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美國

證券交易委員會

華盛頓特區 20549

表格 10-Q

☒			根據13或15(d)條款的季度報告
			1934年證券交易所法案的一部分

截至2024年6月30日季度結束 2024年9月30日

或

☐			根據第13或第15(d)條規定的過渡報告
			1934年證券交易所法

委員會檔案編號 1-9804

PULTEGROUP, INC.

（依憑徵本公司公司章程之正確名稱） 

密西根			38-2766606
(依據所在地或其他管轄區) 的註冊地或組織地點)			(國稅局雇主 識別號碼)

3350 Peachtree Road NE，1500室
亞特蘭大，			佐治亞州			30326
(主要行政辦公室的地址)（郵政編碼）

註冊人電話號碼（包括區號）：			404			978-6400

根據法案第12(b)條規定註冊的證券：

每種類別的名稱

交易標的（s）

每個註冊交易所的名稱

普通股，面值 $0.01

執行副總裁兼財務長

紐約證券交易所

A 系初級參與優先股購買權

紐約證券交易所

請用勾劃標示出是否公司：（1）過去12個月內已提交證券交易法 1934 年第 13條或 15(d)條要求提交的所有報告（或對於公司需要提交該報告的較短期間），以及（2）過去90天公司一直受到該提交要求的影響。Yes  [X]   沒有  [ ]

請打勾號表明註冊人是否根據《S-t條例405條規定（本章節232.405號）的規定，在過去12個月內（或註冊人需要提交此類文件的更短期限內），已提交每個交互數據文件。 Yes [X] 不 [ ]

請勾選登記人是否為大型加速報告者、加速報告者、非加速報告者、小型報告公司或新興成長公司。詳細定義請參見《交易所法》第120億2條中的「大型加速報告者」、「加速報告者」、「小型報告公司」及「新興成長公司」。(請勾選一項)：

大型加速歸檔人

加速歸檔人

非加速申報者

小型報告公司

新興成長型企業

☒

☐

☐

☐

☐

如果一家新興成長型公司，請勾選選框表示申報人已選擇不使用根據交易所法第13(a)條提供之遵守任何新的或修訂的財務會計準則的延長過渡期。 [ ]

用核取方框表示，登記公司是否屬於外殼公司（如交易所法120億2條所定義）。

Yes

☐

不

☒

截至2024年10月15日流通的普通股數量： 205,082,181

1

---

PULTEGROUP, INC.

目錄

						頁面 編號
第I部分			財務信息
項目 1			基本報表
			資產負債表綜合表於 九月 2024年12月31日及2023年12月31日			3
			三個和 九 截至之月份 九月 2024年和2023年			4
			三及集團股東權益變動表 九 截至之月份 九月 30，2024年和2023年			5
			截至基本報表日期之合併現金流量表： 九 截至之月份 九月 2024年和2023年			7
			附註至簡明綜合財務報表			8
項目2			管理層對財務狀況和營運成果的討論與分析			22
項目 3			市場風險的定量和定性披露。			36
項目4			內部控制及程序			38
第二部分			其他資訊			38
項目 1			法律訴訟			38
項目1A			風險因素			38
項目2			股票權益的未註冊銷售和資金用途			38
條款5			其他資訊			38
條款6			展品			39
			簽名			41

2

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PART I. FINANCIAL INFORMATION

Item 1.      Financial Statements

PULTEGROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($000’s omitted)

 

			September 30, 2024						December 31, 2023
			(Unaudited)
ASSETS
Cash and equivalents			$	1,397,664					$	1,806,583
Restricted cash			57,472						42,594
Total cash, cash equivalents, and restricted cash			1,455,136						1,849,177
House and land inventory			12,641,932						11,795,370
Land held for sale			24,914						23,831
Residential mortgage loans available-for-sale			556,664						516,064
Investments in unconsolidated entities			213,022						166,913
Other assets			1,897,985						1,545,667
Goodwill			68,930						68,930
Other intangible assets			48,802						56,338
Deferred tax assets			47,708						64,760
			$	16,955,093					$	16,087,050
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable			$	704,663					$	619,012
Customer deposits			597,820						675,091
Deferred tax liabilities			401,142						302,155
Accrued and other liabilities			1,539,476						1,645,690
Financial Services debt			524,093						499,627
Notes payable			1,623,686						1,962,218
			5,390,880						5,703,793
Shareholders' equity			11,564,213						10,383,257
			$	16,955,093					$	16,087,050

See accompanying Notes to Condensed Consolidated Financial Statements.

