
Average FICO score752
 750
Loan application backlog$2,508,561
 $2,765,386
Funded origination breakdown:   
Government (FHA, VA, USDA)18% 21%
Other agency71% 67%
Total agency89% 88%
Non-agency11% 12%
Total funded originations100% 100%


 Three Months Ended
 March 31,
 2018 2017
Supplemental data:   
Capture rate77.7% 80.3%
Average FICO score750
 750
Loan application backlog$2,765,386
 $2,123,630
Funded origination breakdown:   
Government (FHA, VA, USDA)21% 23%
Other agency67% 72%
Total agency88% 95%
Non-agency12% 5%
Total funded originations100% 100%



Revenues


Total Financial Services revenues for the three months ended March 31, 2018 increased 10%2019 decreased 5%, compared towith the same period in 2017,2018. This decrease occurred primarily due to higher loan origination volume resulting from higher volumes inas the Homebuilding segment. We also experienced higher revenues per loan, which resulted from a higher average loan size due primarily toresult of the Homebuilding segment's higher average selling price. These factors werecompetitive pricing environment within the mortgage industry, partially offset by the slowdown in refinance activity in the mortgage industry, which has increased competition and pressured loan pricing.slightly higher production volume.



Income before income taxes


Income before income taxes for the three months ended March 31, 2018 increased 2%2019 decreased 10% compared towith the prior year period. The increase overdecrease versus the three months ended March 31, 2017prior year was due primarily to higher loan origination volumes that were largely offset by higher expenses.the aforementioned decrease in revenues.


Income Taxes


Our effective tax rate for the three months ended March 31, 20182019 was 23.8%23.0%, compared to 34.3%with 23.8% for the same period in 2017. The lower2018. Our effective tax rate in 2018 resultedfor the three months ended March 31, 2019 is lower than the prior year period primarily from a reduction in the federal statutory rate from 35% in 2017 to 21% in 2018 due to the Tax Act.favorable resolution of certain state income tax matters.



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 March 31, 2018,2019, we had unrestricted cash and equivalents of $150.8 million,$1.1 billion, restricted cash balances of $34.0$25.5 million, and $773.7$767.1 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 41.9%38.0% at March 31, 2018.2019.


Unsecured senior notes


We had $3.0 billion of unsecured senior notes outstanding at both March 31, 20182019 and December 31, 2017, respectively,2018 with no repayments due until 2021, when $700.0 million of unsecured senior notes are scheduled to mature.


Other notes payable


Other notes payable include non-recourse and limited recourse collateralized notes with third parties that totaled $100.8$37.7 million and $20.0$41.3 million at March 31, 20182019 and December 31, 2017,2018, 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 7.53%5.17%. In April 2018, we fully repaid one note totaling $81.2 million.


Revolving credit facility


OurIn 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 matures in June 2019. The Revolving Credit Facility contains an uncommitted accordion feature that could increase the capacity to $1.25$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 $375.0$500.0 million at March 31, 2018.2019. The interest rate on borrowings under the Revolving Credit Facility may be based on either LIBORthe London Interbank Offered Rate ("LIBOR") or a base rate plus an applicable margin, as defined therein. At March 31, 2018, weWe had no borrowings outstanding at March 31, 2019 and $226.3December 31, 2018, and $232.9 million and $239.4 million of letters of credit issued under the Revolving Credit Facility. AtFacility at March 31, 2019 and December 31, 2017, we had no borrowings outstanding and $235.5 million of letters of credit issued under the Revolving Credit Facility.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 March 31, 2018,2019, 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 (the “Repurchase Agreement”) that matures in August 2018.2019. The maximum aggregate commitment was $250.0$350.0 million at March 31, 2018,2019 and increased to $350.0 million from April 18, 2018continues through June 25, 2018, after which it increases to $400.0 million through maturity. The purpose of changes in capacity during the term of the agreement is to lower associated fees during seasonally lower volume periods of mortgage origination activity. 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 $247.0$222.1 million and $437.8$348.4 million outstanding under the Repurchase Agreement at March 31, 20182019 and December 31, 2017,2018, respectively, and was in compliance with all of its covenants and requirements as of such dates.



