UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020March 31, 2021

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) 
Michigan38-2766606
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
3350 Peachtree Road NE, Suite 150
Atlanta,Georgia30326
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:404978-6400
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value $0.01PHMNew York Stock Exchange
Series A Junior Participating Preferred Share Purchase Rights
New York Stock Exchange

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


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

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

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).  
YesNo
Number of common shares outstanding as of October 15, 2020: 268,093,742April 20, 2021: 262,966,121
1



PULTEGROUP, INC.
TABLE OF CONTENTS

Page
No.
PART I
Item 1
Page
No.
PART I
Item 1
Item 2
Item 3
Item 4
PART II
Item 1A1
Item 1A
Item 2
Item 6
 







2


PART I. FINANCIAL INFORMATION

Item 1.      Financial Statements

PULTEGROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($000’s omitted)
 
March 31,
2021
December 31,
2020
(Unaudited)
ASSETS
Cash and equivalents$1,579,586 $2,582,205 
Restricted cash64,468 50,030 
Total cash, cash equivalents, and restricted cash1,644,054 2,632,235 
House and land inventory7,975,211 7,721,798 
Land held for sale31,796 27,962 
Residential mortgage loans available-for-sale495,049 564,979 
Investments in unconsolidated entities39,558 35,562 
Other assets969,437 923,270 
Intangible assets158,432 163,425 
Deferred tax assets, net132,204 136,267 
$11,445,741 $12,205,498 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable$404,564 $511,321 
Customer deposits589,634 449,474 
Deferred tax liabilities110,884 103,548 
Accrued and other liabilities1,352,629 1,407,043 
Financial Services debt270,819 411,821 
Notes payable2,031,937 2,752,302 
4,760,467 5,635,509 
Shareholders' equity6,685,274 6,569,989 
$11,445,741 $12,205,498 
 September 30,
2020
 December 31,
2019
 (Unaudited)  
ASSETS   
    
Cash and equivalents$2,067,276
 $1,217,913
Restricted cash46,932
 33,543
Total cash, cash equivalents, and restricted cash2,114,208
 1,251,456
House and land inventory7,615,471
 7,680,614
Land held for sale26,867
 24,009
Residential mortgage loans available-for-sale400,067
 508,967
Investments in unconsolidated entities41,722
 59,766
Other assets917,388
 895,686
Intangible assets168,466
 124,992
Deferred tax assets, net80,833
 170,107
 $11,365,022
 $10,715,597
    
LIABILITIES AND SHAREHOLDERS’ EQUITY   
    
Liabilities:   
Accounts payable$342,277
 $435,916
Customer deposits403,646
 294,427
Accrued and other liabilities1,335,299
 1,399,368
Income tax liabilities15,769
 36,093
Financial Services debt249,046
 326,573
Notes payable2,778,970
 2,765,040
 5,125,007
 5,257,417
Shareholders' equity6,240,015
 5,458,180
 $11,365,022
 $10,715,597





See accompanying Notes to Condensed Consolidated Financial Statements.

3


PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(000’s omitted, except per share data)
(Unaudited)
 
Three Months Ended
March 31,
20212020
Revenues:
Homebuilding
Home sale revenues$2,596,510 $2,221,503 
Land sale and other revenues27,159 18,927 
2,623,669 2,240,430 
Financial Services106,122 54,550 
Total revenues2,729,791 2,294,980 
Homebuilding Cost of Revenues:
Home sale cost of revenues(1,935,635)(1,694,865)
Land sale and other cost of revenues(24,636)(15,014)
(1,960,271)(1,709,879)
Financial Services expenses(39,674)(34,949)
Selling, general, and administrative expenses(271,686)(263,669)
Loss on debt retirement(61,469)
Goodwill impairment(20,190)
Other expense, net(2,639)(2,524)
Income before income taxes394,052 263,769 
Income tax expense(89,945)(60,058)
Net income$304,107 $203,711 
Per share:
Basic earnings$1.14 $0.75 
Diluted earnings$1.13 $0.74 
Cash dividends declared$0.14 $0.12 
Number of shares used in calculation:
Basic265,407 270,000 
Effect of dilutive securities605 1,218 
Diluted266,012 271,218 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Revenues:       
Homebuilding       
Home sale revenues$2,823,921
 $2,637,002
 $7,517,453
 $6,990,417
Land sale and other revenues24,165
 8,548
 70,042
 40,993
 2,848,086
 2,645,550
 7,587,495
 7,031,410
Financial Services106,871
 64,815
 256,223
 164,634
Total revenues2,954,957
 2,710,365
 7,843,718
 7,196,044
        
Homebuilding Cost of Revenues:       
Home sale cost of revenues(2,131,741) (2,028,622) (5,706,814) (5,369,568)
Land sale and other cost of revenues(20,502) (7,350) (55,558) (35,615)
 (2,152,243) (2,035,972) (5,762,372) (5,405,183)
        
Financial Services expenses(42,807) (32,514) (112,135) (94,864)
Selling, general, and administrative expenses(271,257) (270,625) (731,785) (782,791)
Goodwill impairment0
 0
 (20,190) 0
Other expense, net(4,483) (5,108) (12,292) (9,581)
Income before income taxes484,167
 366,146
 1,204,944
 903,625
Income tax expense(67,769) (93,042) (236,216) (222,723)
Net income$416,398
 $273,104
 $968,728
 $680,902
        
Per share:       
Basic earnings$1.54
 $0.99
 $3.57
 $2.44
Diluted earnings$1.54
 $0.99
 $3.56
 $2.44
Cash dividends declared$0.12
 $0.11
 $0.36
 $0.33
        
Number of shares used in calculation:


    
Basic268,363
 272,992
 268,892
 275,734
Effect of dilutive securities598
 640
 839
 858
Diluted268,961
 273,632
 269,731
 276,592




See accompanying Notes to Condensed Consolidated Financial Statements.

4


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

 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Net income$416,398
 $273,104
 $968,728
 $680,902
        
Other comprehensive income, net of tax:       
Change in value of derivatives25
 25
 75
 75
Other comprehensive income25
 25
 75
 75
        
Comprehensive income$416,423
 $273,129
 $968,803
 $680,977


Three Months Ended
March 31,
20212020
Net income$304,107 $203,711 
Other comprehensive income, net of tax:
Change in value of derivatives25 25 
Other comprehensive income25 25 
Comprehensive income$304,132 $203,736 




See accompanying Notes to Condensed Consolidated Financial Statements.

5



PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(000's omitted)
(Unaudited)
 Common StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Retained
Earnings
Total
Shares$
Shareholders' equity, December 31, 2020266,464 $2,665 $3,261,412 $(145)$3,306,057 $6,569,989 
Stock option exercises— 11 — — 11 
Share issuances505 4,176 — — 4,181 
Dividends declared— — — — (37,325)(37,325)
Share repurchases(3,333)(34)— — (153,669)(153,703)
Cash paid for shares withheld for taxes— — — — (10,566)(10,566)
Share-based compensation8,555 — — 8,555 
Net income— — — — 304,107 304,107 
Other comprehensive income— — — 25 — 25 
Shareholders' equity, March 31, 2021263,637 $2,636 $3,274,154 $(120)$3,408,604 $6,685,274 
Shareholders' equity, December 31, 2019270,235 $2,702 $3,235,149 $(245)$2,220,574 $5,458,180 
Cumulative effect of accounting change (see Note 1)
— — — — (735)(735)
Stock option exercises— 51 — — 51 
Share issuances738 4,088 — — 4,095 
Dividends declared— — — — (32,609)(32,609)
Share repurchases(2,825)(28)— — (95,648)(95,676)
Cash paid for shares withheld for taxes— — — — (14,838)(14,838)
Share-based compensation— — 8,187 — — 8,187 
Net income— — — — 203,711 203,711 
Other comprehensive income— — — 25 — 25 
Shareholders' equity, March 31, 2020268,149 $2,681 $3,247,475 $(220)$2,280,455 $5,530,391 

See accompanying Notes to Condensed Consolidated Financial Statements.

6
 Common Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Retained
Earnings
 Total
Shares $ 
Shareholders' equity, June 30, 2020268,178
 $2,682
 $3,252,568
 $(195) $2,596,613
 $5,851,668
Stock option exercises1
 
 12
 
 
 12
Dividends declared
 
 
 
 (32,446) (32,446)
Share-based compensation
 
 4,358
 
 
 4,358
Net income
 
 
 
 416,398
 416,398
Other comprehensive income
 
 
 25
 
 25
Shareholders' equity, September 30, 2020268,179
 $2,682
 $3,256,938
 $(170) $2,980,565
 $6,240,015
            
Shareholders' equity, December 31, 2019270,235
 $2,702
 $3,235,149
 $(245) $2,220,574
 $5,458,180
Cumulative effect of accounting change (see Note 1)

 
 
 
 (735) (735)
Stock option exercises14
 
 111
 
 
 111
Share issuances755
 8
 4,088
 
 
 4,096
Dividends declared
 
 
 
 (97,501) (97,501)
Share repurchases(2,825) (28) 
 
 (95,648) (95,676)
Cash paid for shares withheld for taxes
 
 
 
 (14,853) (14,853)
Share-based compensation
 
 17,590
 
 
 17,590
Net income
 
 
 
 968,728
 968,728
Other comprehensive income
 
 
 75
 
 75
Shareholders' equity, September 30, 2020268,179
 $2,682
 $3,256,938
 $(170) $2,980,565
 $6,240,015


PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(000's omitted)
(Unaudited)


 Common Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Retained
Earnings
 Total
Shares $ 
Shareholders' equity, June 30, 2019274,975
 $2,750
 $3,225,874
 $(295) $1,841,478
 $5,069,807
Stock option exercises110
 1
 1,158
 
 
 1,159
Share issuances13
 
 
 
 
 0
Dividends declared
 
 
 
 (30,132) (30,132)
Share repurchases(4,127) (41) 
 
 (135,876) (135,917)
Cash paid for shares withheld for taxes
 
 
 
 (372) (372)
Share-based compensation
 
 3,918
 
 
 3,918
Net income
 
 
 
 273,104
 273,104
Other comprehensive income
 
 
 25
 
 25
Shareholders' equity, September 30, 2019270,971
 $2,710
 $3,230,950
 $(270) $1,948,202
 $5,181,592
            
Shareholders' equity, December 31, 2018277,110
 $2,771
 $3,201,427
 $(345) $1,613,929
 $4,817,782
Stock option exercises544
 5
 6,362
 
 
 6,367
Share issuances987
 10
 5,790
 
 
 5,800
Dividends declared
 
 
 
 (91,595) (91,595)
Share repurchases(7,670) (76) 
 
 (244,312) (244,388)
Cash paid for shares withheld for taxes
 
 
 
 (10,722) (10,722)
Share-based compensation
 
 17,371
 
 
 17,371
Net income
 
 
 
 680,902
 680,902
Other comprehensive income
 
 
 75
 
 75
Shareholders' equity, September 30, 2019270,971
 $2,710

$3,230,950

$(270)
$1,948,202

$5,181,592

PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000’s omitted)
(Unaudited)
 Nine Months Ended
 September 30,
 2020 2019
Cash flows from operating activities:   
Net income$968,728
 $680,902
Adjustments to reconcile net income to net cash from operating activities:   
Deferred income tax expense89,492
 83,752
Land-related charges13,930

17,549
Goodwill impairment20,190
 0
Depreciation and amortization48,536
 40,302
Share-based compensation expense25,010
 21,389
Other, net(1,136) 2,567
Increase (decrease) in cash due to:   
Inventories84,253
 (427,183)
Residential mortgage loans available-for-sale108,178
 76,813
Other assets(15,627) 4,146
Accounts payable, accrued and other liabilities(72,929) 82,543
Net cash provided by (used in) operating activities1,268,625
 582,780
Cash flows from investing activities:   
Capital expenditures(46,925) (43,162)
Investments in unconsolidated entities(663) (8,515)
Distributions of capital from unconsolidated entities19,939
 214
Business acquisition(83,251) (163,724)
Other investing activities, net1,721
 4,795
Net cash provided by (used in) investing activities(109,179) (210,392)
Cash flows from financing activities:   
Repayments of notes payable(10,993) (297,411)
Borrowings under revolving credit facility700,000
 0
Repayments under revolving credit facility(700,000) 0
Financial Services borrowings (repayments), net(77,527) (99,052)
Stock option exercises111
 6,368
Share repurchases(95,676) (244,388)
Cash paid for shares withheld for taxes(14,853) (10,726)
Dividends paid(97,756) (92,235)
Net cash provided by (used in) financing activities(296,694) (737,444)
Net increase (decrease) in cash, cash equivalents, and restricted cash862,752
 (365,056)
Cash, cash equivalents, and restricted cash at beginning of period1,251,456
 1,133,700
Cash, cash equivalents, and restricted cash at end of period$2,114,208
 $768,644
    
Supplemental Cash Flow Information:   
Interest paid (capitalized), net$16,297
 $19,569
Income taxes paid (refunded), net$195,494
 $60,329



Three Months Ended
March 31,
20212020
Cash flows from operating activities:
Net income$304,107 $203,711 
Adjustments to reconcile net income to net cash from operating activities:
Deferred income tax expense11,391 19,955 
Land-related charges1,368 9,729 
Loss on debt retirement61,469 
Goodwill impairment20,190 
Depreciation and amortization17,142 15,149 
Share-based compensation expense11,630 11,479 
Other, net(687)(903)
Increase (decrease) in cash due to:
Inventories(243,947)(189,364)
Residential mortgage loans available-for-sale69,930 145,113 
Other assets(54,303)(3,534)
Accounts payable, accrued and other liabilities(1,352)(26,910)
Net cash provided by (used in) operating activities176,748 204,615 
Cash flows from investing activities:
Capital expenditures(14,752)(20,139)
Investments in unconsolidated entities(8,169)(663)
Distributions of capital from unconsolidated entities5,000 6,500 
Business acquisition(10,400)(83,200)
Other investing activities, net698 1,706 
Net cash provided by (used in) investing activities(27,623)(95,796)
Cash flows from financing activities:
Repayments of notes payable(794,435)(9,245)
Borrowings under revolving credit facility700,000 
Financial Services borrowings (repayments), net(141,002)(56,573)
Stock option exercises11 50 
Share repurchases(153,703)(95,676)
Cash paid for shares withheld for taxes(10,566)(14,838)
Dividends paid(37,611)(32,740)
Net cash provided by (used in) financing activities(1,137,306)490,978 
Net increase (decrease) in cash, cash equivalents, and restricted cash(988,181)599,797 
Cash, cash equivalents, and restricted cash at beginning of period2,632,235 1,251,456 
Cash, cash equivalents, and restricted cash at end of period$1,644,054 $1,851,253 
Supplemental Cash Flow Information:
Interest paid (capitalized), net$17,368 $14,019 
Income taxes paid (refunded), net$15,574 $5,540 
See accompanying Notes to Condensed Consolidated Financial Statements.
7


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


1. Basis of presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.2020.

Use of estimates

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

Subsequent events

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

Business acquisition

InOn January 24, 2020, we acquired the operations of Innovative Construction Group ("ICG"), an offsite construction framing company located in Jacksonville, Florida, for $104.0 million, of which $83.3$83.2 million and $10.4 million was paid in January 2020 and 2021, respectively, while an additional paymentspayment of $10.4 million will be settled in 2021 and 2022, respectively.2022. The acquired net assets were recorded at their estimated fair values, including intangible assets of $27.8 million associated with customer relationships and $1.8 million associated with the ICG tradename, which are being amortized over seven-seven- and five-yearfive-year useful lives, respectively. The acquisition also resulted inrespectively, and $48.7 million of goodwill. The acquisition of these assets was not material to our results of operations or financial condition.

Goodwill impairment

In accordance with ASC 350, management evaluates the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair value. Fair value is determined using accepted valuation methods, including the use of discounted cash flows supplemented by market-based assessments of fair value.assessments. As a result of the significant decline in equity market valuations that occurred during the period between our acquisition of ICG in January 2020 and March 31, 2020, we determined that an event-driven goodwill impairment test was appropriate for the ICG goodwill, which resulted in an impairment totaling $20.2 million in the first quarter of 2020. This impairment was not the result of any unique factors specific to ICG's operations but, rather, reflected the broad-based declines in the market capitalizations of publicly-traded construction companies in the short period of time between the acquisition and the March 31, 2020 valuation date.

Restructuring costs

We recorded severance expense of $10.3 million during the three months ended June 30, 2020 as we took actions to reduce overhead expenses in response to lower demand in March through May resulting from the COVID-19 pandemic.