3

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PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(000’s omitted, except per share data)

(Unaudited)

 

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Revenues:
Homebuilding
Home sale revenues			$	4,343,227					$	3,886,908					$	12,610,981					$	11,433,476
Land sale and other revenues			19,284						39,905						96,327						107,575
			4,362,511						3,926,813						12,707,308						11,541,051
Financial Services			113,831						76,720						317,848						226,875
Total revenues			4,476,342						4,003,533						13,025,156						11,767,926
Homebuilding Cost of Revenues:
Home sale cost of revenues			(3,091,267)						(2,739,596)						(8,897,835)						(8,068,287)
Land sale and other cost of revenues			(25,287)						(35,007)						(101,204)						(92,467)
			(3,116,554)						(2,774,603)						(8,999,039)						(8,160,754)
Financial Services expenses			(58,905)						(46,431)						(159,615)						(137,244)
Selling, general, and administrative expenses			(406,897)						(353,167)						(1,125,637)						(1,004,323)
Equity income from unconsolidated entities, net			2,508						891						42,577						4,348
Other income, net			9,702						17,091						39,709						32,496
Income before income taxes			906,196						847,314						2,823,151						2,502,449
Income tax expense			(208,282)						(208,539)						(653,128)						(611,070)
Net income			$	697,914					$	638,775					$	2,170,023					$	1,891,379
Per share:
Basic earnings			$	3.38					$	2.92					$	10.36					$	8.49
Diluted earnings			$	3.35					$	2.90					$	10.28					$	8.45
Cash dividends declared			$	0.20					$	0.16					$	0.60					$	0.48
Number of shares used in calculation:
Basic			206,774						218,288						209,374						221,832
Effect of dilutive securities			1,686						1,394						1,683						1,152
Diluted			208,460						219,682						211,057						222,984

See accompanying Notes to Condensed Consolidated Financial Statements.

4

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PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(000's omitted)

(Unaudited)

															Additional Paid-in Capital												Retained Earnings						Total
			Common Stock
			Shares						$
Shareholders' equity, June 30, 2024			207,905						$	2,079					$	3,403,327											$	7,817,417					$	11,222,823
Share issuances			9						—						—												—						—
Dividends declared			—						—						—												(41,551)						(41,551)
Share repurchases			(2,539)						(25)						—												(319,975)						(320,000)
Excise tax on share repurchases			—						—						—												(3,189)						(3,189)
Cash paid for shares withheld for taxes			—						—						—												(840)						(840)
Share-based compensation			—						—						9,056												—						9,056
Net income			—						—						—												697,914						697,914
Shareholders' equity, September 30, 2024			205,375						$	2,054					$	3,412,383											$	8,149,776					$	11,564,213
Shareholders' equity, December 31, 2023			212,558						$	2,126					$	3,368,407											$	7,012,724					$	10,383,257
Share issuances			421						4						9,288												—						9,292
Dividends declared			—						—						—												(126,233)						(126,233)
Share repurchases			(7,604)						(76)						—												(879,923)						(879,999)
Excise tax on share repurchases			—						—						—												(8,352)						(8,352)
Cash paid for shares withheld for taxes			—						—						—												(18,463)						(18,463)
Share-based compensation			—						—						34,688												—						34,688
Net income			—						—						—												2,170,023						2,170,023
Shareholders' equity, September 30, 2024			205,375						$	2,054					$	3,412,383											$	8,149,776					$	11,564,213