Dividends and share repurchase program


During the three months ended March 31, 2018,2019, we declared cash dividends totaling $26.1$30.8 million and repurchased 1.70.9 million shares under our repurchase authorization totaling $52.5$25.0 million. At March 31, 2018,2019, we had remaining authorization to repurchase $542.0$274.9 million of common shares.


Cash flows


Operating activities


Our net cash provided by operating activities for the three months ended March 31, 20182019 was $169.0$158.9 million, compared with net cash provided by operating activities of $39.8$169.0 million for the three months ended March 31, 2017.2018. 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 three months ended March 31, 20182019 was primarily due to our pretaxnet income of $224.2$166.8 million, supplemented by $24.7 million of deferred income taxes and a seasonal reduction of $185.1$134.2 million decrease in residential mortgage loans available-for-sale. These sources of cash were partially offset by a net increase in inventories of $237.2$259.9 million resulting from ongoing land acquisition and development investment to support future growth, combined with a seasonal build of house inventory to support the higher backlog.inventory.


Our positivenet cash flow from operationsprovided by operating activities for the three months ended March 31, 20172018 was primarily due to our pretaxnet income of $139.3$170.8 million, combined withsupplemented by a seasonal reduction of $194.1$185.1 million in residential mortgage loans available-for-sale,available-for-sale. These factors were partially offset by a net increase in inventories of $267.0$237.2 million resulting from ongoing land acquisition and development investment to support future growthinvestments, combined with a seasonal build of house inventory to support the higher backlog.inventory.
 
Investing activities


Investing activities are generally not a significant source or use of cash for us. Net cash used in investing activities for the three months ended March 31, 20182019 was $16.0$17.1 million, compared with net cash used in investing activities of $23.4$16.0 million for the three months ended March 31, 2017.2018. These cash outflows primarily reflected ongoing investments in model home parks in our new communities as well as information technology applications.


Financing activities


Net cash used in financing activities for the three months ended March 31, 20182019 totaled $274.4$194.6 million, compared with net cash used in financing activities of $315.8$274.4 million for the three months ended March 31, 2017.2018. The net cash used in financing activities for the three months ended March 31, 2019 resulted primarily from the repurchase of 0.9 million common shares for $25.0 million under our share repurchase authorization, repayments of debt totaling $3.6 million, payments of $30.8 million in cash dividends, and net repayments of $126.3 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 three months ended March 31, 2018 resulted primarily from the repurchase of 1.7 million common shares for $52.5 million under our repurchase authorization, paymentpayments of $26.3 million in cash dividends, and net repayments of $190.9 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 three months ended March 31, 2017 resulted primarily from the repurchase of 4.7 million common shares for $100.0 million under our repurchase authorization, payment of $29.1 million in cash dividends, and net repayments of $191.2 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, 2017.2018.


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 March 31, 2018,2019, we had outstanding letters of credit totaling $226.3$232.9 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 $1.2$1.3 billion at March 31, 2018,2019, 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 March 31, 2018,2019, these agreements had an aggregate remaining purchase price of $2.3$2.6 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 March 31, 2018,2019, aggregate outstanding debt of unconsolidated joint ventures was $57.8$35.2 million of which $57.0$34.4 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 three months ended March 31, 20182019 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, 2017, except that we updated our revenue recognition policies pursuant to the adoption of ASC 606 (see "New accounting pronouncements" withinNote 1) as included below:

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. Little to no estimation is involved in recognizing such revenues.

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. Certain land sale contracts may contain unique terms that require management judgment in determining the appropriate revenue recognition, but the impact of such transactions is generally immaterial.