8


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

Other expense, net

Other expense, net consists of the following ($000’s omitted): 
Three Months Ended
March 31,
20212020
Write-offs of deposits and pre-acquisition costs$(1,368)$(4,332)
Amortization of intangible assets(4,992)(4,557)
Interest income631 3,807 
Interest expense(135)(797)
Equity in earnings of unconsolidated entities827 567 
Miscellaneous, net2,398 2,788 
Total other expense, net$(2,639)$(2,524)
 Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Write-offs of deposits and pre-acquisition costs$(1,692) $(2,455) $(8,335) $(7,888)
Amortization of intangible assets(5,041) (3,600) (14,643) (10,600)
Loss on debt retirement0
 0
 0
 (4,843)
Interest income891
 3,554
 6,024
 12,974
Interest expense(225) (147) (4,022) (437)
Equity in earnings of unconsolidated entities336
 211
 1,238
 377
Miscellaneous, net1,248
 (2,671) 7,446
 836
Total other expense, net$(4,483) $(5,108) $(12,292) $(9,581)


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. Ourand our performance obligation to deliver the agreed-upon home is generally satisfied at the home closing 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 deposits related to sold but undelivered homes, which totaled $403.6$589.6 million and $294.4$449.5 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit. See Note 8 for information on warranties and related obligations.

Land sale 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 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. Revenues related to our construction services operations are generally recognized as materials are delivered and installation services are provided.

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

Revenues associated with our title operations are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur as each home is closed. Insurance brokerage commissions relate to commissions on homeowner and other insurance policies placed with third party carriers through various agency channels. Our performance obligations for policy renewal commissions are considered satisfied upon issuance of the initial policy, and related contract assets for estimated future renewal commissions are included in other assets and totaled $36.8$39.4 million and $35.1$38.5 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

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 share units, unvested restricted share units, and other

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

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.
9


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

In accordance with Accounting Standards Codification ("ASC") 260, "Earnings Per Share", the two-class method determines earnings per share for each class of common stock and participating securities according to an earnings allocation formula that adjusts the Numerator for dividends or dividend equivalents and participation rights in undistributed earnings. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method. Our outstanding restricted share units and deferred shares are considered participating securities. The following table presents the earnings per common share (000's omitted, except per share data):
Three Months Ended
March 31,
20212020
Numerator:
Net income$304,107 $203,711 
Less: earnings distributed to participating securities(298)(273)
Less: undistributed earnings allocated to participating securities(2,154)(1,537)
Numerator for basic earnings per share$301,655 $201,901 
Add back: undistributed earnings allocated to participating securities2,154 1,537 
Less: undistributed earnings reallocated to participating securities(2,149)(1,530)
Numerator for diluted earnings per share$301,660 $201,908 
Denominator:
Basic shares outstanding265,407 270,000 
Effect of dilutive securities605 1,218 
Diluted shares outstanding266,012 271,218 
Earnings per share:
Basic$1.14 $0.75 
Diluted$1.13 $0.74 
 Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Numerator:       
Net income$416,398
 $273,104
 $968,728
 $680,902
Less: earnings distributed to participating securities(264) (298) (799) (911)
Less: undistributed earnings allocated to participating securities(3,123) (2,411) (7,778) (6,075)
Numerator for basic earnings per share$413,011
 $270,395
 $960,151
 $673,916
Add back: undistributed earnings allocated to participating securities3,123
 2,411
 7,778
 6,075
Less: undistributed earnings reallocated to participating securities(3,116) (2,405) (7,754) (6,057)
Numerator for diluted earnings per share$413,018
 $270,401
 $960,175
 $673,934
        
Denominator:       
Basic shares outstanding268,363
 272,992
 268,892
 275,734
Effect of dilutive securities598
 640
 839
 858
Diluted shares outstanding268,961
 273,632
 269,731
 276,592
        
Earnings per share:       
Basic$1.54
 $0.99
 $3.57
 $2.44
Diluted$1.54
 $0.99
 $3.56
 $2.44


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 September 30, 2020March 31, 2021 and December 31, 2019,2020, residential mortgage loans available-for-sale had an aggregate fair value of $400.1$495.0 million and $509.0$565.0 million, respectively, and an aggregate outstanding principal balance of $382.9$481.5 million and $494.1$539.1 million, respectively. The net gain (loss) resulting from changes in fair value of these loans totaled $(0.7) million and $0.6 million for the three months ended September 30, 2020 and 2019, respectively, and $(2.1) million and $(0.7) million for the nine months ended September 30, 2020 and 2019, 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 $76.6$77.4 million and $36.3$30.9 million forin the three months ended September 30,March 31, 2021 and 2020, and 2019, respectively, and $173.8 million and $90.6 million for the nine months ended September 30, 2020 and 2019, respectively, and have been included in Financial Services revenues.

Derivative instruments and hedging activities

We are party to interest rate lock commitments ("IRLCs") with customers resulting from our mortgage origination operations. At September 30, 2020March 31, 2021 and December 31, 2019,2020, we had aggregate IRLCs of $471.6$598.0 million and $255.3$367.2 million, respectively, which were originated at interest rates prevailing at the date of commitment. Since we can terminate a loan commitment if the

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

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
10


PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 September 30, 2020March 31, 2021 and December 31, 2019,2020, we had unexpired forward contracts of $671.0$887.0 million and $518.2$686.4 million, respectively, and whole loan investor commitments of $148.0$160.5 million and $200.7$169.6 million, respectively. Changes in the fair value of IRLCs and other derivative financial instruments are recognized in Financial Services revenues, and the fair values are reflected in other assets or other liabilities, as applicable.

There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered minimal. Gains and losses on IRLCs and residential mortgage loans available-for-sale are substantially offset by corresponding gains or losses on forward contracts on mortgage-backed securities and whole loan investor commitments. We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 60 days. The fair values of derivative instruments and their locations in the Condensed Consolidated Balance Sheets are summarized below ($000’s omitted):
 September 30, 2020 December 31, 2019
 Other Assets Accrued and Other Liabilities Other Assets Accrued and Other Liabilities
Interest rate lock commitments$23,064
 $2,336
 $8,351
 $149
Forward contracts372
 2,260
 299
 1,372
Whole loan commitments295
 481
 880
 284
 $23,731
 $5,077
 $9,530
 $1,805

 March 31, 2021December 31, 2020
 Other AssetsAccrued and Other LiabilitiesOther AssetsAccrued and Other Liabilities
Interest rate lock commitments$17,374 $126 $16,179 $18 
Forward contracts14,011 295 501 5,937 
Whole loan commitments1,499 132 168 666 
$32,884 $553 $16,848 $6,621 

Credit losses

We are exposed to credit losses primarily through our vendors and insurance carriers. We assess and monitor each counterparty’s ability to pay amounts owed by considering contractual terms and conditions, the counterparty’s financial condition, macroeconomic factors, and business strategy.

At September 30,March 31, 2021 and December 31, 2020, we reported $195.2$186.4 million and $176.2 million of assets in-scope under Accounting Standards Codification 326, "Financial Instruments - Credit Losses" ("ASC 326"). These assets consist primarily of insurance receivables, contract assets related to insurance brokerage commissions, and vendor rebate receivables. Counterparties associated with these assets are generally highly rated. Allowances on the aforementioned in-scope assets were not material as of September 30, 2020.March 31, 2021.

New accounting pronouncements

On January 1, 2021, we adopted ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Our adoption of ASU 2019-12 did not have a material impact on our financial statements.

On January 1, 2020, we adopted ASC 326, which changed the impairment model for most financial assets and certain other instruments from an "incurred loss" approach to a new "expected credit loss" methodology. We adopted ASC 326 using the modified retrospective transition method. The amendment requires entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. Our adoption of ASC 326 resulted in a $0.7 million decrease to retained earnings as of January 1, 2020.

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment", which removed the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Under the new standard, goodwill impairment is 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. We adopted the standard for annual and interim periods beginning January 1, 2020, and the standard was followed in the previously mentioned assessment of the ICG goodwill.

11


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


In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning January 1, 2021. We do not expect ASU 2019-12 to have a material impact on our financial statements.

2. Inventory

Major components of inventory were as follows ($000’s omitted): 
March 31,
2021
December 31,
2020
Homes under construction$3,594,406 $3,086,740 
Land under development3,913,349 4,137,318 
Raw land467,456 497,740 
$7,975,211 $7,721,798 
 September 30,
2020
 December 31,
2019
Homes under construction$3,065,801
 $2,899,016
Land under development4,139,123
 4,347,107
Raw land410,547
 434,491
 $7,615,471
 $7,680,614


We capitalize interest cost into inventory during the active development and construction of our communities. In all periods presented, we capitalized substantially 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,
 20212020
Interest in inventory, beginning of period$193,409 $210,383 
Interest capitalized34,627 39,913 
Interest expensed(34,684)(36,871)
Interest in inventory, end of period$193,352 $213,425 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Interest in inventory, beginning of period$207,942
 $234,709
 $210,383
 $227,495
Interest capitalized40,044
 39,893
 119,643
 123,924
Interest expensed(46,841) (46,040) (128,881) (122,857)
Interest in inventory, end of period$201,145
 $228,562
 $201,145
 $228,562


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 September 30, 2020March 31, 2021 or December 31, 20192020 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. The following provides a summary of our interests in land option agreements as of September 30, 2020March 31, 2021 and December 31, 20192020 ($000’s omitted):

 March 31, 2021December 31, 2020
 Deposits and
Pre-acquisition
Costs
Remaining Purchase
Price
Deposits and
Pre-acquisition
Costs
Remaining Purchase
Price
Land options with VIEs$142,771 $1,844,131 $126,900 $1,586,551 
Other land options177,049 2,460,589 164,964 2,187,017 
$319,820 $4,304,720 $291,864 $3,773,568 
12


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

 September 30, 2020 December 31, 2019
 Deposits and
Pre-acquisition
Costs
 Remaining Purchase
Price
 Deposits and
Pre-acquisition
Costs
 Remaining Purchase
Price
Land options with VIEs$115,420
 $1,497,721
 $123,775
 $1,466,585
Other land options174,936
 2,189,012
 175,662
 1,755,377
 $290,356
 $3,686,733
 $299,437
 $3,221,962


Land-related charges

We recorded the following land-related charges ($000's omitted):
Three Months Ended
 March 31,
 Statement of Operations Classification20212020
Land impairmentsHome sale cost of revenues$$5,386 
Net realizable value ("NRV") adjustments - land held for saleLand sale and other cost of revenues11 
Write-offs of deposits and pre-acquisition costsOther expense, net1,368 4,332 
$1,368 $9,729 
  Three Months Ended Nine Months Ended
  September 30, 2020 September 30, 2019
 Statement of Operations Classification2020 2019 2020 2019
Land impairmentsHome sale cost of revenues$54
 $5,919
 $5,440
 $6,007
Net realizable value ("NRV") adjustments - land held for saleLand sale and other cost of revenues2
 2,366
 155
 3,654
Write-offs of deposits and pre-acquisition costsOther expense, net1,692
 2,455
 8,335
 7,888
  $1,748

$10,740

$13,930

$17,549


Our evaluations for land impairments, NRV adjustments, and write-offs of deposits and pre-acquisition costs are based on our best estimates of the future cash flows of our communities. Due to uncertainties in the estimation process, the significant volatility in demand for new housing, the long life cycles of certain of our communities, and potential changes in our strategy related to certain communities, actual results could differ significantly from such estimates.

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


We also have a reportable segment for our Financial Services operations, which consist principally of mortgage banking, title, and insurance brokerage operations that operate generally in the same markets as the Homebuilding segments.
13


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

Operating Data by Segment
($000’s omitted)
 Three Months Ended
March 31,
 20212020
Revenues:
Northeast$176,467 $162,434 
Southeast436,779 382,394 
Florida625,241 506,689 
Midwest366,814 292,169 
Texas374,121 344,738 
West644,247 552,006 
2,623,669 2,240,430 
Financial Services106,122 54,550 
Consolidated revenues$2,729,791 $2,294,980 
Income (loss) before income taxes:
Northeast$25,894 $18,609 
Southeast71,322 54,744 
Florida (a)
101,208 55,333 
Midwest52,864 31,462 
Texas65,648 53,595 
West98,832 67,255 
Other homebuilding (b)
(88,064)(36,780)
327,704 244,218 
Financial Services66,348 19,551 
Consolidated income before income taxes$394,052 $263,769 
 Operating Data by Segment
($000’s omitted)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Revenues:       
Northeast$242,829
 $209,696
 $546,741
 $520,425
Southeast434,782
 456,244
 1,275,039
 1,240,782
Florida623,971
 539,269
 1,712,180
 1,470,866
Midwest411,797
 403,916
 1,043,646
 1,048,090
Texas359,358
 359,717
 1,069,444
 971,606
West775,349
 676,708
 1,940,445
 1,779,641
 2,848,086
 2,645,550
 7,587,495
 7,031,410
Financial Services106,871
 64,815
 256,223
 164,634
Consolidated revenues$2,954,957
 $2,710,365
 $7,843,718
 $7,196,044
        
Income (loss) before income taxes:       
Northeast$39,442
 $37,285
 $76,995
 $71,425
Southeast (a)
69,275
 42,313
 196,798
 122,668
Florida (b)
106,394
 89,186
 258,991
 218,848
Midwest62,638
 55,286
 137,707
 124,406
Texas64,646
 53,502
 178,150
 133,617
West121,974
 100,034
 279,393
 284,659
Other homebuilding (c)
(44,266) (43,744) (67,128) (121,769)
 420,103
 333,862
 1,060,906
 833,854
Financial Services64,064
 32,284
 144,038
 69,771
Consolidated income before income taxes$484,167
 $366,146
 $1,204,944
 $903,625


(a)Includes goodwill impairment charge totaling $20.2 million (see Note 1) in the three months ended March 31, 2020.
(a)Includes charges of $9.0 million and $14.8 million in the three and nine months ended September 30, 2019, respectively, related to estimated costs to complete repairs in a closed-out community.
(b)
Includes goodwill impairment charge totaling $20.2
(b)Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the operating segments. Other homebuilding also includes a loss on debt retirement of $61.5 million in the three months ended March 31, 2021 (see Note 4Note 1) in the nine months ended September 30, 2020.
(c)
Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the operating segments. Other homebuilding also includes net insurance reserve reversals of $59.4 million and $18.3 million for the nine months ended September 30, 2020and 2019, respectively, and write-offs of insurance receivables of $24.0 million for the nine months ended September 30, 2019 (see Note 8).
14


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

Operating Data by Segment
($000’s omitted)
Three Months Ended
March 31,
20212020
Land-related charges (a):
Northeast$116 $4,753 
Southeast456 748 
Florida131 522 
Midwest54 777 
Texas527 656 
West84 1,529 
Other homebuilding744 
$1,368 $9,729 
 Operating Data by Segment
($000’s omitted)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Land-related charges (a):
       
Northeast$419
 $253
 $5,264
 $707
Southeast725
 8,167
 2,401
 10,754
Florida108
 225
 1,089
 1,471
Midwest190
 528
 1,466
 1,832
Texas82
 94
 1,068
 577
West170
 1,166
 1,844
 1,813
Other homebuilding54
 307
 798
 395
 $1,748
 $10,740
 $13,930
 $17,549

(a)Land-related charges include land impairments, NRV 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)
 September 30, 2020
 Homes Under
Construction
 Land Under
Development
 Raw Land Total
Inventory
 Total
Assets
Northeast$369,977
 $221,070
 $24,271
 $615,318
 $711,598
Southeast428,481
 668,357
 55,664
 1,152,502
 1,279,533
Florida558,976
 892,609
 118,827
 1,570,412
 1,859,865
Midwest382,553
 429,463
 19,818
 831,834
 932,111
Texas321,741
 452,156
 68,375
 842,272
 924,410
West958,715
 1,246,302
 109,946
 2,314,963
 2,608,256
Other homebuilding (a)
45,358
 229,166
 13,646
 288,170
 2,506,868
 3,065,801
 4,139,123
 410,547
 7,615,471
 10,822,641
Financial Services0
 0
 0
 0
 542,381
 $3,065,801
 $4,139,123
 $410,547
 $7,615,471
 $11,365,022
          

(a)    Land-related charges include land impairments, NRV 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, 2021
 Homes Under
Construction
Land Under
Development
Raw LandTotal
Inventory
Total
Assets
Northeast$384,606 $236,846 $41,641 $663,093 $766,691 
Southeast532,643 623,668 74,107 1,230,418 1,346,886 
Florida733,612 890,080 83,806 1,707,498 2,036,755 
Midwest421,833 389,098 16,556 827,487 949,539 
Texas413,218 417,342 114,603 945,163 1,040,459 
West1,053,317 1,123,844 122,283 2,299,444 2,582,835 
Other homebuilding (a)
55,177 232,471 14,460 302,108 2,073,987 
3,594,406 3,913,349 467,456 7,975,211 10,797,152 
Financial Services648,589 
$3,594,406 $3,913,349 $467,456 $7,975,211 $11,445,741 
15