5

---

															Additional Paid-in Capital												Retained Earnings						Total
			Common Stock
			Shares						$
Shareholders' equity, June 30, 2023			219,892						$	2,199					$	3,354,318											$	6,348,508					$	9,705,025
Share issuances			1						—						—												—						—
Dividends declared			—						—						—												(35,020)						(35,020)
Share repurchases			(3,758)						(38)						—												(299,962)						(300,000)
Excise tax on share repurchases			—						—						—												(3,000)						(3,000)
Cash paid for shares withheld for taxes			—						—						—												(20)						(20)
Share-based compensation			—						—						6,741												—						6,741
Net income			—						—						—												638,775						638,775
Shareholders' equity, September 30, 2023			216,135						$	2,161					$	3,361,059											$	6,649,281					$	10,012,501
Shareholders' equity, December 31, 2022			225,840						$	2,258					$	3,330,138											$	5,581,702					$	8,914,098
Share issuances			474						4						4,838												—						4,842
Dividends declared			—						—						—												(106,792)						(106,792)
Share repurchases			(10,179)						(101)						—												(699,899)						(700,000)
Excise tax on share repurchases			—						—						—												(6,701)						(6,701)
Cash paid for shares withheld for taxes			—						—						—												(10,408)						(10,408)
Share-based compensation			—						—						26,083												—						26,083
Net income			—						—						—												1,891,379						1,891,379
Shareholders' equity, September 30, 2023			216,135						$	2,161					$	3,361,059											$	6,649,281					$	10,012,501

See accompanying Notes to Condensed Consolidated Financial Statements.

6

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PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($000’s omitted)

(Unaudited)

			Nine Months Ended
			September 30,
			2024						2023
Cash flows from operating activities:
Net income			$	2,170,023					$	1,891,379
Adjustments to reconcile net income to net cash from operating activities:
Deferred income tax expense			116,013						132,389
Land-related charges			19,929						16,978
Depreciation and amortization			64,975						59,765
Equity income from unconsolidated entities			(42,577)						(4,348)
Distributions of income from unconsolidated entities			2,557						4,564
Share-based compensation expense			39,247						38,401
Other, net			(74)						(863)
Increase (decrease) in cash due to:
Inventories			(805,331)						(173,377)
Residential mortgage loans available-for-sale			(45,184)						262,637
Other assets			(366,279)						(142,131)
Accounts payable, accrued and other liabilities			(40,115)						(177,050)
Net cash provided by operating activities			1,113,184						1,908,344
Cash flows from investing activities:
Capital expenditures			(94,065)						(67,561)
Investments in unconsolidated entities			(15,105)						(18,059)
Distributions of capital from unconsolidated entities			9,017						2,316
Other investing activities, net			(8,197)						(11,727)
Net cash used in investing activities			(108,350)						(95,031)
Cash flows from financing activities:
Repayments of notes payable			(350,453)						(86,794)
Financial Services borrowings (repayments), net			24,465						(161,254)
Debt issuance costs			—						(1,500)
Proceeds from liabilities related to consolidated inventory not owned			46,256						108,707
Payments related to consolidated inventory not owned			(94,121)						(49,379)
Share repurchases			(879,999)						(700,000)
Cash paid for shares withheld for taxes			(18,463)						(10,409)
Dividends paid			(126,560)						(107,676)
Net cash used in financing activities			(1,398,875)						(1,008,305)
Net increase (decrease) in cash, cash equivalents, and restricted cash			(394,041)						805,008
Cash, cash equivalents, and restricted cash at beginning of period			1,849,177						1,094,553
Cash, cash equivalents, and restricted cash at end of period			$	1,455,136					$	1,899,561
Supplemental Cash Flow Information:
Interest paid (capitalized), net			$	20,144					$	11,048
Income taxes paid (refunded), net			$	546,344					$	546,871

See accompanying Notes to Condensed Consolidated Financial Statements.

7

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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 agency 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, 2023.

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").