Financial services revenues - Mortgage servicing fees represent fees earned for servicing loans for various investors. Servicing fees are based on a contractual percentage of the outstanding principal balance, or a contracted set fee in the case of certain sub-servicing arrangements, and are credited to income when related mortgage payments are received or the sub-servicing fees are earned. 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. The determination of fair value for certain of these financial instruments requires the use of estimates and management judgment. 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.

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. The contract assets for estimated future renewal commissions are included in other assets and totaled $28.8 million at March 31, 2018. Due to uncertainties in the estimation process and the long duration of renewal policies, which can extend many years into the future, actual results could differ from such estimates.


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 March 31, 20182019 ($000’s omitted):
As of March 31, 2018 for the
Years ending December 31,
As of March 31, 2019 for the
Years ending December 31,
2018 2019 2020 2021 2022 Thereafter Total Fair
Value
2019 2020 2021 2022 2023 Thereafter Total Fair
Value
Rate-sensitive liabilities:                              
Fixed rate debt$81,758
 $8,423
 $9,539
 $700,000
 $
 $2,300,000
 $3,099,720
 $3,175,860
$21,021
 $9,968
 $706,719
 $
 $
 $2,300,000
 $3,037,708
 $3,091,068
Average interest rate7.50% 4.07% 3.98% 4.25% % 5.90% 5.56%  4.68% 3.81% 4.26% % % 5.90% 5.50%  
                              
Variable rate debt (a)$918
 $432
 $
 $
 $
 $
 $1,350
 $1,350
$222,139
 $
 $
 $
 $
 $
 $222,139
 $222,139
Average interest rate6.56% 7.53% % % % % 6.87%  4.55% % % % % % 4.55%  


(a) Includes the Pulte Mortgage Repurchase Agreement and amounts outstanding under our Revolving Credit Facility, under which there was $0 millionno amount outstanding at March 31, 2018.2019.


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, 20172018.



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 including, but not limited to the Tax Cuts and Jobs Act 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, 20172018, and other public filings with the Securities and Exchange Commission (the “SEC”"SEC") for a further discussion of these and other risks and uncertainties applicable to our businesses. We undertakePulteGroup undertakes no duty to update any forward-looking statement, whether as a result of new information, future events or changes in ourPulteGroup'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 March 31, 20182019. 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 March 31, 20182019.


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 March 31, 20182019 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)
January 1, 2018 to January 31, 2018470,200
 $34.27
 470,200
 $578,328
(2)
February 1, 2018 to February 28, 2018779,962
 $29.72
 543,800
 $562,043
(2)
March 1, 2018 to March 31, 2018690,687
 $29.25
 686,839
 $541,954
(2)
Total1,940,849
 $30.65
 1,700,839
   
 

Total number
of shares
purchased (1)
 

Average
price paid
per share (1)
 

Total number of
shares purchased
as part of publicly
announced plans
or programs
 

Approximate dollar
value of shares
that may yet be
purchased under
the plans or
programs
($000’s omitted)
January 1, 2019 to January 31, 2019
 $
 
 $299,882
(2)
February 1, 2019 to February 28, 2019761,554
 $26.88
 383,411
 $289,477
(2)
March 1, 2019 through March 31, 2019547,808
 $27.17
 537,074
 $274,882
(2)
Total1,309,362
 $27.00
 920,485
   


(1)
During the first quarter of 2018,three months ended March 31, 2019, participants surrendered 240,0100.4 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 three months ended March 31, 2018,2019, we repurchased 1.70.9 million shares for a total of $52.5 million.$25.0 million under an existing share repurchase program authorized by the Company's Board of Directors. The share repurchase authorization has $542.0$274.9 million remaining as of March 31, 2018.2019. There is no expiration date for this program.







Item 6. Exhibits


Exhibit Number and Description
3 (a) 
     
  (b) 
     
  (c) 
     
  (d) 
     
  (e) 
     
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) 
     
  (c) 
     
  (d) 
(e)

10(a)
     
31 (a) 
     
  (b) 
     
32   
     
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
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
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:April 24, 201823, 2019 






4447