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

 Operating Data by Segment
 ($000's omitted)
 December 31, 2019
 Homes Under
Construction
 Land Under
Development
 Raw Land Total
Inventory
 Total
Assets
Northeast$345,644
 $242,666
 $25,098
 $613,408
 $698,661
Southeast430,008
 724,258
 72,804
 1,227,070
 1,354,086
Florida539,895
 894,716
 99,228
 1,533,839
 1,700,198
Midwest315,822
 464,733
 31,881
 812,436
 886,889
Texas343,230
 447,707
 84,926
 875,863
 949,236
West881,551
 1,289,255
 105,606
 2,276,412
 2,538,803
Other homebuilding (a)
42,866
 283,772
 14,948
 341,586
 1,953,440
 2,899,016
 4,347,107
 434,491
 7,680,614
 10,081,313
Financial Services0
 0
 0
 0
 634,284
 $2,899,016
 $4,347,107
 $434,491
 $7,680,614
 $10,715,597

 Operating Data by Segment
($000's omitted)
 December 31, 2020
 Homes Under
Construction
Land Under
Development
Raw LandTotal
Inventory
Total
Assets
Northeast$342,737 $203,561 $68,865 $615,163 $712,205 
Southeast465,950 645,408 69,937 1,181,295 1,296,382 
Florida638,394 921,962 116,709 1,677,065 1,967,788 
Midwest364,839 424,169 18,173 807,181 911,984 
Texas354,256 458,893 66,024 879,173 955,436 
West874,673 1,212,730 142,380 2,229,783 2,519,724 
Other homebuilding (a)
45,891 270,595 15,652 332,138 3,149,871 
3,086,740 4,137,318 497,740 7,721,798 11,513,390 
Financial Services692,108 
$3,086,740 $4,137,318 $497,740 $7,721,798 $12,205,498 
 
(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.
(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 notes payable are summarized as follows ($000’s omitted):
 March 31,
2021
December 31,
2020
4.250% unsecured senior notes due March 2021 (a)
$$425,954 
5.500% unsecured senior notes due March 2026 (a)
500,000 700,000 
5.000% unsecured senior notes due January 2027 (a)
500,000 600,000 
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)
(12,222)(13,750)
Total senior notes1,987,778 2,712,204 
Other notes payable44,159 40,098 
Notes payable$2,031,937 $2,752,302 
Estimated fair value$2,507,209 $3,415,662 
 September 30,
2020
 December 31,
2019
4.250% unsecured senior notes due March 2021 (a)
$425,954
 $425,954
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)
(13,886) (14,295)
Total senior notes2,712,068
 2,711,659
Other notes payable66,902
 53,381
Notes payable$2,778,970
 $2,765,040
Estimated fair value$3,260,665
 $3,152,046

(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.
In the three months ended March 31, 2021, we accelerated the retirement of $200.0 million and $100.0 million of our unsecured notes scheduled to mature in 2026 and 2027, respectively, through a cash tender offer. The retirement resulted in a loss of $61.5 million, which includes the write-off of debt issuance costs, unamortized discounts and premiums, and transaction fees.
16


(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.
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Other notes payable include non-recourse and limited recourse secured notes with third parties that totaled $66.9$44.2 million and $53.4$40.1 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. These notes have maturities ranging up to three years, are secured by the applicable land positions to which they relate, and generally have no recourse to any other assets. The stated interest rates on these notes range up to 8%5.17%.


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

Revolving credit facility

We maintain a revolving credit facility (the "Revolving Credit Facility") maturing in June 2023 that has a maximum borrowing capacity of $1.0 billion and contains an uncommitted accordion feature that could increase the capacity to $1.5 billion, subject to certain conditions and availability of additional bank commitments. The Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under the Revolving Credit Facility, with a sublimit of $500.0 million at September 30, 2020.March 31, 2021. 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. As a precautionary measure during the initial phase of the COVID-19 pandemic, we made the decision in March 2020 to draw $700.0 million under the Revolving Credit Facility. In June 2020, we repaid the full outstanding balance of $700.0 million. As a result, we had 0 borrowings outstanding at both September 30, 2020March 31, 2021 and December 31, 2019,2020, and $250.7$235.7 million and $262.8$249.7 million of letters of credit issued under the Revolving Credit Facility at September 30, 2020March 31, 2021 and December 31, 2019,2020, 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 September 30, 2020,March 31, 2021, 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 $749.3$764.3 million and $737.2$750.3 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

Financial Services debt

Pulte Mortgage maintains a master repurchase agreement with third party lenders (the "Repurchase Agreement") that matures on July 29, 2021. The maximum aggregate commitment was $360.0$280.0 million at September 30, 2020March 31, 2021 and increases to $420.0$375.0 million during the seasonally high borrowing period from December 28, 2020on May 25, 2021, which continues through January 15, 2021. At all other times, the maximum aggregate commitment ranges from $230.0 million to $375.0 million.maturity. The purpose of the 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 $249.0$270.8 million and $326.6$411.8 million outstanding under the Repurchase Agreement at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, and was in compliance with all of its covenants and requirements as of such dates.

5. Shareholders’ equity

DuringIn the ninethree months endedSeptember 30, 2020, March 31, 2021, we declared cash dividends totaling $97.5$37.3 million and repurchased 3.3 million shares under our repurchase authorization for $153.7 million. For the three months ended March 31, 2020, we declared cash dividends totaling $32.6 million and repurchased 2.8 million shares under our repurchase authorization for $95.7 million. For the nine months ended September 30, 2019, we declared cash dividends totaling $91.6 million and repurchased 7.7 million shares under our repurchase authorization for $244.4 million. In May 2019, our board of directors approved a $500.0 million increase in our share repurchase authorization. At September 30, 2020,March 31, 2021, we had remaining authorization to repurchase $429.9$201.2 million of common shares. On April 26, 2021, the Board of Directors approved an additional share repurchase authorization of $1.0 billion.

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. DuringIn the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, participants surrendered shares valued at $14.9$10.6 million and $10.7$14.8 million, respectively, under these plans. Such share transactions are excluded from the above noted share repurchase authorization.

6. Income taxes

Our effective tax rate forin the three and nine months ended September 30,March 31, 2021 and March 31, 2020 was 14.0% and 19.6%, respectively, compared to 25.4% and 24.6%, respectively, for the same periods22.8% in 2019.each period. Our effective tax rate differs from the federal statutory rate primarily due to state tax expense partially offset by benefits associated with federal energy efficient home credits partially offset by state income tax expense. Income tax expense for the three and nine months ended September 30, 2020 includes benefits of $53.2 million and $58.0 million, respectively, associated with the extension of federal energy efficient homes tax credits, including to homes closed in prior open tax years. This provision was extended to apply to homes closed through December 31, 2020.equity compensation.

17


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

At September 30, 2020March 31, 2021 and December 31, 2019,2020, we had deferred tax assets, net of deferred tax liabilities and valuation allowance, of $80.8$21.3 million and $170.1$32.7 million, respectively. The accounting for deferred taxes is based upon estimates of future results. Differences between estimated and actual results could result in changes in the valuation of deferred tax assets that could have a material impact on our consolidated results of operations or financial position. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.

Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and the benefits recognized for financial statement purposes. We had $27.3$33.5 million and $40.3$30.9 million of gross unrecognized tax benefits at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. Additionally, we had accrued interest and penalties of $2.3$3.2 million and $6.5$2.8 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

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 1Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2Fair 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 3Fair 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): 
Financial InstrumentFair Value
Hierarchy
Fair Value
March 31,
2021
December 31,
2020
Measured at fair value on a recurring basis:
Residential mortgage loans available-for-saleLevel 2$495,049 $564,979 
Interest rate lock commitmentsLevel 217,248 16,161 
Forward contractsLevel 213,716 (5,436)
Whole loan commitmentsLevel 21,367 (498)
Measured at fair value on a non-recurring basis:
House and land inventoryLevel 3$$582 
Disclosed at fair value:
Cash, cash equivalents, and restricted cashLevel 1$1,644,054 $2,632,235 
Financial Services debtLevel 2270,819 411,821 
Senior notes payableLevel 22,463,050 3,375,564 
Other notes payableLevel 244,159 40,098 
Financial Instrument Fair Value
Hierarchy
 Fair Value
September 30,
2020
 December 31,
2019
       
Measured at fair value on a recurring basis:      
Residential mortgage loans available-for-sale Level 2 $400,067
 $508,967
Interest rate lock commitments Level 2 20,728
 8,202
Forward contracts Level 2 (1,888) (1,073)
Whole loan commitments Level 2 (186) 596
       
Measured at fair value on a non-recurring basis:      
House and land inventory Level 3 $0
 $9,979
Land held for sale Level 2 0
 4,193
       
Disclosed at fair value:      
Cash, cash equivalents, and restricted cash Level 1 $2,114,208
 $1,251,456
Financial Services debt Level 2 249,046
 326,573
Senior notes payable Level 2 3,193,764
 3,098,665
Other notes payable Level 2 66,902
 53,381


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

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

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.
18


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

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

The carrying amounts of cash and equivalents, Financial Services debt and other notes payable approximate their fair values due to their short-term nature and/or floating interest rate terms. The fair values of senior notes are based on quoted market prices, when available. If quoted market prices are not available, fair values are based on quoted market prices of similar issues. The carrying value of senior notes was $2.0 billion and $2.7 billion at both September 30, 2020March 31, 2021 and December 31, 2019.2020, respectively.

8. Commitments and contingencies

Loan origination liabilities

Our mortgage operations may be responsible for losses associated with mortgage loans originated and sold to investors in the event of errors or omissions relating to representations and warranties made by us that the loans met certain requirements, including representations as to underwriting standards, the existence of primary mortgage insurance, and the validity of certain borrower representations in connection with the loan. 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. 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.

CTX Mortgage Company, LLC ("CTX Mortgage") was the mortgage subsidiary of Centex and ceased originating loans in December 2009. Both CTX Mortgage and Pulte Mortgage sold certain loans originated prior to 2009 to financial institutions that were subsequently included in residential mortgage-backed securities or other securitizations issued by such financial institutions. In connection with such sales, CTX Mortgage and Pulte Mortgage have been put on notice of potential direct and / or third-party claims for indemnification arising out of litigation relating to certain of these residential mortgage-backed securities or other securitizations and, in some instances, such claims have resulted in legal proceedings against CTX Mortgage and Pulte Mortgage. We cannot yet quantify CTX Mortgage's or Pulte Mortgage's potential liability as a result of these matters. 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 totaled $11.9 million and $25.2 million at September 30, 2020 and December 31, 2019, respectively. The decrease in liabilities is primarily related to payments in connection with the settlement of certain previously recorded liabilities. Determining the liabilities for anticipated losses requires a significant level of management judgment. Given the unsettled litigation, changes in values of underlying collateral over time, unpredictable factors inherent in litigation, and other uncertainties regarding the ultimate resolution of these claims, actual costs could differ from our current estimates.

Letters of credit and surety bonds

In the normal course of business, we post letters of credit and surety bonds pursuant to certain performance-related obligations, as security for certain land option agreements, and under various insurance programs. The majority of these letters of credit and surety bonds are in support of our land development and construction obligations to various municipalities, other government agencies, and utility companies related to the construction of roads, sewers, and other infrastructure. We had outstanding letters of credit and surety bonds totaling $250.7$235.7 million and $1.6 billion, respectively, at March 31, 2021, and $249.7 million and $1.5 billion, respectively, at September 30, 2020 and $262.8 million and $1.4 billion, respectively, at December 31, 2019.2020. In the event any such letter of credit or surety bond is drawn, we would be obligated to reimburse the issuer of the letter of credit or surety bond. Our surety bonds generally do not have stated expiration dates; rather we are released from the surety bonds as the underlying contractual performance is completed. Because significant construction and development work has been performed related to projects that have not yet received final acceptance by the respective counterparties, the aggregate amount of surety bonds outstanding is in excess of the projected cost of the remaining work to be performed. We do not believe that a material amount, if any, of the letters of credit or surety bonds will be drawn.


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

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.

Product warranty

Home purchasers are provided with a limited warranty against certain building defects, including a one-year comprehensive limited warranty and coverage for certain other aspects of the home’s construction and operating systems for periods of up to and, in limited instances, exceeding 10 years. We estimate the costs to be incurred under these warranties and record liabilities in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liabilities include the number of homes sold, historical and anticipated rates of warranty claims, and the projected 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 Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Warranty liabilities, beginning of period$86,278
 $81,442
 $91,389
 $79,154
Reserves provided15,320
 16,152
 47,364
 43,060
Payments(18,551) (19,573) (52,741) (53,634)
Other adjustments (a)
501
 10,402
 (2,464) 19,843
Warranty liabilities, end of period$83,548
 $88,423
 $83,548
 $88,423
19


PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Three Months Ended
March 31,
20212020
Warranty liabilities, beginning of period$82,744 $91,389 
Reserves provided17,344 15,039 
Payments(15,493)(18,276)
Other adjustments(788)243 
Warranty liabilities, end of period$83,807 $88,395 

(a)Includes charges of $9.0 million and $14.8 million in the three and nine months ended September 30, 2019, respectively, related to estimated costs to complete repairs in a closed-out community.

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

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

project-specific insurance program provided by us. Policies issued by our captive insurance subsidiaries represent self-insurance of these risks by us. A portion of this self-insured exposure is limited by reinsurance policies that we purchase. General liability coverage for the homebuilding industry is complex, and our coverage varies from policy year to policy year. Our insurance coverage requires a per occurrence deductible up to an overall aggregate retention level. Beginning with the first dollar, amounts paid to satisfy insured claims generally apply to our per occurrence and aggregate retention obligations. Any amounts incurred in excess of the occurrence or aggregate retention levels are covered by insurance up to our purchased coverage levels. Our insurance policies, including the captive insurance subsidiaries' reinsurance policies, are maintained with highly-rated underwriters for whom we believe counterparty default risk is not significant.

At any point in time, we are managing over 1,000 individual claims related to general liability, property, errors and omissions, workers' compensation, and other business insurance coverage. We reserve for costs associated with such claims (including expected claims management expenses) on an undiscounted basis at the time revenue is recognized for each home closing and periodically 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 $652.5$653.1 million and $709.8$641.8 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. 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 67% and 68% of the total general liability reserves at both September 30, 2020March 31, 2021 and December 31, 2019.2020, respectively. The actuarial analyses that determine the IBNR portion of reserves consider a variety of factors, including the frequency and severity of losses, which are based on our historical claims experience supplemented by industry data. The actuarial analyses of the reserves also consider historical third party recovery rates and claims management expenses.

Housing market conditions can be volatile, and we believe such conditions can affect the frequency and cost of construction defect claims. Additionally, IBNR estimates comprise the majority of our liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in claims reporting and resolution patterns, third party recoveries, insurance industry practices, the regulatory environment, and legal precedent. State regulations vary, but construction defect claims are typically reported and resolved over an extended period, often exceeding ten years. Changes in the frequency and timing of reported claims and estimates of specific claim values can impact the underlying inputs and trends utilized in the actuarial analyses, which could have a material impact on the recorded reserves. Additionally, the amount of insurance
20


PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
coverage available for each policy period also impacts our recorded reserves. Because of the inherent uncertainty in estimating future losses and the timing of such losses related to these claims, actual costs could differ significantly from estimated costs.

Adjustments to reserves are recorded in the period in which the change in estimate occurs. We reduced general liability reserves by $59.4 million and $18.3 million during the nine months ended September 30, 2020 and 2019, respectively, as a result of changes in estimates resulting from actual claim experience being less than anticipated in previous actuarial projections. The changes in actuarial estimates were driven by changes in actual claims experience that, in turn, impacted actuarial estimates for potential future claims. These changes in actuarial estimates did not involve any changes in actuarial methodology but did impact the development of estimates for future periods, which resulted in adjustments to the IBNR portion of our recorded liabilities.
Costs associated with our insurance programs are classified within selling, general, and administrative expenses. Changes in these liabilities were as follows ($000's omitted):
Three Months Ended
March 31,
20212020
Balance, beginning of period$641,779 $709,798 
Reserves provided19,542 18,449 
Adjustments to previously recorded reserves(6,082)1,300 
Payments, net (a)
(2,171)(10,375)
Balance, end of period$653,068 $719,172 

 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Balance, beginning of period$640,014
 $716,218
 $709,798
 $737,013
Reserves provided21,992
 21,892
 60,618
 59,558
Adjustments to previously recorded reserves0
 (1,700) (59,362) (18,338)
Payments, net (a)
(9,460) (11,092) (58,508) (52,915)
Balance, end of period$652,546
 $725,318
 $652,546
 $725,318

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

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



Estimates of anticipated recoveries of our costs under various insurance policies or from subcontractors or other third parties are recorded when recovery is considered probable. Such receivables are recorded in other assets and totaled $82.0$73.8 million and $118.4$69.5 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. Those receivables relate to costs incurred to perform corrective repairs, settle claims with customers, and other costs related to the continued progression of construction defect claims that we believe are insured. Given the complexity inherent with resolving construction defect claims in the homebuilding industry described above, there generally exists a significant lag between our payment of claims and our reimbursements from applicable insurance carriers or third parties. In addition, disputes between homebuilders and insurance carriers or third parties over coverage positions relating to construction defect claims are common. Resolution of claims involves the exchange of significant amounts of information and frequently involves legal action.During the nine months ended September 30, 2019, we wrote off $24.0 million of insurance receivables in connection with policy settlement negotiations with certain of our carriers.