Other income, net

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

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Write-offs of deposits and pre-acquisition costs			$	(4,732)					$	(2,456)					$	(12,406)					$	(9,629)
Amortization of intangible assets			(2,498)						(2,623)						(7,536)						(7,915)
Gain (loss) on debt retirement			—						362						(222)						362
Interest income			13,748						19,303						48,268						41,701
Interest expense			(120)						(120)						(352)						(347)
Miscellaneous, net			3,304						2,625						11,957						8,324
Other income, net			$	9,702					$	17,091					$	39,709					$	32,496

8

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue recognition

Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer, and 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 $597.8 million and $675.1 million at September 30, 2024 and December 31, 2023, 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 Services revenues - Loan origination fees, commitment fees, and discount points are recognized upon loan origination. Expected gains and losses from the sale of residential mortgage loans and their related servicing rights are included in the measurement of interest rate lock commitments ("IRLCs") that are accounted for at fair value through Financial Services revenues at the time of commitment. Subsequent changes in the fair value of IRLCs and residential mortgage loans available-for-sale 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, and are accrued from the date a mortgage loan is originated until the date that the servicing rights are sold.

Revenues associated with our title operations are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur as each home is closed. Insurance agency 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. The related contract assets for estimated future renewal commissions are included in other assets and totaled $87.2 million and $74.0 million at September 30, 2024 and December 31, 2023, respectively.

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, 2024 and December 31, 2023, residential mortgage loans available-for-sale had an aggregate fair value of $556.7 million and $516.1 million, respectively, and an aggregate outstanding principal balance of $554.1 million and $508.5 million, respectively. Net gains from the sale of mortgages were $62.0 million and $33.7 million for the three months ended September 30, 2024 and 2023, respectively, and $173.2 million and $102.8 million for the nine months ended September 30, 2024 and 2023, respectively, and have been included in Financial Services revenues.

Derivative instruments and hedging activities

We are party to IRLCs with customers resulting from our mortgage origination operations. At September 30, 2024 and December 31, 2023, we had aggregate IRLCs of $724.1 million and $404.7 million, respectively. Since we can terminate a loan commitment if the borrower does not comply with the terms of the contract, and some loan commitments may expire without being drawn upon, these commitments do not necessarily represent future cash requirements.

We hedge our exposure to interest rate market risk relating to residential mortgage loans available-for-sale and IRLCs using forward contracts on mortgage-backed securities, which are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price, and whole loan investor commitments, which are obligations of an investor to buy loans at a specified price within a specified time period. Forward contracts on mortgage-backed securities are the predominant derivative financial instruments we use to minimize market risk during the period from the time we extend an interest rate lock to a loan applicant until the time the loan is sold to an investor. At September 30, 2024 and December 31, 2023, we had unexpired forward contracts of $1.1 billion and $745.0 million, respectively, and whole loan investor commitments of $298.7 million and $207.9 million, respectively. Changes in the fair value of IRLCs and other derivative

9

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 90 days. The fair values of derivative instruments and their locations in the Condensed Consolidated Balance Sheets are summarized below ($000’s omitted):

 

			September 30, 2024												December 31, 2023
			Other Assets						Accrued and Other Liabilities						Other Assets						Accrued and Other Liabilities
Interest rate lock commitments			$	2,695					$	11,361					$	3,926					$	1,506
Forward contracts			2,593						11,845						110						26,104
Whole loan commitments			80						127						24						47
			$	5,368					$	23,333					$	4,060					$	27,657

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 unvested restricted share units and other potentially dilutive instruments.

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. A decreasing number of our outstanding restricted share units are considered participating securities such that there was no impact for the three and nine months ended September 30, 2024. The following table presents a reconciliation of the Numerator used in the earnings per share calculation for the three and nine months ended September 30, 2023 (000's omitted, except per share data):

									Three Months Ended												Nine Months Ended
									September 30,												September 30,
									2023												2023
Numerator:
Net income									$	638,775											$	1,891,379
Less: earnings distributed to participating securities									(121)												(369)
Less: undistributed earnings allocated to participating securities									(2,083)												(6,685)
Numerator for basic earnings per share									$	636,571											$	1,884,325
Add back: undistributed earnings allocated to participating securities									2,083												6,685
Less: undistributed earnings reallocated to participating securities									(2,066)												(6,636)
Numerator for diluted earnings per share									$	636,588											$	1,884,374

10

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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. Our assets exposed to credit losses consist primarily of insurance receivables, contract assets related to insurance agency commissions, accounts receivable, 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, 2024.

New accounting pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for us for annual periods beginning on or after January 1, 2024 and interim periods beginning on or after January 1, 2025. We are currently evaluating the impact ASU 2023-07 will have on our financial statement disclosures.

In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded disclosure of our income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning on or after January 1, 2025. We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures.

2. Inventory

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

			September 30, 2024						December 31, 2023
Homes under construction			$	6,056,408					$	5,262,850
Land under development			6,016,314						5,805,993
Raw land			502,494						606,005
Consolidated inventory not owned (a)			66,716						120,522
			$	12,641,932					$	11,795,370

(a)    Consolidated inventory not owned includes land sold to third parties for which the Company retains a repurchase option.

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												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Interest in inventory, beginning of period			$	149,362					$	141,994					$	139,078					$	137,262
Interest capitalized			26,443						31,659						86,346						95,388
Interest expensed			(29,708)						(33,643)						(79,327)						(92,640)
Interest in inventory, end of period			$	146,097					$	140,010					$	146,097					$	140,010

11

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 may serve to reduce 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 income, net. See Note 1.

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, 2024 or December 31, 2023 because we determined that we were not any VIE's 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, 2024 and December 31, 2023 ($000’s omitted):

 

			September 30, 2024																		December 31, 2023
			Deposits and Pre-acquisition Costs						Remaining Purchase Price												Deposits and Pre-acquisition Costs						Remaining Purchase Price
Land options with VIEs			$	313,562					$	2,603,779											$	238,070					$	1,916,558
Other land options			632,058						5,498,859												466,139						4,531,566
			$	945,620					$	8,102,638											$	704,209					$	6,448,124

Land-related charges

Our evaluations for land-related charges are based on our best estimates of the future cash flows from 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 six reportable segments:

Northeast:						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, Colorado, Nevada, New Mexico, Oregon, Utah, Washington

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

12

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

			Operating Data by Segment ($000’s omitted)
			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Revenues:
Northeast			$	265,395					$	234,475					$	723,096					$	684,495
Southeast			666,807						646,927						2,155,684						2,009,556
Florida			1,181,792						1,220,036						3,670,848						3,525,623
Midwest			660,694						543,772						1,847,562						1,412,102
Texas			569,663						487,521						1,694,259						1,587,752
West			1,018,160						794,082						2,615,859						2,321,523
			4,362,511						3,926,813						12,707,308						11,541,051
Financial Services			113,831						76,720						317,848						226,875
Consolidated revenues			$	4,476,342					$	4,003,533					$	13,025,156					$	11,767,926
Income (loss) before income taxes:
Northeast			$	56,805					$	52,265					$	157,148					$	150,227
Southeast			145,725						144,643						494,613						469,653
Florida			270,428						316,113						884,656						904,916
Midwest			134,391						105,267						352,519						242,552
Texas			95,244						99,433						298,724						305,552
West			152,973						107,537						376,312						307,537
Other homebuilding (a)			(4,296)						(6,893)						99,896						32,666
			851,270						818,365						2,663,868						2,413,103
Financial Services			54,926						28,949						159,283						89,346
Consolidated income before income taxes			$	906,196					$	847,314					$	2,823,151					$	2,502,449

(a)Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the other segments. Other homebuilding also includes insurance reserve reversals of $78.7 million for the nine months ended September 30, 2024, and $66.2 million for the nine months ended September 30, 2023, (see Note 8), and a gain of $37.7 million for the nine months ended September 30, 2024 related to the sale of our minority interest in a joint venture.

13

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

			Operating Data by Segment ($000’s omitted)
			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Land-related charges (a):
Northeast			$	5,890					$	197					$	7,494					$	266
Southeast			188						2,616						2,744						5,643
Florida			1,085						338						2,002						2,430
Midwest			188						282						835						886
Texas			1,257						59						1,764						388
West			3,352						2,889						4,796						6,689
Other homebuilding			171						487						294						676
			$	12,131					$	6,868					$	19,929					$	16,978