Leases

We lease certain office space and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use ("ROU") assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets and leasehold improvements are limited to the expected lease term. Certain of our lease agreements include rental payments based on a pro-rata share of the lessor’s operating costs which are variable in nature. Our lease agreements do not contain any residual value guarantees or material restrictive covenants.
    
ROU assets are classified within other assets on the balance sheet, while lease liabilities are classified within accrued and other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets and lease liabilities were $73.5$69.0 million and $94.3$88.3 million at September 30, 2020,March 31, 2021, respectively, and $70.0$71.3 million and $91.4 million at December 31, 2019,2020, respectively. DuringIn the ninethree months ended September 30,March 31, 2021 and 2020, we recorded an additional $13.0$1.1 million and $9.6 million of lease liabilities under operating leases, and $4.0 million and $12.8 million during the three and nine months ended September 30, 2019, respectively. Payments on lease liabilities duringin the three and nine months ended September 30,March 31, 2021 and 2020, totaled $4.8$5.3 million and $14.8 million, respectively, and $5.9 million, and $17.4 million in the comparable prior year periods.respectively.

Lease expense includes costs for leases with terms in excess of one year as well as short-term leases with terms of less than one year. ForIn the three and nine months ended September 30,March 31, 2021 and 2020, our total lease expense was $9.6$10.2 million and $28.2$9.9 million, respectively, and $9.1 million and $27.0 million in the comparable prior year periods. Our total lease expense is inclusive of variable lease costs of $1.5$1.9 million and $4.9 million for the three and nine months ended September 30, 2020, respectively, and $1.7 million and $4.9 million in the comparable prior yearduring both periods, as well as short-term lease costs of $2.6$2.9 million and $6.6$2.2 million, for the three and nine months ended September 30, 2020, respectively, and $2.4 million and $7.3 million in the comparable prior year periods.respectively. Sublease income was de minimis.




21


PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The future minimum lease payments required under our leases as of September 30, 2020March 31, 2021 were as follows ($000's omitted):
Years Ending December 31,
2021 (a)
$15,969 
202222,646 
202320,567 
202414,374 
20259,521 
Thereafter19,578 
Total lease payments (b)
102,655 
Less: Interest (c)
14,324 
Present value of lease liabilities (d)
$88,331 
Years Ending December 31, 
2020 (a)
$5,541
202122,648
202220,755
202319,425
202413,755
Thereafter28,687
Total lease payments (b)
110,811
Less: Interest (c)
16,503
Present value of lease liabilities (d)
$94,308


(a)
(a)Remaining payments are for the three months endingDecember 31, 2020.

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

(b)Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were $1.7 million of legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2020.
(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 5.5 years and 5.7%, respectively, at September 30, 2020.

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 unconsolidated entities are presented using the equity method of accounting.

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

CONDENSED CONSOLIDATING BALANCE SHEET
September 30, 2020
($000’s omitted)
 Unconsolidated Eliminating
Entries
 Consolidated
PulteGroup,
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 
ASSETS         
Cash and equivalents$0

$2,001,550

$65,726

$0

$2,067,276
Restricted cash0

39,218

7,714

0

46,932
Total cash, cash equivalents, and
restricted cash
0

2,040,768

73,440

0

2,114,208
House and land inventory0

7,458,068

157,403

0

7,615,471
Land held for sale0

26,867

0

0

26,867
Residential mortgage loans available-
for-sale
0

0

400,067

0

400,067
Investments in unconsolidated entities0

40,921

801

0

41,722
Other assets34,990

639,993

242,405

0

917,388
Intangible assets0

114,192

54,274

0

168,466
Deferred tax assets, net93,577

0

(12,744)
0

80,833
Investments in subsidiaries and
intercompany accounts, net
8,910,969

1,101,141

10,341,970

(20,354,080)
0

$9,039,536

$11,421,950

$11,257,616

$(20,354,080)
$11,365,022
LIABILITIES AND SHAREHOLDERS' EQUITY         
Liabilities:         
Accounts payable, customer deposits,
accrued and other liabilities
$71,684

$1,757,966

$251,572

$0

$2,081,222
Income tax liabilities15,769

0

0

0

15,769
Financial Services debt0

0

249,046

0

249,046
Notes payable2,712,068

66,902

0

0

2,778,970
Total liabilities2,799,521

1,824,868

500,618

0

5,125,007
Total shareholders’ equity6,240,015

9,597,082

10,756,998

(20,354,080)
6,240,015

$9,039,536

$11,421,950

$11,257,616

$(20,354,080)
$11,365,022


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

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2019
($000’s omitted)

 Unconsolidated Eliminating
Entries
 Consolidated
PulteGroup,
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 
ASSETS         
Cash and equivalents$0

$1,026,743

$191,170

$0

$1,217,913
Restricted cash0

31,328

2,215

0

33,543
Total cash, cash equivalents, and
restricted cash
0

1,058,071

193,385

0

1,251,456
House and land inventory0

7,554,662

125,952

0

7,680,614
Land held for sale0

24,009

0

0

24,009
Residential mortgage loans available-
for-sale
0

0

508,967

0

508,967
Investments in unconsolidated entities0

59,266

500

0

59,766
Other assets8,172

688,996

198,518

0

895,686
Intangible assets0

124,992

0

0

124,992
Deferred tax assets, net182,461

0

(12,354)
0

170,107
Investments in subsidiaries and
intercompany accounts, net
8,103,191

1,081,472

9,279,403

(18,464,066)
0

$8,293,824

$10,591,468

$10,294,371

$(18,464,066)
$10,715,597
LIABILITIES AND SHAREHOLDERS' EQUITY         
Liabilities:         
Accounts payable, customer deposits,
accrued and other liabilities
$87,892

$1,781,893

$259,926

$0

$2,129,711
Income tax liabilities36,093

0

0

0

36,093
Financial Services debt0

0

326,573

0

326,573
Notes payable2,711,659

53,381

0

0

2,765,040
Total liabilities2,835,644

1,835,274

586,499

0

5,257,417
Total shareholders’ equity5,458,180

8,756,194

9,707,872

(18,464,066)
5,458,180

$8,293,824

$10,591,468

$10,294,371

$(18,464,066)
$10,715,597



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

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the three months ended September 30, 2020
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, 
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Revenues:         
Homebuilding         
Home sale revenues$0
 $2,761,898
 $62,023
 $0
 $2,823,921
Land sale and other revenues0
 6,723
 17,442
 0
 24,165
 0
 2,768,621
 79,465
 0
 2,848,086
Financial Services0
 0
 106,871
 0
 106,871
 0
 2,768,621
 186,336
 0
 2,954,957
Homebuilding Cost of Revenues:         
Home sale cost of revenues0
 (2,086,122) (45,619) 0
 (2,131,741)
Land sale and other cost of revenues0
 (3,959) (16,543) 0
 (20,502)
 0
 (2,090,081) (62,162) 0
 (2,152,243)
Financial Services expenses0
 (180) (42,627) 0
 (42,807)
Selling, general, and administrative
expenses
0
 (262,348) (8,909) 0
 (271,257)
Goodwill impairment0
 0
 0
 0
 0
Other income (expense), net(84) (13,265) 8,866
 0
 (4,483)
Intercompany interest(1,173) 0
 1,173
 0
 0
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
(1,257) 402,747
 82,677
 0
 484,167
Income tax (expense) benefit314
 (48,113) (19,970) 0
 (67,769)
Income (loss) before equity in income
(loss) of subsidiaries
(943) 354,634
 62,707
 0
 416,398
Equity in income (loss) of subsidiaries417,341
 61,743
 344,854
 (823,938) 0
Net income (loss)416,398
 416,377
 407,561
 (823,938) 416,398
Other comprehensive income25
 0
 0
 0
 25
Comprehensive income (loss)$416,423
 $416,377
 $407,561
 $(823,938) $416,423


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

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the three months ended September 30, 2019
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, 
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Revenues:         
Homebuilding         
Home sale revenues$0
 $2,588,933
 $48,069
 $0
 $2,637,002
Land sale and other revenues0
 8,526
 22
 0
 8,548
 0
 2,597,459
 48,091
 0
 2,645,550
Financial Services0
 0
 64,815
 0
 64,815
 0
 2,597,459
 112,906
 0
 2,710,365
Homebuilding Cost of Revenues:         
Home sale cost of revenues0
 (1,992,043) (36,579) 0
 (2,028,622)
Land sale and other cost of revenues0
 (7,350) 0
 0
 (7,350)
 0
 (1,999,393) (36,579) 0
 (2,035,972)
Financial Services expenses0
 (133) (32,381) 0
 (32,514)
Selling, general, and administrative
expenses
0
 (252,414) (18,211) 0
 (270,625)
Other income (expense), net(126) (15,697) 10,715
 0
 (5,108)
Intercompany interest(2,255) 0
 2,255
 0
 0
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
(2,381) 329,822
 38,705
 0
 366,146
Income tax (expense) benefit688
 (83,937) (9,793) 0
 (93,042)
Income (loss) before equity in income
(loss) of subsidiaries
(1,693) 245,885
 28,912
 0
 273,104
Equity in income (loss) of subsidiaries274,797
 34,672
 371,107
 (680,576) 0
Net income (loss)273,104
 280,557
 400,019
 (680,576) 273,104
Other comprehensive income25
 0
 0
 0
 25
Comprehensive income (loss)$273,129
 $280,557
 $400,019
 $(680,576) $273,129







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

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the nine months ended September 30, 2020
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, 
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Revenues:         
Homebuilding         
Home sale revenues$0
 $7,407,014
 $110,439
 $0
 $7,517,453
Land sale and other revenues0
 17,722
 52,320
 0
 70,042
 0
 7,424,736
 162,759
 0
 7,587,495
Financial Services0
 0
 256,223
 0
 256,223
 0
 7,424,736
 418,982
 0
 7,843,718
Homebuilding Cost of Revenues:         
Home sale cost of revenues0
 (5,622,495) (84,319) 0
 (5,706,814)
Land sale and other cost of revenues0
 (9,345) (46,213) 0
 (55,558)
 0
 (5,631,840) (130,532) 0
 (5,762,372)
Financial Services expenses0
 (535) (111,600) 0
 (112,135)
Selling, general, and administrative
expenses
0
 (713,360) (18,425) 0
 (731,785)
Goodwill impairment0
 0
 (20,190) 0
 (20,190)
Other income (expense), net(3,628) (30,323) 21,659
 0
 (12,292)
Intercompany interest(4,247) 0
 4,247
 0
 0
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
(7,875) 1,048,678
 164,141
 0
 1,204,944
Income tax (expense) benefit1,969
 (198,316) (39,869) 0
 (236,216)
Income (loss) before equity in income
(loss) of subsidiaries
(5,906) 850,362
 124,272
 0
 968,728
Equity in income (loss) of subsidiaries974,634
 130,079
 829,470
 (1,934,183) 0
Net income (loss)968,728
 980,441
 953,742
 (1,934,183) 968,728
Other comprehensive income75
 0
 0
 0
 75
Comprehensive income (loss)$968,803
 $980,441
 $953,742
 $(1,934,183) $968,803


















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

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the nine months ended September 30, 2019
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, 
Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Revenues:         
Homebuilding         
Home sale revenues$0
 $6,855,951
 $134,466
 $0
 $6,990,417
Land sale and other revenues0
 40,311
 682
 0
 40,993
 0
 6,896,262
 135,148
 0
 7,031,410
Financial Services0
 0
 164,634
 0
 164,634
 0
 6,896,262
 299,782
 0
 7,196,044
Homebuilding Cost of Revenues:         
Home sale cost of revenues0
 (5,267,638) (101,930) 0
 (5,369,568)
Land sale and other cost of revenues0
 (34,509) (1,106) 0
 (35,615)
 0
 (5,302,147) (103,036) 0
 (5,405,183)
Financial Services expenses0
 (390) (94,474) 0
 (94,864)
Selling, general, and administrative
expenses
0
 (731,801) (50,990) 0
 (782,791)
Other income (expense), net(5,213) (29,961) 25,593
 0
 (9,581)
Intercompany interest(6,506) 0
 6,506
 0
 0
Income (loss) before income taxes and
equity in income (loss) of
subsidiaries
(11,719) 831,963
 83,381
 0
 903,625
Income tax (expense) benefit2,930
 (204,186) (21,467) 0
 (222,723)
Income (loss) before equity in income
(loss) of subsidiaries
(8,789) 627,777
 61,914
 0
 680,902
Equity in income (loss) of subsidiaries689,691
 77,480
 647,207
 (1,414,378) 0
Net income (loss)680,902
 705,257
 709,121
 (1,414,378) 680,902
Other comprehensive income75
 0
 0
 0
 75
Comprehensive income (loss)$680,977
 $705,257
 $709,121
 $(1,414,378) $680,977



















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

CONSOLIDATING STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2020
($000’s omitted)
 Unconsolidated   Consolidated
PulteGroup, Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Net cash provided by (used in)
operating activities
$70,895
 $1,007,020
 $190,710
 $0
 $1,268,625
Cash flows from investing activities:         
Capital expenditures0
 (40,773) (6,152) 0
 (46,925)
Investments in unconsolidated entities0
 0
 (663) 0
 (663)
Distributions of capital from unconsolidated entities0
 19,630
 309
 0
 19,939
Other investing activities, net0
 152
 1,569
 0
 1,721
Business acquisition0
 0
 (83,251) 0
 (83,251)
Net cash provided by (used in)
investing activities
0
 (20,991) (88,188) 0
 (109,179)
Cash flows from financing activities:         
Financial Services borrowing (repayments), net0
 0
 (77,527) 0
 (77,527)
Repayments of debt0
 (10,993) 0
 0
 (10,993)
Borrowings under revolving credit facility700,000
 0
 0
 0
 700,000
Repayments under revolving credit facility(700,000) 0
 0
 0
 (700,000)
Stock option exercises111
 0
 0
 0
 111
Share repurchases(95,676) 0
 0
 0
 (95,676)
Cash paid for shares withheld for taxes(14,853) 0
 0
 0
 (14,853)
Dividends paid(97,756) 0
 0
 0
 (97,756)
Intercompany activities, net137,279
 7,661
 (144,940) 0
 0
Net cash provided by (used in)
financing activities
(70,895) (3,332) (222,467) 0
 (296,694)
Net increase (decrease) in cash, cash equivalents, and restricted cash0
 982,697
 (119,945) 0
 862,752
Cash, cash equivalents, and restricted cash
at beginning of year
0
 1,058,071
 193,385
 0
 1,251,456
Cash, cash equivalents, and restricted cash
at end of year
$0
 $2,040,768
 $73,440
 $0
 $2,114,208


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

CONSOLIDATING STATEMENT OF CASH FLOWS
For the nine months endedending September 30, 2019December 31, 2021.
($000’s omitted)(b)Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were $1.7 million of legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2021.
(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 5.4 years and 5.6%, respectively, at March 31, 2021.
 Unconsolidated   Consolidated
PulteGroup, Inc.
 PulteGroup,
Inc.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminating
Entries
 
Net cash provided by (used in)
operating activities
$162,105
 $304,142
 $116,533
 $0
 $582,780
Cash flows from investing activities:         
Capital expenditures0
 (36,098) (7,064) 0
 (43,162)
Investments in unconsolidated entities0
 (7,807) (708) 0
 (8,515)
Distributions of capital from unconsolidated entities0
 214
 0
 0
 214
Other investing activities, net0
 3,072
 1,723
 0
 4,795
Business acquisition0
 (163,724) 0
 0
 (163,724)
Net cash provided by (used in)
investing activities
0
 (204,343) (6,049) 0
 (210,392)
Cash flows from financing activities:         
Financial Services borrowings (repayments), net0
 0
 (99,052) 0
 (99,052)
Repayments of debt(280,175) (16,699) (537) 0
 (297,411)
Stock option exercises6,368
 0
 0
 0
 6,368
Share repurchases(244,388) 0
 0
 0
 (244,388)
Cash paid for shares withheld for taxes(10,726) 0
 0
 0
 (10,726)
Dividends paid(92,235) 44,499
 (44,499) 0
 (92,235)
Intercompany activities, net459,051
 (339,156) (119,895) 0
 0
Net cash provided by (used in)
financing activities
(162,105) (311,356) (263,983) 0
 (737,444)
Net increase (decrease) in cash, cash equivalents, and restricted cash0
 (211,557) (153,499) 0
 (365,056)
Cash, cash equivalents, and restricted cash
at beginning of year
0
 929,367
 204,333
 0
 1,133,700
Cash, cash equivalents, and restricted cash
at end of year
$0
 $717,810
 $50,834
 $0
 $768,644
22




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

Overview

We have experienced significant volatility in market conditions during 2020. We began the year under positivecontinue to experience very strong demand conditions that resulted in netfor our products as new orders increasing more than 30% for both January and February 2020 overincreased 31% in the comparablefirst quarter of 2021 compared with the prior year periods. On March 11, 2020, the World Health Organization declared the novel strainperiod, including significant increases across each of coronavirus (COVID-19) a global pandemic,our first-time, move-up, and the various containment and mitigation measures adopted by governments and institutions globallyactive adult buyer groups and in the U.S. began to have a severe economic impact, including causing the U.S. to enter into an economic recession that continues through the date of this report.

In response to the COVID-19 pandemic and various state and local orders, we instituted the following actions in March:

Placed restrictions on business travel for our employees and imposed mandatory quarantine periods for employees who traveled to areas impacted by the pandemic;
Closed our sales centers, model homes, and design centers to the general public and shifted to appointment-only interactions with our customers where permitted, following recommended distancing and other health and safety protocols when meeting in person with a customer;
Enhanced our virtual sales tools to give customers the ability to shop for a new home from their mobile device or personal computer;
Closed the public gathering spaces of our amenity centers as well as community pools and athletic facilities;
Modified our corporate and division office functions in order to allowsubstantially all of our employees to work remotely exceptgeographical markets. The higher demand for essential minimum basic operations which could only be done in an office setting;
Eliminated non-emergency warranty work in our customers’ homes;
Modified much of our customer interactions around the mortgage origination and closing process to be virtual and minimize in-person interactions; and
Modified our construction operations to enforce enhanced safety protocols around social distancing, hygiene, and health screening.

As the pandemic spread and government and business responses expanded, we focused on protecting our liquidity and closely managing our cash flows, including through the following actions:

Delaying the acquisition of certain land parcels and slowing land development where practical;
Limiting our investment in house construction, including strictly limiting production of new unsold "speculative" homes, and contacting backlog customers to reconfirm status before beginning construction of sold homes;
As a precautionary measure, proactively drawing $700.0 million under the Revolving Credit Facility in March;
Suspending the repurchase of shares under our share repurchase program; and
Reducing headcount and other overhead expenses.

The severity of these restrictions and the date we resumed more normal operationshousing has variedbeen driven by market based on the reduction in restrictions under "shelter in place" orders and improvement in public health conditions. While all of the above-referenced steps were, and some remain, necessary and appropriate in light of the COVID-19 pandemic, they impacted our ability to operate our business in its ordinary and traditional course. Combined with the decrease in demand that occurred as the result of the severe macroeconomic conditions, our net new orders declined significantly in late March through April. Demand began to stabilize in May 2020 and then rebounded sharply in June and remained strong through September, resulting in increases of 36% and 15% in net new orders during the three and nine months ended September 30, 2020, respectively, over the comparable prior year periods. We believe the recovery in demand reflects a number of factors, including low mortgage interest rates near historical lows, a restrictedlimited supply of new and existing home inventory, pent-up demand following the economic shutdown resulting from the COVID-19 pandemic, thean increased appeal offor homeownership and single-family living, in a new home, and a desire among some buyers to exit more densely populated urban centers.centers or to relocate from higher cost geographical regions.

While home closings increased 12% in the first quarter of 2021 compared with the prior year period, the increase continues to lag the growth in new orders in recent periods. This has combined to result in a 50% year-over-year increase in our order backlog. In addition topart, this is the improved demand, our constructionresult of the normal timeline between receiving an order and manufacturing operations are now functioning at effectively full capacity. delivering a home. However, we have also experienced periodic disruptions in our supply chain, including the availability of certain materials and construction labor combined with delays in municipal approvals and inspections, which havehas elongated the production cyclescycle in certainmany of our markets. We are also facing cost pressures related to labor and materials, especially lumber, thoughalthough we have been and believe that we will continue to be able to increase pricing to offset the majority of such cost increases.increases due to the high consumer demand.


While our operations are now fully functioning, subject to regulated restrictionsDespite the development of vaccines and safety constraints we have enacted in order to protect our employees, trade contractors, and customers,more effective treatments for the current resurgence of the COVID-19 pandemic in key areas of our operations may require us to implement restrictions on our operations in the future. The potential magnitude or duration of the business and economicphysical impacts from the unprecedented public health effort to contain and combat the spread of COVID-19, are uncertain and may include, among other things, significant volatility in financial markets. In addition, we can provide no assurance as to whether the COVID-19 public health effort will be intensified to such an extent that we will not be able to

conduct business operations in certain of our served markets or at all for an indefinite period. Therethere are no reliable estimates of how long the COVID-19 pandemic will last or how severe it may be, and therefore,last. Therefore, the unpredictability of the current economic and public health conditions will continue to evolve. However, we believe that the steps we have taken over the years to reduce risk toall of our operations are now functioning at effectively full capacity subject to health and safety protocols, and, with expectations for a material acceleration in economic growth as the measurespandemic continues to recede, we have taken recently to meet the challenges of the COVID-19 pandemic position us wellremain optimistic about future housing demand and our ability to continue to serveexpanding our customers, protect our employees and business partners, and deliver value for our stakeholders.business.

Consolidated Operations

The following is a summary of our operating results by line of business ($000's omitted, except per share data):
Three Months Ended
 March 31,
 20212020
Income before income taxes:
Homebuilding$327,704 $244,218 
Financial Services66,348 19,551 
Income before income taxes394,052 263,769 
Income tax expense(89,945)(60,058)
Net income$304,107 $203,711 
Per share data - assuming dilution:
Net income$1.13 $0.74 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Income before income taxes:       
Homebuilding$420,103
 $333,862
 $1,060,906
 $833,854
Financial Services64,064
 32,284
 144,038
 69,771
Income before income taxes484,167
 366,146
 1,204,944
 903,625
Income tax expense(67,769) (93,042) (236,216) (222,723)
Net income$416,398
 $273,104
 $968,728
 $680,902
Per share data - assuming dilution:       
Net income$1.54
 $0.99
 $3.56
 $2.44
Homebuilding income before income taxes in the three months ended March 31, 2021 increased 34% compared with the same period in 2020 primarily due to increased closings, higher gross margins, and improved overhead leverage. This increase is partially offset by a loss on debt retirement of $61.5 million in the three months ended March 31, 2021 (see Note 4). A goodwill impairment charge of $20.2 millionwas recorded in the three months ended March 31, 2020(see Note 1).
Homebuilding income before income taxes for the three and nine months ended September 30, 2020 increased 26% and 27% compared with the same periods in 2019, respectively. The results include $59.4 million and $18.3 million of insurance reserve reversals for the nine months ended September 30, 2020 and 2019, respectively, as well as increased closings, higher gross margins, and improved overhead leverage in 2020. These improvements were partially offset by severance expenseof$10.4 million and a goodwill impairment charge totaling $20.2 millionduring the nine months ended September 30, 2020(see Note 1).
Financial Services income before income taxes forin the three and nine months ended September 30, 2020March 31, 2021 increased 98% and 106%, respectively,239% compared with the same periodsperiod in 20192020 as the result of higher volumes, which largely resulted from increased homebuilding volumes combined with an improved capture rate and improved margin per loan. Interest rates declined during the nine months ended September 30, 2020, which led to enhanced margins and contributed to improved capture rate and higher gains from sales of mortgages.
Our effective tax rate forin the three and nine months ended September 30,March 31, 2021 and 2020 was 14.0% and 19.6%, respectively, compared to 25.4% and 24.6% for the same periods in 2019, respectively, and reflects the benefit of $53.2 million and $58.0 million, respectively, associated with federal energy efficient home credits.22.8%.


23


Homebuilding Operations

The following presents selected financial information for our Homebuilding operations ($000’s omitted):
Three Months Ended
 March 31,
 20212021 vs. 20202020
Home sale revenues$2,596,510 17 %$2,221,503 
Land sale and other revenues27,159 43 %18,927 
Total Homebuilding revenues2,623,669 17 %2,240,430 
Home sale cost of revenues (a)
(1,935,635)14 %(1,694,865)
Land sale and other cost of revenues(24,636)64 %(15,014)
Selling, general, and administrative
  expenses ("SG&A")
(271,686)%(263,669)
Loss on debt retirement(61,469)(b)— 
Goodwill impairment— (b)(20,190)
Other expense, net(2,539)%(2,474)
Income before income taxes$327,704 34 %$244,218 
Supplemental data:
Gross margin from home sales25.5 %180 bps23.7 %
SG&A as a percentage of home
  sale revenues
10.5 %(140) bps11.9 %
Closings (units)6,044 12 %5,373 
Average selling price$430 %$413 
Net new orders (c):
Units9,852 31 %7,495 
Dollars$4,630,317 42 %$3,268,749 
Cancellation rate%13 %
Average active communities837 (4)%873 
Backlog at March 31:
Units18,966 50 %12,629 
Dollars$8,826,989 58 %$5,583,051 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2020 vs. 2019 2019 2020 2020 vs. 2019 2019
Home sale revenues$2,823,921
 7 % $2,637,002
 $7,517,453
 8 % $6,990,417
Land sale and other revenues24,165
 183 % 8,548
 70,042
 71 % 40,993
Total Homebuilding revenues2,848,086
 8 % 2,645,550
 7,587,495
 8 % 7,031,410
Home sale cost of revenues (a)
(2,131,741) 5 % (2,028,622) (5,706,814) 6 % (5,369,568)
Land sale and other cost of revenues(20,502) 179 % (7,350) (55,558) 56 % (35,615)
Selling, general, and administrative
expenses ("SG&A")
(b)
(271,257) —% (270,625) (731,785) (7)% (782,791)
Goodwill impairment
   
 (20,190) (c) 
Other expense, net(4,483) (12)% (5,091) (12,242) 28 % (9,582)
Income before income taxes$420,103
 26 % $333,862
 $1,060,906
 27 % $833,854
            
Supplemental data:           
Gross margin from home sales24.5% 140 bps
 23.1% 24.1% 90 bps
 23.2%
SG&A as a percentage of home
sale revenues
9.6% (70) bps
 10.3% 9.7% (150) bps
 11.2%
Closings (units)6,454
 4 % 6,186
 17,764
 8 % 16,410
Average selling price$438
 3 % $426
 $423
 (1)% $426
Net new orders (d):
           
Units8,202
 36 % 6,031
 22,219
 15 % 19,286
Dollars$3,634,158
 43 % $2,538,708
 $9,579,982
 17 % $8,165,268
Cancellation rate12%   15% 15%   14%
Average active communities892
 3 % 865
 884
 3 % 862
Backlog at June 30:           
Units      14,962
 29 % 11,638
Dollars      $6,598,334
 32 % $5,010,999

(a)Includes the amortization of capitalized interest.
(b)Percentage not meaningful.
(c)Net new order dollars represent a composite of new order dollars combined with other movements of the dollars in backlog related to cancellations and change orders.

(a)Includes the amortization of capitalized interest.
(b)
Includes insurance reserve reversals $59.4 million and $18.3 million for the nine months ended September 30, 2020and2019, respectively, severance expense of $10.4 million for the nine months ended September 30, 2020, and write-offs of insurance receivables of $24.0 million for the nine months ended September 30, 2019 (see Note 8).
(c)Percentage not meaningful.
(d)Net new order dollars represent a composite of new order dollars combined with other movements of the dollars in backlog related to cancellations and change orders.

Home sale revenues

Home sale revenues forin the three and nine months ended September 30, 2020March 31, 2021 were higher than the prior year periodsperiod by $186.9 million and $527.0 million, respectively. For the three months ended September 30, 2020, the 7%$375.0 million. This 17% increase was attributable to a 4%12% increase in closings combined with a 3%4% increase in average selling price. For the nine months ended September 30, 2020, the 8% increase was attributable to an 8% increase in closings partially offset by a 1% decrease in average selling price. The increase in closings was primarily the result of favorable demand conditions that began in 2019 and continued into the first quarter of 2020, especially among first-time buyers, which provided a large backlog of orders entering 2020.conditions. Beginning in March 2020, the COVID-19 pandemic began to unfavorably impact the demand environment. However, demand improved significantly beginning in June 2020 and has remained favorable through September.entering 2021. The significant improvement in demand drove the higher closings. The lower average selling price forreflects the nine months ended September 30,


2020 is reflectiveimpact of pricing actions taken in response to the higher demand as well as increased input costs, partially offset by an increase in the mix of first-time buyer homes, which typically carry a lower sales price, partially offset by higher sales prices in the third quarter of 2020 in response to the significant improvement in demand.price.




24


Home sale gross margins

Home sale gross margins were 24.5% and 24.1% for25.5% in the three and nine months ended September 30, 2020, respectively,March 31, 2021 compared to 23.1% and 23.2% for23.7% in the three and nine months ended September 30, 2019, respectively.March 31, 2020. Gross margins forin the three and nine months ended September 30, 2020March 31, 2021 remained strong relative to historicalhigher than recent levels and reflect a combination of factors. Thefactors, including: strong consumer demand, the low mortgage interest rate environment, and limited supplies of new and existing housing inventory. As a result, the pricing environment remains strong, which has allowed us to effectively manage pressure in house and land costs through pricing actions. Additionally, the low mortgage interest rate environment combined with limited supply of newWhile costs related to lumber remain at or near historical highs, and existing housing inventory has contributedwe are experiencing higher costs related to our abilityother materials, labor, and land acquisition and development, we have been able to maintain or increase pricing in the majority of our markets.more than offset these cost increases through price increases and improved operational efficiency.

Land sale and other revenues

We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sale and other revenues and their related gains or losses vary between periods, depending on the timing of land sales and our strategic operating decisions. Land sales and other revenues contributed income of $3.7$2.5 million and $14.5 million forin the three and nine months ended September 30, 2020, respectively,March 31, 2021 compared to $1.2$3.9 million and $5.4 million forin the three and nine months ended September 30, 2019, respectively.March 31, 2020.

SG&A

SG&A as a percentage of home sale revenues was 9.6% and 9.7% for10.5% in the three and nine months ended September 30, 2020, respectively,March 31, 2021 compared with 10.3% and 11.2% for11.9% in the three and nine months ended September 30, 2019, respectively.March 31, 2020. The gross dollar amount of our SG&A increased $0.6$8.0 million forin the three months ended September 30, 2020March 31, 2021 compared to September 30, 2019, and decreased $51.0 million, or 6.5%, for the nine months ended September 30, 2020 compared to September 30, 2019.March 31, 2020. The small change in gross dollars forin the three months ended September 30, 2020 isMarch 31, 2021 resulted primarily due to actions we tookfrom the higher production volume in the second quarter of 2020 to reduce overhead expenses while the lower gross dollars for the ninethree months ended September 30, 2020March 31, 2021 compared to the same period in 2020. The improvement in SG&A as a percentage of home sale revenues is primarily attributable to leverage gained from the higher revenues. We experienced lower insurance reserve reversals of $59.4 million recordedcosts in the first half of 2020. The lower gross SG&A dollars were partiallythree months ended March 31, 2021 relative to the prior year period, but that was offset by severance expense of $10.3 million recorded in the second quarter of 2020 relatedhigher incentive compensation accruals due to the aforementioned overhead actions as well as incentive compensation expense.Company's strong operating performance.

Other expense, net

Other expense, net includes the following ($000’s omitted):
Three Months Ended
March 31,
20212020
Write-offs of deposits and pre-acquisition costs$(1,368)$(4,332)
Amortization of intangible assets(4,992)(4,557)
Interest income631 3,807 
Interest expense(135)(797)
Equity in earnings of unconsolidated entities827 567 
Miscellaneous, net2,498 2,838 
Total other expense, net$(2,539)$(2,474)
 Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Write-offs of deposits and pre-acquisition costs$(1,692) $(2,455) $(8,335) $(7,888)
Amortization of intangible assets(5,041) (3,600) (14,643) (10,600)
Loss on debt retirement
 
 
 (4,843)
Interest income891
 3,554
 6,024
 12,974
Interest expense(225) (147) (4,022) (437)
Equity in earnings of unconsolidated entities336
 211
 1,238
 377
Miscellaneous, net1,248
 (2,654) 7,496
 835
Total other expense, net$(4,483) $(5,091) $(12,242) $(9,582)

Net new orders

Net new orders in units increased 36%31% while net new orders in dollars increased 43% for42% in the three months ended September 30, 2020 as compared with the prior year period. Net new orders in units increased 15% while net new orders in dollars increased 17% for the nine months ended September 30, 2020March 31, 2021 as compared with the prior year period. The higher net new order volumesvolume in 2020 reflect2021 reflects favorable demand conditions resulting from as discussed abovelow mortgage interest rates, a restricted supply of new and existing home inventory, pent-up demand following the economic shutdown resulting from the COVID-19 pandemic, the appeal of single-family living in a new home, and a desire among some buyers to exit more densely populated urban centers.. The


cancellation rate (canceled orders for the period divided by gross new orders for the period) was 12% and 15% for8% in the three and nine months ended September 30, 2020, respectively, and 15% and 14%March 31, 2021, compared to 13% for the same periodsperiod in 2019.2020. Ending backlog, which represents orders for homes that have not yet closed, increased 32%58% at September 30, 2020March 31, 2021 compared with September 30, 2019.March 31, 2020. As discussed above, the higher backlog is primarily attributable to increased new orders, but we have also experienced production delays that have contributed to longer cycle times.