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

			Operating Data by Segment
			($000's omitted)
			September 30, 2024
			Homes Under Construction						Land Under Development						Raw Land						Consolidated Inventory Not Owned						Total Inventory						Total Assets
Northeast			$	416,146					$	307,118					$	4,175					$	—					$	727,439					$	863,828
Southeast			781,382						1,012,198						43,900						10,830						1,848,310						2,173,809
Florida (a)			1,372,237						1,444,069						134,885						22,815						2,974,006						3,613,361
Midwest			718,718						667,987						15,435						3,279						1,405,419						1,587,979
Texas			618,259						797,086						107,231						29,792						1,552,368						1,840,163
West			2,117,307						1,408,440						188,767						—						3,714,514						4,263,595
Other homebuilding (b)			32,359						379,416						8,101						—						419,876						1,682,875
			6,056,408						6,016,314						502,494						66,716						12,641,932						16,025,610
Financial Services			—						—						—						—						—						929,483
			$	6,056,408					$	6,016,314					$	502,494					$	66,716					$	12,641,932					$	16,955,093

14

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

			Operating Data by Segment
			($000's omitted)
			December 31, 2023
			Homes Under Construction						Land Under Development						Raw Land						Consolidated Inventory Not Owned						Total Inventory						Total Assets
Northeast			$	312,903					$	337,130					$	4,091					$	—					$	654,124					$	775,316
Southeast			786,698						826,240						80,451						27,963						1,721,352						1,994,492
Florida (a)			1,405,934						1,211,087						205,843						48,139						2,871,003						3,420,924
Midwest			621,144						685,139						14,265						3,472						1,324,020						1,476,166
Texas			634,574						721,032						101,394						40,948						1,497,948						1,686,609
West			1,473,617						1,688,498						190,082						—						3,352,197						3,752,089
Other homebuilding (b)			27,980						336,867						9,879						—						374,726						2,140,954
			5,262,850						5,805,993						606,005						120,522						11,795,370						15,246,550
Financial Services			—						—						—						—						—						840,500
			$	5,262,850					$	5,805,993					$	606,005					$	120,522					$	11,795,370					$	16,087,050

 

(a)Florida includes goodwill of $28.6 million, net of cumulative impairment charges of $20.2 million.

(b)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. Other homebuilding also includes goodwill of $40.4 million.

4. Debt

Notes payable

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

			September 30, 2024						December 31, 2023
5.500% unsecured senior notes due March 2026 (a)			$	251,867					$	455,424
5.000% unsecured senior notes due January 2027 (a)			337,277						443,875
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)			(6,597)						(8,047)
Total senior notes			$	1,582,547					$	1,891,252
Other notes payable			41,139						70,966
Notes payable			$	1,623,686					$	1,962,218
Estimated fair value			$	1,757,342					$	2,080,187

(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 nine months ended September 30, 2024, we completed repurchases of $193.4 million and $106.6 million aggregate principal amount of our unsecured senior notes scheduled to mature in 2026 and 2027, respectively, through a cash tender offer. Our total repurchases in the nine months ended September 30, 2024, including open market repurchases, were $310.2 million.

15

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Other notes payable

Other notes payable include non-recourse and limited recourse notes with third parties that totaled $41.1 million and $71.0 million at September 30, 2024 and December 31, 2023, respectively. These notes have maturities ranging up to six years, are secured by the applicable land positions to which they relate, and generally have no recourse to other assets. The stated interest rates on these notes range up to 5%. We recorded $10.8 million and $35.3 million of inventory through seller financing in the nine months ended September 30, 2024 and 2023, respectively.

Revolving credit facility

We maintain a revolving credit facility (the "Revolving Credit Facility") maturing in June 2027 that has a maximum borrowing capacity of $1.3 billion and contains an uncommitted accordion feature that could increase the capacity to $1.8 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, up to the maximum borrowing capacity. The interest rate on borrowings under the Revolving Credit Facility may be based on either the Secured Overnight Financing Rate or a base rate plus an applicable margin, as defined therein. The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving Credit Facility). We were in compliance with all covenants and requirements as of September 30, 2024. Outstanding balances under the Revolving Credit Facility are guaranteed by certain of our wholly-owned subsidiaries.

At September 30, 2024, we had no borrowings outstanding, $310.9 million of letters of credit issued, and $939.1 million of remaining capacity under the Revolving Credit Facility. At December 31, 2023, we had no borrowings outstanding, $312.7 million of letters of credit issued, and $937.3 million of remaining capacity under the Revolving Credit Facility.