25


Homes in production

The following is a summary of our homes in production:
March 31,
2021
March 31,
2020
Sold12,930 8,955 
Unsold
Under construction1,675 2,491 
Completed123 642 
1,798 3,133 
Models1,248 1,357 
Total15,976 13,445 
 September 30,
2020
 September 30,
2019
Sold9,696
 8,529
Unsold   
Under construction1,405
 2,274
Completed350
 679
 1,755
 2,953
Models1,277
 1,282
Total12,728
 12,764

The number of homes in production at September 30, 2020March 31, 2021 was slightly lower19% higher than at September 30, 2019.March 31, 2020. The decreaseincrease in homes under production resulted initially from our decision to tightly manage production due to the significant decrease in demand that occurred in March and April 2020 asis the result of the COVID-19 pandemic. Sincesignificant increase in demand resumed startingand the resulting increase in June 2020, the new housingbacklog of sold homes, coupled with slightly elongated cycle times due to supply chain has experienced delays in regard tofor certain materials and labor as well as withand obtaining necessary approvals, permits, and inspections from local municipalities. As a result,Lower unsold inventory reflects the number of homes produced, particularly unsold, or "speculative", homes was significantly lower during the months leading up to September 30, 2020 relative to the comparable prior year period. This decrease was offset by an increase in sold homes as a result of the increasedstrong demand since May 2020.environment.

Controlled lots

The following is a summary of our lots under control at September 30, 2020March 31, 2021 and December 31, 2019:2020:
March 31, 2021December 31, 2020
OwnedOptionedControlledOwnedOptionedControlled
Northeast5,074 3,969 9,043 4,956 4,001 8,957 
Southeast15,298 22,130 37,428 15,051 18,248 33,299 
Florida19,824 28,717 48,541 20,737 24,396 45,133 
Midwest9,915 17,389 27,304 9,728 14,734 24,462 
Texas17,913 16,066 33,979 15,923 17,841 33,764 
West25,930 11,468 37,398 24,968 9,769 34,737 
Total93,954 99,739 193,693 91,363 88,989 180,352 
Developed (%)42 %16 %29 %43 %16 %30 %
 September 30, 2020 December 31, 2019
 Owned Optioned Controlled Owned Optioned Controlled
Northeast4,724
 4,186
 8,910
 4,999
 4,240
 9,239
Southeast15,020
 16,024
 31,044
 16,174
 12,802
 28,976
Florida20,318
 24,530
 44,848
 20,281
 17,802
 38,083
Midwest10,343
 12,463
 22,806
 10,016
 12,027
 22,043
Texas15,334
 15,750
 31,084
 16,256
 10,573
 26,829
West24,401
 8,403
 32,804
 25,633
 7,459
 33,092
Total90,140
 81,356
 171,496
 93,359
 64,903
 158,262
            
Developed (%)42% 20% 31% 39% 22% 32%


Of our total controlled lots, 90,140 and 93,359 were owned and 81,356 and 64,903 were controlled under land option agreements at September 30, 2020 and December 31, 2019, 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. Additionally, we continue to increase the percentage of our lots that are controlled via land option agreement. 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. The remaining purchase price under our land option agreements totaled $3.7$4.3 billion at September 30, 2020.March 31, 2021. 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 $290.4$319.8 million, of which $12.6$15.6 million is refundable at September 30, 2020.March 31, 2021.


26


Homebuilding Segment Operations

As of September 30, 2020,March 31, 2021, we conducted our operations in 4140 markets located throughout 23 states. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:

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

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

Operating Data by Segment ($000's omitted)
Three Months Ended
 March 31,
 20212021 vs. 20202020
Home sale revenues:
Northeast$176,417 %$162,380 
Southeast436,267 14 %382,141 
Florida600,942 23 %490,028 
Midwest365,778 26 %290,933 
Texas373,261 %344,508 
West643,845 17 %551,513 
$2,596,510 17 %$2,221,503 
Income (loss) before income taxes (a):
Northeast$25,894 39 %$18,609 
Southeast71,322 30 %54,744 
Florida (b)
101,208 83 %55,333 
Midwest52,864 68 %31,462 
Texas65,648 22 %53,595 
West98,832 47 %67,255 
Other homebuilding (c)
(88,064)(139)%(36,780)
$327,704 34 %$244,218 
 Operating Data by Segment ($000's omitted)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2020 vs. 2019 2019 2020 2020 vs. 2019 2019
Home sale revenues:           
Northeast$242,758
 16 % $209,630
 $546,437
 8 % $505,899
Southeast432,072
 (4)% 451,718
 1,271,001
 3 % 1,232,133
Florida605,731
 12 % 539,172
 1,655,034
 13 % 1,465,837
Midwest410,384
 2 % 401,784
 1,039,114
  % 1,040,306
Texas358,177
  % 359,246
 1,067,681
 10 % 970,613
West774,799
 15 % 675,452
 1,938,186
 9 % 1,775,629
 $2,823,921
 7 % $2,637,002
 $7,517,453
 8 % $6,990,417
Income (loss) before income taxes (a):
           
Northeast$39,442
 6 % $37,285
 $76,995
 8 % $71,425
Southeast (b)
69,275
 64 % 42,313
 196,798
 60 % 122,668
Florida (c)
106,394
 19 % 89,186
 258,991
 18 % 218,848
Midwest62,638
 13 % 55,286
 137,707
 11 % 124,406
Texas64,646
 21 % 53,502
 178,150
 33 % 133,617
West121,974
 22 % 100,034
 279,393
 (2)% 284,659
Other homebuilding (d)
(44,266) (1)% (43,744) (67,128) 45 % (121,769)
 $420,103
 26 % $333,862
 $1,060,906
 27 % $833,854
            
(a)Includes land-related charges as summarized in the below table.
(a)Includes land-related charges as summarized in the table below.
(b)Includes charges of $9.0 million and $14.8 million in the three and nine months ended September 30, 2019, respectively, related to estimated costs to complete repairs in a closed-out community.
(c)Includes goodwill impairment charge totaling $20.2 million in the nine months ended September 30, 2020.
(d)
Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the operating segments. Other homebuilding also includes net insurance reserve reversals of $59.4 million and $18.3 million for the nine months ended September 30, 2020
(b)Includes goodwill impairment charge totaling $20.2 million in the three months ended March 31, 2020.
(c)Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the operating segments. Other homebuilding also includes a loss on debt retirement of $61.5 million in the three months ended March 31, 2021 (see Note 4and 2019, respectively, and write-offs of insurance receivables of $24.0 million for the nine months ended September 30, 2019 (see Note 8).

 
27



Operating Data by Segment ($000's omitted)
Three Months Ended
March 31,
20212021 vs. 20202020
Closings (units):
Northeast317 %310 
Southeast1,054 14 %928 
Florida1,420 17 %1,210 
Midwest839 19 %708 
Texas1,225 %1,128 
West1,189 %1,089 
6,044 12 %5,373 
Average selling price:
Northeast$557 %$524 
Southeast414 %412 
Florida423 %405 
Midwest436 %411 
Texas305 — %305 
West542 %506 
$430 %$413 
Net new orders - units:
Northeast608 36 %448 
Southeast1,561 37 %1,141 
Florida2,404 43 %1,685 
Midwest1,561 53 %1,019 
Texas1,892 25 %1,509 
West1,826 %1,693 
9,852 31 %7,495 
Net new orders - dollars:
Northeast$351,240 37 %$256,013 
Southeast708,295 49 %473,880 
Florida1,134,296 64 %692,717 
Midwest706,430 58 %446,357 
Texas630,291 38 %455,789 
West1,099,765 17 %943,993 
$4,630,317 42 %$3,268,749 
28


Operating Data by Segment ($000's omitted)
Operating Data by Segment ($000's omitted)Three Months Ended
Three Months Ended Nine Months EndedMarch 31,
September 30, September 30,20212021 vs. 20202020
2020 2020 vs. 2019 2019 2020 2020 vs. 2019 2019
Closings (units):           
Cancellation rates:Cancellation rates:
Northeast428
 10 % 388
 998
 4 % 956
Northeast%13 %
Southeast1,057
 (1)% 1,067
 3,089
 6 % 2,915
Southeast%11 %
Florida1,427
 8 % 1,326
 4,017
 12 % 3,586
Florida%12 %
Midwest950
 1 % 944
 2,466
 (1)% 2,492
Midwest%11 %
Texas1,162
 (3)% 1,194
 3,484
 10 % 3,162
Texas11 %17 %
West1,430
 13 % 1,267
 3,710
 12 % 3,299
West10 %14 %
6,454
 4 % 6,186
 17,764
 8 % 16,410
%13 %
           
Average selling price:           
Unit backlog:Unit backlog:
Northeast$567
 5 % $540
 $548
 3 % $529
Northeast1,24471 %727
Southeast409
 (3)% 423
 411
 (3)% 423
Southeast2,84737 %2,078
Florida424
 4 % 407
 412
 1 % 409
Florida4,63867 %2,781
Midwest432
 1 % 426
 421
 1 % 417
Midwest2,92158 %1,851
Texas308
 2 % 301
 306
  % 307
Texas3,72067 %2,231
West542
 2 % 533
 522
 (3)% 538
West3,59621 %2,961
$438
 3 % $426
 $423
 (1)% $426
18,96650 %12,629
           
Net new orders - units:           
Backlog dollars:Backlog dollars:
Northeast591
 39 % 424
 1,422
 15 % 1,240
Northeast$736,14667 %$441,330
Southeast1,255
 26 % 994
 3,491
 6 % 3,281
Southeast1,302,93749 %875,208
Florida1,868
 39 % 1,340
 5,041
 22 % 4,146
Florida2,161,22083 %1,180,950
Midwest1,243
 39 % 895
 3,158
 9 % 2,894
Midwest1,331,28865 %807,401
Texas1,673
 52 % 1,103
 4,613
 22 % 3,792
Texas1,238,12176 %702,149
West1,572
 23 % 1,275
 4,494
 14 % 3,933
West2,057,27731 %1,576,013
8,202
 36 % 6,031
 22,219
 15 % 19,286
$8,826,98958 %$5,583,051
           
Net new orders - dollars:           
Northeast$336,514
 46 % $230,946
 $796,058
 19 % $671,590
Southeast529,037
 30 % 405,864
 1,452,429
 7 % 1,363,222
Florida803,858
 48 % 542,782
 2,093,957
 24 % 1,693,825
Midwest550,500
 46 % 376,068
 1,370,247
 14 % 1,200,909
Texas515,721
 55 % 331,976
 1,389,186
 21 % 1,151,946
West898,528
 38 % 651,072
 2,478,105
 19 % 2,083,776
$3,634,158
 43 % $2,538,708
 $9,579,982
 17 % $8,165,268


29



Operating Data by Segment
($000’s omitted)
Three Months Ended
March 31,
20212020
Land-related charges (a):
Northeast$116 $4,753 
Southeast456 748 
Florida131 522 
Midwest54 777 
Texas527 656 
West84 1,529 
Other homebuilding— 744 
$1,368 $9,729 
(a)    Land-related charges include land inventory 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. Other homebuilding consists primarily of write-offs of capitalized interest related to such land-related charges.
 Operating Data by Segment ($000's omitted)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2020 vs. 2019 2019 2020 2020 vs. 2019 2019
Cancellation rates:           
Northeast7%   8% 10%   11%
Southeast7%   12% 11%   11%
Florida12%   13% 14%   12%
Midwest8%   14% 11%   12%
Texas15%   21% 18%   17%
West18%   18% 19%   16%
 12%   15% 15%   14%
            
Unit backlog:           
Northeast      1,013
 34 % 754
Southeast      2,267
 15 % 1,976
Florida      3,330
 36 % 2,449
Midwest      2,232
 24 % 1,804
Texas      2,979
 40 % 2,122
West      3,141
 24 % 2,533
       14,962
 29 % 11,638
            
Backlog dollars:           
Northeast      $597,318
 41 % $423,502
Southeast      964,896
 16 % 830,119
Florida      1,417,185
 38 % 1,028,040
Midwest      983,110
 31 % 749,023
Texas      912,372
 37 % 667,546
West      1,723,453
 31 % 1,312,769
       $6,598,334
 32 % $5,010,999




 Operating Data by Segment
($000’s omitted)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2019 2020 2019
Land-related charges (a):
       
Northeast$419
 $253
 $5,264
 $707
Southeast725
 8,167
 2,401
 10,754
Florida108
 225
 1,089
 1,471
Midwest190
 528
 1,466
 1,832
Texas82
 94
 1,068
 577
West170
 1,166
 1,844
 1,813
Other homebuilding54
 307
 798
 395
 $1,748
 $10,740
 $13,930
 $17,549
(a)Land-related charges include land inventory 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. Other homebuilding consists primarily of write-offs of capitalized interest related to such land-related charges.
Northeast     

For the thirdfirst quarter of 2020,2021, Northeast home sale revenues increased by 16%9% when compared with the prior year period due to a 10%2% increase in closings combined with a 5% increase in average selling price. The increase in closings occurred across all markets except New England. The increase in average selling price occurred across all markets. Income before income taxes increased 6% primarily as a result of the aforementioned increase in closings and average selling price, which was partially offset by a decrease in New England which benefited from closings at a high margin community during the third quarter of 2019. Net new orders increased across all markets.

For the nine months ended September 30, 2020, Northeast home sale revenues increased by 8% when compared with the prior year period due to a 4% increase in closings combined with a 3% increase in average selling price. The increase in closings was primarily attributable to Mid-Atlantic while the increase in average selling price was primarily attributable to Northeast Corridor. Income before income taxes increased 8% primarily due to the higher revenues. Net new orders increased primarily in Mid-Atlantic.

Southeast

For the third quarter of 2020, Southeast home sale revenues decreased 4% compared with the prior year period as the result of a 1% decrease in closings combined with a 3% decrease in average selling price. The decrease in closings and average selling price occurred across the majority of markets. Income before income taxes increased 64% primarily due to improved gross margins and improved overhead management which occurred across the majority of markets and charges related to estimated costs to complete repairs in a closed-out community during 2019. Net new orders increased across the majority of markets.

For the nine months ended September 30, 2020, Southeast home sale revenues increased 3% compared with the prior year period as the result of a 6% increase in closings partially offset by a 3% decrease in average selling price. The increase in closings occurred in all markets except Georgia and Tennessee while the decrease in average selling price occurred across the majority of markets. Income before income taxes increased 60% primarily due to higher revenues, improved gross margins, and improved overhead management, which occurred across the majority of markets and charges related to estimated costs to complete repairs in a closed-out community during 2019. Net new orders increased across the majority of markets.

Florida

For the third quarter of 2020, Florida home sale revenues increased 12% compared with the prior year period due to an 8% increase in closings combined with a 4% increase in the average selling price. The increased closings and average selling price occurred across the majority of markets. Income before income taxes increased 19% due to the higher revenues and improved margins across the majority of markets. Net new orders increased across all markets.



For the nine months ended September 30, 2020, Florida home sale revenues increased 13% compared with the prior year period due to a 12% increase in closings combined with a 1% increase in the average selling price. The increased closings occurred across all markets while the increased average selling price was mixed among markets. Income before income taxes increased 18% due to the higher revenues, improved gross margins, and improved overhead management, partially offset by a goodwill impairment charge of $20.2 million (see Note 1). Net new orders increased across all markets.

Midwest

For the third quarter of 2020, Midwest home sale revenues increased 2% compared with the prior year period due to a 1% increase in closings combined with a 1% increase in average selling price. The increase in closings and average selling price was mixed among markets. Income before income taxes increased 13%39% primarily as a result of the increased revenues, as well as improved gross margins and overhead management which occurred across the majority of markets. Net new orders increased across all markets.

Southeast

For the first quarter of 2021, Southeast home sale revenues increased 14% compared with the prior year period as the result of a 14% increase in closings combined with a 1% increase in average selling price. The increase in closings and average selling price occurred across the majority of markets. Income before income taxes increased 30% primarily due to the increased revenues, as well as improved gross margins and improved overhead management which occurred across the majority of markets. Net new orders increased across all markets.