Joint venture debt

At September 30, 2024, aggregate outstanding debt of unconsolidated joint ventures was $35.2 million.

Financial Services debt

Pulte Mortgage maintains a master repurchase agreement with third-party lenders (as amended, the "Repurchase Agreement") that matures on August 13, 2025. The maximum aggregate commitment under the Repurchase Agreement was $675.0 million at September 30, 2024 and will decrease to $650.0 million on January 14, 2025, which continues until maturity. The Repurchase Agreement also contains an accordion feature that could increase the commitment by $50.0 million above its active commitment level. 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. At September 30, 2024, Pulte Mortgage had $524.1 million outstanding at a weighted-average interest rate of 6.65% and $150.9 million of remaining capacity under the Repurchase Agreement. At December 31, 2023, Pulte Mortgage had $499.6 million outstanding at a weighted-average interest rate of 7.15% and $350.4 million of remaining capacity under the prior agreement replaced by the Repurchase Agreement. Pulte Mortgage was in compliance with all covenants and requirements as of September 30, 2024.

5. Shareholders’ equity

In the nine months ended September 30, 2024, we declared cash dividends totaling $126.2 million and repurchased 7.6 million shares under our repurchase authorization for $880.0 million. In the nine months ended September 30, 2023, we declared cash dividends totaling $106.8 million and repurchased 10.2 million shares under our repurchase authorization for $700.0 million. On January 30, 2024, the Board of Directors increased our share repurchase authorization by $1.5 billion. At September 30, 2024, we had remaining authorization to repurchase $1.0 billion of common shares.

Under our share-based compensation plans, we accept shares as payment under certain conditions related to the vesting of shares, generally related to the payment of minimum tax obligations. In the nine months ended September 30, 2024 and 2023, participants surrendered shares valued at $18.5 million and $10.4 million, respectively, under these plans. Such share transactions are excluded from the above noted share repurchase authorization.

16

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. Income taxes

Our effective tax rate was 23.0% and 23.1% for the three and nine months ended September 30, 2024, respectively, compared with 24.6% and 24.4% for the same periods in 2023. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense. Income tax expense for the three and nine months ended September 30, 2024 also includes a benefit of $14.3 million associated with the purchase of transferable federal renewable energy tax credits. Income tax expense for the nine months ended September 30, 2024 also reflects a reduction in income tax liabilities totaling $13.2 million related to the favorable resolution of uncertain state tax positions.

At September 30, 2024 and December 31, 2023, we had net deferred tax liabilities of $353.4 million and $237.4 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 $40.7 million and $58.2 million of gross unrecognized tax benefits at September 30, 2024 and December 31, 2023, respectively. Additionally, we had accrued interest and penalties of $1.8 million and $6.3 million at September 30, 2024 and December 31, 2023, 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 1						Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2						Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active.
Level 3						Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Financial Instrument						Fair Value Hierarchy						Fair Value
												September 30, 2024						December 31, 2023
Measured at fair value on a recurring basis:
Residential mortgage loans available-for-sale						Level 2						$	556,664					$	516,064
IRLCs						Level 2						(8,666)						2,420
Forward contracts						Level 2						(9,252)						(25,994)
Whole loan commitments						Level 2						(47)						(23)
Measured at fair value on a non-recurring basis:
House and land inventory						Level 3						$	6,989					$	12,906
Land held for sale						Level 2						6,000						—
Disclosed at fair value:
Cash, cash equivalents, and restricted cash						Level 1						$	1,455,136					$	1,849,177
Financial Services debt						Level 2						524,093						499,627
Senior notes payable						Level 2						1,716,203						2,009,221
Other notes payable						Level 2						41,139						70,966

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 IRLCs, including the value of servicing rights, and forward contracts on mortgage-backed securities are valued based on market prices for similar instruments. Fair values for whole loan commitments are based on market prices for similar instruments from the specific whole loan investor.

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 $1.6 billion and $1.9 billion at September 30, 2024 and December 31, 2023, respectively.