Florida

For the first quarter of 2021, Florida home sale revenues increased 23% compared with the prior year period due to a 17% increase in closings combined with a 4% increase in the average selling price. The increased closings occurred across all markets while the increase in average selling price occurred across the majority of markets. Income before income taxes increased 83% due to the increased revenues, as well as improved margins. Net new orders increased across all markets.

Midwest

For the first quarter of 2021, Midwest home sale revenues increased 26% compared with the prior year period due to a 19% increase in closings combined with a 6% increase in average selling price. The increase in closings and average selling price occurred across substantially all markets. Income before income taxes increased 68% primarily due to the increased revenues, as well as improved overhead management and gross margins across all markets. Net new orders increased across all markets.

Texas

For the first quarter of 2021, Texas home sale revenues increased 8% compared with the prior year period due to a 9% increase in closings partially offset by a slight decrease in average selling price. The increase in closings occurred across all markets except Austin due to timing issues. Our Texas operations were unfavorably impacted in March 2021 by power outages resulting from severe weather conditions, but the impact primarily represented delayed activity and was not material. Income before
30


income taxes increased 22% primarily due to the increased revenues, as well as price improved overhead management and gross margins. Net new orders increased across all markets.

West
For the nine months ended September 30, 2020, Midwestfirst quarter of 2021, West home sale revenues decreased slightlyincreased 17% compared with the prior year period due to a 1% decrease in closings offset by a 1% increase in average selling price. The decrease in closings and increase in average selling price was mixed among markets. Income before income taxes increased 11% primarily due to improved overhead management and gross margins. Net new orders increased across the majority of markets.

Texas

For the third quarter of 2020, Texas home sale revenues decreased slightly compared with the prior year period due to a 3% decrease in closings partially offset by a 2% increase in average selling price. The decrease in closings occurred in Dallas and Houston while the increase in average selling price occurred in Austin and San Antonio. Income before income taxes increased 21% primarily due to improved overhead management and gross margins. Net new orders increased across all markets.

For the nine months ended September 30, 2020, Texas home sale revenues increased 10% compared with the prior year period due to a 10% increase in closings partially offset by a slight decrease in the average selling price. The increase in closings occurred in all markets except Dallas while the decrease in average selling price occurred across all markets except Austin. Income before income taxes increased 33% primarily due to increased revenues, improved overhead management and gross margins. Net new orders increased across all markets.

West
For the third quarter of 2020, West home sale revenues increased 15% compared with the prior year period due to a 13%9% increase in closings combined with a 2%7% increase in average selling price. The increase in closings occurred across the majority of markets with significant increases in Las Vegas benefiting from the American West acquisition that occurred in 2019. The increase in average selling price was mixed among markets. Income before income taxes increased 22% primarily due to increased revenues from the aforementioned results from Las Vegas. Net new orders increased across all markets except Arizona.

For the nine months ended September 30, 2020, West home sale revenues increased 9% compared with the prior year period due to a 12% increase in closings partially offset by a 3% decrease in average selling price. Revenues were higher in most markets with Las Vegas benefiting from the American West acquisition that occurred in 2019. However, Northern California experienced significantly lower revenues, primarily due to the prior period completion, or near completion, of several high performing communities and an overall moderation of demand in that market. The decrease in average selling prices was mixed among markets. Income before income taxes decreased 2%increased 47% primarily due to the aforementioned results from Northern California partially offset byincreased revenues, as well as improved overhead management.management and gross margins across all markets. Net new orders increased across all markets except Arizona.the majority of markets.

Financial Services Operations

We conduct our Financial Services operations, which include mortgage banking, title, and insurance brokerage operations, through Pulte Mortgage and other subsidiaries. In originating mortgage loans, we initially use our own funds, including funds available pursuant to credit agreements with third parties. Substantially all of the loans we originate are sold in the secondary market within a short period of time after origination, generally within 30 days. We also sell the servicing rights for the loans we originate through fixed price servicing sales contracts to reduce the risks and costs inherent in servicing loans. This strategy results in owning the loans and related servicing rights for only a short period of time. Operating as a captive business model primarily targeted to support our Homebuilding operations, the business levels of our Financial Services operations are highly correlated to Homebuilding as Homebuilding customers continue to account for substantially all of its business. We believe that our mortgage capture rate, which represents loan originations from our Homebuilding operations as a percentage of total loan opportunities, excluding cash closings, from our Homebuilding operations is an important metric in evaluating the effectiveness of our captive mortgage business model. The following tables present selected financial information for our Financial Services operations ($000's omitted):
Three Months Ended
 March 31,
 20212021 vs. 20202020
Mortgage revenues$89,040 119 %$40,734 
Title services revenues14,333 17 %12,202 
Insurance brokerage commissions2,749 70 %1,614 
Total Financial Services revenues106,122 95 %54,550 
Expenses(39,674)14 %(34,949)
Other income (expense), net(100)(a)(50)
Income before income taxes$66,348 239 %$19,551 
Total originations:
Loans4,708 22 %3,870 
Principal$1,564,668 29 %$1,213,266 

(a)Percentage not meaningful

31


 Three Months Ended Nine Months Ended
 September 30, September 30,
 2020 2020 vs. 2019 2019 2020 2020 vs. 2019 2019
Mortgage revenues$88,819
 88 % $47,190
 $206,964
 74 % $118,897
Title services revenues14,940
 10 % 13,627
 41,465
 13 % 36,679
Insurance brokerage commissions3,112
 (22)% 3,998
 7,794
 (14)% 9,058
Total Financial Services revenues106,871
 65 % 64,815
 256,223
 56 % 164,634
Expenses(42,807) 32 % (32,514) (112,135) 18 % (94,864)
Other income (expense), net
 (a) (17) (50) (a) 1
Income before income taxes$64,064
 98 % $32,284
 $144,038
 106 % $69,771
Total originations:           
Loans4,858
 13 % 4,301
 13,202
 20 % 11,019
Principal$1,625,250
 19 % $1,365,940
 $4,274,619
 24 % $3,442,557
 Three Months Ended
March 31,
 20212020
Supplemental data:
Capture rate88.3 %86.8 %
Average FICO score751 751 
Funded origination breakdown:
Government (FHA, VA, USDA)21 %21 %
Other agency74 %71 %
Total agency95 %92 %
Non-agency%%
Total funded originations100 %100 %

(a)Percentage not meaningful

 Nine Months Ended
 September 30,
 2020 2019
Supplemental data:   
Capture rate86.5% 81.6%
Average FICO score751
 750
Funded origination breakdown:   
Government (FHA, VA, USDA)21% 19%
Other agency71% 71%
Total agency92% 90%
Non-agency8% 10%
Total funded originations100% 100%






Revenues

Total Financial Services revenues forin the three and nine months ended September 30, 2020March 31, 2021 increased 65% and 56%, respectively,95% compared with the comparable prior year periodsperiod as the result of increased homebuilding volumes combined with an improved capture rate and improved margin per loan. Mortgage interest rates continued at or near historically low levels duringin the three and nine months ended September 30, 2020,March 31, 2021, which contributed to the higher capture rate and margin per loan as continued demand for refinancing production has increased within the mortgage industry resultingresulted in a more favorable pricing environment for new originations.

Income before income taxes

Income before income taxes forin the three and nine months ended September 30, 2020March 31, 2021 increased 98% and 106%, respectively,239% compared with the same periodsperiod in 20192020 as the result of higher revenues and margins and improved expense leverage.

Income Taxes

Our effective tax rate forin the three and nine months ended September 30,March 31, 2021 and 2020 was 14.0% and 19.6%, respectively, compared to 25.4% and 24.6%, respectively,22.8% in each period. The 2021 tax rate includes a larger benefit for the same periods in 2019. The 2020 tax rates are lower than the 2019 tax rates for the same periods primarily due to the benefit from federal energy efficient home credits.credits compared to a higher equity compensation benefit in the 2020 tax rate.

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 September 30, 2020,March 31, 2021, we had unrestricted cash and equivalents of $2.1$1.6 billion, restricted cash balances of $46.9$64.5 million, and $749.3$764.3 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. Given the financial resources available to us, we believe that we have adequate liquidity to continue funding our operations for the foreseeable future.

Our ratio of debt to total capitalization, excluding our Financial Services debt, was 30.8%23.3% at September 30, 2020,March 31, 2021, as compared with 33.6%29.5% at December 31, 2019, which are within our targeted range of 30.0% to 40.0%.2020.

Unsecured senior notes

We had $2.0 billion and $2.7 billion of unsecured senior notes outstanding at both September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, with no repayments due until March 2021,2026, when $426.0$500.0 million of unsecured senior notes are scheduled to mature.

32


In the three months ended March 31, 2021, we retired $200.0 million and $100.0 million of our unsecured notes maturing in 2026 and 2027, respectively, through a previously announced cash tender offer. The retirement resulted in a loss of $61.5 million, which includes the write-off of debt issuance costs, unamortized discounts and premiums, and transaction fees related to the repurchased debt. We also retired $426.0 million of senior notes scheduled to mature in March 2021.

Other notes payable

Other notes payable include non-recourse and limited recourse secured notes with third parties that totaled $66.9$44.2 million and $53.4$40.1 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. These notes have maturities ranging up to three years, are secured by the applicable land positions to which they relate, and generally do not have no recourse to any other assets. The stated interest rates on these notes range up to 8%5.17%.

Revolving credit facility
    
We maintain a revolving credit facility (the "Revolving Credit Facility") maturing in June 2023 that has a maximum borrowing capacity of $1.0 billion and contains an uncommitted accordion feature that could increase the capacity to $1.5 billion, subject to certain conditions and availability of additional bank commitments. The Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under the Revolving Credit Facility, with a sublimit of $500.0 million at September 30, 2020.March 31, 2021. 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. As a precautionary measure during the initial phase of the COVID-19 pandemic, we made the decision in March 2020 to draw $700.0 million under the Revolving Credit Facility. In June 2020, we repaid the full outstanding balance of $700.0 million. As a result, we had no

borrowings outstanding at both September 30,either March 31, 2021 or December 31, 2020, and December 31, 2019, and $250.7$235.7 million and $262.8$249.7 million of letters of credit issued under the Revolving Credit Facility at September 30, 2020March 31, 2021 and December 31, 2019,2020, 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 September 30, 2020,March 31, 2021, 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 $749.3$764.3 million and $737.2$750.3 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.

Financial Services debt

Pulte Mortgage maintains a master repurchase agreement with third party lenders (the "Repurchase Agreement") that matures on July 29, 2021. The maximum aggregate commitment was $360.0$280.0 million at September 30, 2020March 31, 2021 and increases to $420.0 during the seasonally high borrowing period from December 28, 2020$375.0 million on May 25, 2021, which continues through January 15, 2021. At all other times, the maximum aggregate commitment ranges from $230.0 million to $375.0 million.maturity. The purpose of the 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 $249.0$270.8 million and $326.6$411.8 million outstanding under the Repurchase Agreement at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, and was in compliance with all of its covenants and requirements as of such dates.

Dividends and share repurchase program

DuringIn the ninethree months ended September 30, 2020,March 31, 2021, we declared cash dividends totaling $97.5$37.3 million and repurchased 2.83.3 million shares under our repurchase authorization totaling $95.7$153.7 million. The repurchase of shares was suspended inAt March 2020 as a response to the COVID-19 pandemic and was reinstated in October 2020. At September 30, 2020,31, 2021, we had remaining authorization to repurchase $429.9$201.2 million of common shares. On April 26, 2021, the Board of Directors approved an increase to our share repurchase authorization to $1.0 billion.
33


Cash flows

Operating activities

Net cash provided by operating activities forin the ninethree months ended September 30, 2020March 31, 2021 was $1.3 billion,$176.7 million, compared with net cash provided by operating activities of $582.8$204.6 million forin the ninethree months ended September 30, 2019.March 31, 2020. 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 forin the ninethree months ended September 30,March 31, 2021 was primarily due to our net income of $304.1 million, which included various non-cash items including a loss on debt retirement of $61.5 million, and a seasonal $69.9 million decrease in residential mortgage loans available-for-sale, partially offset by a net increase in inventories of $243.9 million, which was primarily attributable to higher house inventory in production resulting from the higher order backlog.

Net cash provided by operating activities in the three months ended March 31, 2020 was $204.6 million. The positive cash flow from operations in the three months ended March 31, 2020 was primarily due to our net income of $968.7$203.7 million, which included various non-cash items, and a seasonal $108.2 million decrease in residential mortgage loans available-for-sale, and a net decrease in inventories of $84.3 million. The decrease in inventories resulted from our deliberate efforts to reduce inventory spend, especially land acquisition and development spend during the second quarter of 2020 in response to the COVID-19 pandemic. While a seasonal increase in house inventory partially offset the reduced land expenditures, the size of the seasonal increase was lower as we tightly managed production levels during the second quarter of 2020 and have since experienced supply chain constraints due to the ongoing impact of the pandemic.

Net cash provided by operating activities for the nine months ended September 30, 2019 was $582.8 million. The positive cash flow from operations for the nine months ended September 30, 2019 was primarily due to our net income of $680.9 million, supplemented by $83.8 million of deferred income taxes and a $76.8$145.1 million reduction in residential mortgage loans available-for-sale, partially offset by a net increase in inventories of $427.2$189.4 million resulting from land acquisition and development investment to support future growth combined with a seasonal build of house inventory.

Investing activities

Net cash used in investing activities forin the ninethree months ended September 30, 2020March 31, 2021 was $109.2$27.6 million, compared with net cash used in investing activities of $210.4$95.8 million forin the ninethree months ended September 30, 2019.March 31, 2020. Cash outflows in 2021 primarily reflected a $10.4 million deferred payment related to the acquisition of ICG, as well as capital expenditures of $14.8 million related to our ongoing investments in new communities and information technology applications.

Net cash used in investing activities in the three months ended March 31, 2020 was $95.8 million. These cash outflows primarily reflected our acquisition of ICG in January 2020 for $83.3$83.2 million, as well as capital expenditures of $46.9$20.1 million related to our ongoing investments in new communities and certain information technology applications.


Net cash used in investing activities for the nine months ended September 30, 2019 was $210.4 million. These cash outflows primarily reflected our acquisition of American West in April 2019 for $163.7 million, as well as capital expenditures of $43.2 million related to our ongoing investments in new communities and certain information technology applications.

Financing activities

Net cash used in financing activities forin the ninethree months ended September 30, 2020March 31, 2021 totaled $296.7 million,$1.1 billion, compared with net cash used inprovided by financing activities of $737.4$491.0 million forin the ninethree months ended September 30, 2019.March 31, 2020. The net cash used in financing activities forin the ninethree months ended September 30, 2020March 31, 2021 resulted primarily from the repurchase of 2.83.3 million common shares for $95.7$153.7 million under our share repurchase authorization, repayments of debt totaling $11.0$794.4 million, payments of $97.8$37.6 million in cash dividends, and net repayments of $77.5$141.0 million for borrowings under the Repurchase Agreement related to a seasonal reduction in residential mortgage loans available-for-sale.

Net cash used inprovided by financing activities forin the ninethree months ended September 30, 2019March 31, 2020 resulted primarily from borrowings of $700.0 million on our Revolving Credit Facility, partially offset by the repurchase of 7.72.8 million common shares for $244.4$95.7 million under our repurchase authorization, repayments of debt totaling $297.4$9.2 million, payments of $92.2$32.7 million in cash dividends, and net repayments of $99.1$56.6 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 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.

34


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 duringin 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. Additionally, given the disruption in economic activity caused by the COVID-19 pandemic, our results forin the three and nine months ended September 30, 2020March 31, 2021 are not necessarily indicative of results that may be achieved in the future.

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, 2019.2020, with the exception of the retirement of $426 million, $200 million, and $100 million of unsecured senior notes scheduled to mature in March 2021, March 2026, and January 2027, respectively.

Supplemental Guarantor Financial Information

As of March 31, 2021, PulteGroup, Inc. had outstanding $2.0 billion principal amount of unsecured senior notes due at dates from March 2026 through February 2035 and no amounts outstanding on its Revolving Credit Facility.

All of our unsecured senior notes and the Revolving Credit Facility are fully and unconditionally guaranteed, on a joint and several basis, by certain subsidiaries of PulteGroup, Inc. ("Guarantors" or "Guarantor Subsidiaries"). Each of the Guarantor Subsidiaries is 100% owned, directly or indirectly, by PulteGroup, Inc. Our subsidiaries associated with our financial services operations and certain other subsidiaries do not guarantee the unsecured senior notes or the Revolving Credit Facility (collectively, "Non-Guarantor Subsidiaries"). The guarantees are senior unsecured obligations of each Guarantor and rank equal with all existing and future senior debt of such Guarantor and senior to all subordinated debt of such Guarantor. The guarantees are effectively subordinated to any secured debt of such Guarantor to the extent of the value of the assets securing such debt.

A court could void or subordinate any Guarantor’s guarantee under the fraudulent conveyance laws if existing or future creditors of any such Guarantor were successful in establishing that such Guarantor:

(a) incurred the guarantee with the intent of hindering, delaying or defrauding creditors; or

(b) received less than reasonably equivalent value or fair consideration in return for incurring the guarantee and, in the case of any one of the following is also true at the time thereof:

such Guarantor was insolvent or rendered insolvent by reason of the issuance of the incurrence of the guarantee;
the incurrence of the guarantee left such Guarantor with an unreasonably small amount of capital or assets to carry on its business;
such Guarantor intended to, or believed that it would, incur debts beyond its ability to pay as they mature;
such Guarantor was a defendant in an action for money damages, or had a judgment for money damages docketed against it, if the judgment is unsatisfied after final judgment.

The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred would vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court. However, in general, a court would deem a company insolvent if:

the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
it could not pay its debts as they became due.

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The guarantees of the senior notes contain a provision to limit each Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, under recent case law, this provision may not be effective to protect such guarantee from being voided under fraudulent transfer law or otherwise determined to be unenforceable. If a court were to find that the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under that guarantee, could subordinate that guarantee to presently existing and future indebtedness of the Guarantor or could require the holders of the senior notes to repay any amounts received with respect to that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the senior notes.

Finally, as a court of equity, a bankruptcy court may subordinate the claims in respect of the guarantees to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of senior notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of senior notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

On the basis of historical financial information, operating history and other factors, we believe that each of the Guarantors, after giving effect to the issuance of the guarantees when such guarantees were issued, was not insolvent, did not have unreasonably small capital for the business in which it engaged and did not and has not incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

The following tables present summarized financial information for PulteGroup, Inc. and the Guarantor Subsidiaries on a combined basis after intercompany transactions and balances have been eliminated among PulteGroup, Inc. and the Guarantor Subsidiaries, as well as their investment in and equity in earnings from the Non-Guarantor Subsidiaries ($000’s omitted):

PulteGroup, Inc. and Guarantor Subsidiaries
Summarized Balance Sheet Data
ASSETSMarch 31, 2021
Cash, cash equivalents, and restricted cash$1,576,132
House and land inventory7,853,155 
Total assets10,457,595 
LIABILITIES
Accounts payable, customer deposits,
       accrued and other liabilities
$2,101,041
Notes payable2,031,937 
Amount due to Non-Guarantor Subsidiaries61,227 
Total liabilities4,246,464 

Three Months Ended
Summarized Statement of Operations DataMarch 31, 2021
Revenues$2,536,892
Cost of revenues1,889,395 
Selling, general, and administrative expenses264,252 
Income before income taxes315,600 


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 September 30, 2020,March 31, 2021, we had outstanding letters of credit totaling $250.7$235.7 million. Our surety bonds generally do not have stated expiration dates; rather, we are released from the bonds as the
36


contractual performance is completed. These bonds, which approximated $1.5$1.6 billion at September 30, 2020,March 31, 2021, 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 September 30, 2020,March 31, 2021, these agreements had an aggregate remaining purchase price of $3.7$4.3 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.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates duringin the ninethree months ended September 30, 2020March 31, 2021 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, 2019, except for additional impairment sensitivity information reflected in the following:2020.

Inventory and cost of revenues

Inventory is stated at cost unless the carrying value is determined to not be recoverable, in which case the affected inventory is written down to fair value. Cost includes land acquisition, land development, and home construction costs, including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. For those communities for which construction and development activities have been idled, applicable interest and real estate taxes are expensed as incurred. Land acquisition and development costs are allocated to individual lots using an average lot cost determined based on the total expected land acquisition and development costs and the total expected home closings for the community. The specific identification method is used to accumulate home construction costs.

We capitalize interest cost into homebuilding inventories. Each layer of capitalized interest is amortized over a period that approximates the average life of communities under development. Interest expense is allocated over the period based on the timing of home closings.

Cost of revenues includes the construction cost, average lot cost, estimated warranty costs, amortization of capitalized interest, and closing costs applicable to the home. Sales commissions are classified within selling, general, and administrative expenses. The construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction costs. This accrual is reviewed for accuracy based on actual payments made after closing compared with the amount accrued, and adjustments are made if needed. Total community land acquisition and development costs are based on an analysis of budgeted costs compared with actual costs incurred to date and estimates to complete. The development cycles for our communities range from under one year to in excess of ten years for certain master planned communities. Adjustments to estimated total land acquisition and development costs for the community affect the amounts costed for the community’s remaining lots.

We test inventory for impairment when events and circumstances indicate that the undiscounted cash flows estimated to be generated by the community may be less than its carrying amount. Such indicators include gross margins or sales paces significantly below expectations, construction costs or land development costs significantly in excess of budgeted amounts, significant delays or changes in the planned development for the community, and other known qualitative factors. Communities that demonstrate potential impairment indicators are tested for impairment by comparing the expected undiscounted cash flows for the community to its carrying value. For those communities whose carrying values exceed the expected undiscounted cash flows, we determine the fair value of the community and impairment charges are recorded if the fair value of the community’s inventory is less than its carrying value.
We generally determine the fair value of each community using a combination of discounted cash flow models and market comparable transactions, where available. These estimated cash flows are significantly impacted by estimates related to expected average selling prices, expected sales paces, expected land development and construction timelines, and anticipated land development, construction, and overhead costs. The assumptions used in the discounted cash flow models are specific to each community. Due to uncertainties in the estimation process, the significant volatility in demand for new housing, the long life cycles of many communities, and potential changes in our strategy related to certain communities, actual results could differ significantly from such estimates.
Generally, a community must have projected gross margin percentages in the mid-single digits in order to potentially fail the undiscounted cash flow step and proceed to the fair value step. Our overall gross margin realized in the three months ended September 30, 2020 and our average gross margin in backlog at September 30, 2020 both exceeded 20%, and we have only a small minority of communities with gross margins below 10%. However, in the event of an extended economic slowdown that leads to moderate or significant decreases in the price of new homes in certain geographic or buyer submarkets, we could have a larger number of communities that begin to approach these levels such that more detailed impairment analyses would be necessary, and the resulting impairments could be material. Additionally, we have $290.4 million of deposits and pre-

acquisition costs at September 30, 2020 related to option agreements to acquire additional land. In the event of an extended economic slowdown, we could elect to cancel a large portion of such land option agreements, which would generally result in the write-off of the related deposits and pre-acquisition costs.

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 September 30, 2020March 31, 2021 ($000’s omitted):
 As of March 31, 2021 for the
Years ending December 31,
 20212022202320242025ThereafterTotalFair
Value
Rate-sensitive liabilities:
Fixed rate debt$29,154 $14,655 $350 $— $— $2,000,000 $2,044,159 $2,507,209 
Average interest rate0.56 %0.28 %— %— %— %5.98 %5.86 %
Variable rate debt (a)$270,819 $— $— $— $— $— $270,819 $270,819 
Average interest rate2.50 %— %— %— %— %— %2.50 %
 As of September 30, 2020 for the
Years ending December 31,
 2020 2021 2022 2023 2024 Thereafter Total Fair
Value
Rate-sensitive liabilities:               
Fixed rate debt$27,823
 $454,737
 $10,295
 $
 $
 $2,300,000
 $2,792,855
 $3,260,665
Average interest rate1.86% 4.16% 0.39% % % 5.90% 5.55%  
                
Variable rate debt (a)$249,046
 $
 $
 $
 $
 $
 $249,046
 $249,046
Average interest rate2.34% % % % % % 2.34%  

(a) Includes the Pulte Mortgage Repurchase Agreement and amounts outstanding under our Revolving Credit facility, under which there was no amount outstanding at September 30, 2020.March 31, 2021.

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, 2019 with the exception of the potentially negative impacts of the COVID-19 pandemic as described within the below section.2020.

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
37


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 potential impairment charges and the impacts or effects thereof, expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future.

Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; competition within the industries in which we operate; the availability and cost of land and other raw materials used by us in our homebuilding operations; the impact of any changes to our strategy in responding to the cyclical nature of the industry, including any changes regarding our land positions and the levels of our land spend; the availability and cost of insurance covering risks associated with our businesses; shortages and the cost of labor; weather related slowdowns; slow

growth initiatives and/or local building moratoria; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans; the interpretation of or changes to tax, labor and environmental laws which could have a greater impact on our effective tax rate or the value of our deferred tax assets than we anticipate; economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences and the state of the market for homes in general; legal or regulatory proceedings or claims; our ability to generate sufficient cash flow in order to successfully implement our capital allocation priorities; required accounting changes; terrorist acts and other acts of war; the negative impact of the COVID-19 pandemic on our financial position and ability to continue our Homebuilding or Financial Services activities at normal levels or at all in impacted areas; the duration, effect and severity of the COVID-19 pandemic; the measures that governmental authorities take to address the COVID-19 pandemic which may precipitate or exacerbate one or more of the above-mentioned and/or other risks and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period of time; 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, 2019,2020, and other public filings with the Securities and Exchange Commission (the "SEC") for a further discussion of these and other risks and uncertainties applicable to our businesses. PulteGroup undertakes no duty to update any forward-looking statement, whether as a result of new information, future events or changes in PulteGroup's expectations.


Item 4. Controls and Procedures

Disclosure Controls and Procedures

Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020.March 31, 2021. 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, 2021.
September 30, 2020.

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 duringin the quarter ended September 30, 2020March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
38



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 1A. Risk Factors

Except as set forth below, as of the date of this report, thereThere have been no material changes to thein our risk factors we previouslyfrom those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019.2020.

Our business has been materially and adversely disrupted by the present outbreak and worldwide spread of COVID-19 and could be materially and adversely disrupted by another epidemic or pandemic, or similar public threat, or fear of such an event, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it.

An epidemic, pandemic, or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, and/or along with any associated economic and/or social instability or distress, have a significant adverse impact on our consolidated financial statements.
On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures worldwide. On March 13, 2020, the United States declared a national emergency concerning the COVID-19 outbreak, and shortly thereafter many states and municipalities also declared public health emergencies. Along with these declarations, extraordinary and wide-ranging actions were taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including quarantines, “shelter-in-place” orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.

In response to these steps and as we assessed the risk to our employees, trade partners and customers, in March, we instituted the following actions:


Placed restrictions on business travel for our employees and imposed mandatory quarantine periods for employees who traveled to areas impacted by the pandemic;
Closed our sales centers, model homes, and design centers to the general public and shifted to appointment-only interactions with our customers where permitted, following recommended distancing and other health and safety protocols when meeting in person with a customer;
Enhanced our virtual sales tools to give customers the ability to shop for a new home from their mobile device or personal computer;
Closed the public gathering spaces of our amenity centers as well as community pools and athletic facilities;
Modified our corporate and division office functions in order to allow all of our employees to work remotely except for essential minimum basic operations which could only be done in an office setting;
Eliminated non-emergency warranty work in our customers’ homes;
Modified much of our customer interactions around the mortgage origination and closing process to be virtual and minimize in-person interactions; and
Modified our construction operations to enforce enhanced safety protocols around social distancing, hygiene, and health screening.

The severity of these restrictions and the date we resumed more normal operations varied by market during the second quarter based on the reductions in restrictions under "shelter in place" orders and improvement in public health conditions. While all of the above-referenced steps were necessary and appropriate in light of the COVID-19 pandemic, they have impacted our ability to operate our business in its ordinary and traditional course. Those restrictions, combined with a reduction in the availability, capacity, and efficiency of municipal and private services necessary to progress land development, homebuilding, mortgage loan originations, and home sales, which in each case varied by market depending on the scope of the restrictions local authorities have established, tempered our sales pace and delayed home construction and deliveries in the latter part of March and through April. The inconsistent pace of recovery from the cessation of normal activities earlier this year continues to impact our ability to start homes and advance production at typical paces in some markets through the date of this report.

While our operations are now fully functioning, subject to regulated restrictions and safety constraints we have enacted in order to protect our employees, trade contractors, and customers, the current resurgence of the COVID pandemic in key areas of our operations may require us to implement restrictions on our operations. The potential magnitude or duration of the business and economic impacts from the unprecedented public health effort to contain and combat the spread of COVID-19 are uncertain and could include, among other things, significant volatility in financial markets. We can provide no assurance as to whether the COVID-19 public health effort will be intensified to such an extent that we will not be able to conduct any business operations in certain of our served markets or at all for an indefinite period. In addition, efforts by local governments and agencies to lift restrictions on individuals’ daily activities and businesses’ normal operations may result in a resurgence of a pandemic or epidemic like COVID-19 and potentially prolong and intensify the impact of the crisis. There are no reliable estimates of how long the COVID-19 pandemic will last or how severe it may be, and therefore, the unpredictability of the current economic and public health conditions will continue to evolve.

Our business could also be negatively impacted over the medium-to-longer term if the disruptions related to COVID-19 decrease consumer confidence generally or with respect to purchasing a home; cause civil unrest; or precipitate a prolonged economic downturn and/or an extended rise in unemployment or tempering of wage growth, any of which could lower demand for our products, impair our ability to sell and build homes in a typical manner or at all, generate revenues and cash flows, and/or access the capital or lending markets (or significantly increase the costs of doing so), as may be necessary to sustain our business; increase the costs or decrease the supply of building materials or the availability of subcontractors and other talent, including as a result of infections or medically necessary or recommended self-quarantining, or governmental mandates to direct production activities to support public health efforts; and/or result in our recognizing charges in future periods, which may be material, for inventory impairments or land option contract abandonments, or both, related to our current inventory assets. The unprecedented uncertainty surrounding COVID-19, due to rapidly changing governmental directives, public health challenges and progress, macroeconomic consequences, and market reactions thereto, also makes it more challenging for our management to estimate the future performance of our business and develop strategies to generate growth or achieve our initial or any revised objectives for 2020.

Should the adverse impacts described above (or others that are currently unknown) occur, whether individually or collectively, we would expect to experience, among other things, increases in the cancellation rates for homes in our backlog, and decreases in our net orders, homes delivered, revenues, and profitability, as we experienced in the first few weeks of our second quarter. Such impacts could be material to our consolidated financial statements in future reporting periods. We could also be forced to

reduce our average selling prices in order to generate consumer demand or in reaction to competitive pressures. In addition, should the COVID-19 public health effort intensify to such an extent that we cannot operate in most or all of our served markets, we could generate few or no orders and deliver few, if any, homes during the applicable period, which could be prolonged. Along with a potential increase in cancellations of home purchase contracts, if there are prolonged government restrictions on our business and our customers, and/or an extended economic recession, we could be unable to produce revenues and cash flows sufficient to conduct our business; meet the terms of our covenants and other requirements under our debt obligations, and/or mortgages and land contracts due to land sellers and other loans; service our outstanding debt; or pay any dividends to our stockholders. Such circumstances could, among other things, exhaust our available liquidity (and ability to access liquidity sources) and/or trigger an acceleration to pay a significant portion or all of our then-outstanding debt obligations, which we may be unable to do.

While the economic impact of COVID-19 may be reduced by financial assistance under the Coronavirus Aid, Relief, and Economic Security (CARES) Act or other similar COVID-19 related federal and state programs, such programs may not have a positive impact on our business.



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
 

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) (2)
July 1, 2020 to July 30, 2020
 $
 
 $429,872
August 1, 2020 to August 31, 2020
 $
 
 $429,872
September 1, 2020 to September 30, 2020
 $
 
 $429,872
Total
 $
 
  

Total number
of shares
purchased (1)

Average
price paid
per share

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) (2)
January 1, 2021 to January 31, 2021966,694 $43.33 966,694 $312,983 
February 1, 2021 to February 28, 2021935,919 $46.36 935,919 $269,597 
March 1, 2021 to March 31, 20211,430,486 $47.84 1,430,486 $201,170 
Total3,333,099 $46.11 3,333,099 
 

(1)During the nine months ended September 30, 2020, participants surrendered 0.3 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 and are excluded from the table above.

(2)The Board of Directors approved a share repurchase authorization totaling $500.0 million in January 2018 and an increase of $500.0 million to such authorization in May 2019. There is no expiration date for this program, under which $429.9 million remained as of September 30, 2020. During the nine months ended September 30, 2020, we repurchased 2.8 million shares for a total of $95.7 million under this program.
(1)     In the three months ended March 31, 2021, participants surrendered 0.2 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 and are excluded from the table above.

(2)     The Board of Directors approved a share repurchase authorization totaling $500.0 million in May 2019. In the three months ended March 31, 2021, we repurchased 3.3 million shares for a total of $153.7 million under the share repurchase program authorized by our Board of Directors. There is no expiration date for this program, under which $201.2 million remained as of March 31, 2021. On April 26, 2021, the Board of Directors approved an additional share repurchase authorization of $1.0 billion under the program.

Item 6. Exhibits

Exhibit Number and Description
3(a)
(b)
(c)
(d)
(e)
39


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)

(f)
1031(a)

31(a)
(b)
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101.INS
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020,March 31, 2021, formatted in Inline XBRL
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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.
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:October 22, 2020April 27, 2021



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