8. Commitments and contingencies

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 $310.9 million and $2.8 billion, respectively, at September 30, 2024 and $312.7 million and $2.4 billion, respectively, at December 31, 2023. 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.

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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.

Warranty liabilities

Home buyers 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,
			2024						2023						2024						2023
Warranty liabilities, beginning of period			$	127,533					$	106,136					$	120,393					$	108,348
Reserves provided			28,009						29,412						85,368						74,598
Payments			(28,319)						(24,984)						(79,953)						(75,313)
Other adjustments			2,818						1,747						4,233						4,678
Warranty liabilities, end of period			$	130,041					$	112,311					$	130,041					$	112,311

Self-insured risks

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

Our general liability insurance includes coverage for certain construction defects. While construction defect claims can relate to a variety of circumstances, the majority of our claims relate to alleged problems with siding, plumbing, foundations and other concrete work, windows, roofing, and heating, ventilation, and air conditioning systems. The availability of general liability insurance for the homebuilding industry and its subcontractors has become increasingly limited, and the insurance policies available require us to maintain significant per occurrence and aggregate retention levels. In certain instances, we may offer our subcontractors the opportunity to purchase insurance through one of our captive insurance subsidiaries or participate in a project-specific insurance program provided by us. Policies issued by our captive insurance subsidiaries represent self-insurance of these risks by us. 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.

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Our insurance coverage typically requires a per occurrence retention 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 numerous 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 $517.7 million and $563.1 million at September 30, 2024 and December 31, 2023, 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 76% and 77% of the total general liability reserves at September 30, 2024 and December 31, 2023, 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.

Volatility in both national and local housing market conditions may 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 time 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. 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 $78.7 million during the nine months ended September 30, 2024, and $66.2 million during the nine months ended September 30, 2023, 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. There were no material adjustments to individual claims. 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												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Balance, beginning of period			$	506,523					$	605,192					$	563,103					$	635,857
Reserves provided			20,281						20,578						62,656						70,050
Adjustments to previously recorded reserves			—						(789)						(78,708)						(66,209)
Payments, net			(9,149)						(2,000)						(29,396)						(16,717)
Balance, end of period			$	517,655					$	622,981					$	517,655					$	622,981

20

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PULTEGROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Leases

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

    

ROU assets are classified within other assets on the balance sheet, while lease liabilities are classified within accrued and other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets and lease liabilities were $72.7 million and $85.5 million at September 30, 2024, respectively, and $77.4 million and $91.6 million at December 31, 2023, respectively. In the three and nine months ended September 30, 2024 we recorded an additional $3.6 million and $9.1 million, respectively, of lease liabilities under operating leases, and $1.3 million and $9.6 million in the comparable prior year periods. Payments on lease liabilities in the three and nine months ended September 30, 2024 totaled $5.9 million and $17.6 million, respectively, and $6.1 million and $17.4 million in the comparable prior year periods.

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. In the three and nine months ended September 30, 2024 our total lease expense was $15.3 million and $45.5 million, respectively, and $13.5 million and $42.0 million in the comparable prior year periods. Our total lease expense is inclusive of variable lease costs of $2.3 million and $8.4 million in the three and nine months ended September 30, 2024, respectively, and $2.7 million and $8.9 million in the comparable prior year periods, as well as short-term lease costs of $6.2 million and $17.0 million in the three and nine months ended September 30, 2024, respectively, and $4.0 million and $12.8 million in the comparable prior year periods. Sublease income was de minimis.

The future minimum lease payments required under our leases as of September 30, 2024 were as follows ($000's omitted):

Years Ending December 31,
2024 (a)			$	9,555
2025			23,296
2026			17,490
2027			13,981
2028			11,408
Thereafter			18,309
Total lease payments (b)			94,039
Less: Interest (c)			(8,568)
Present value of lease liabilities (d)			$	85,471

(a)Remaining payments are for the three months ending December 31, 2024.

(b)Lease payments include options to extend lease terms that are reasonably certain of being exercised and exclude $53.5 million of legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2024.

(c)Our leases do not provide a readily determinable implicit rate. As a result, 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 4.8 years and 4.2%, respectively, at September 30, 2024.

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

The following discussion and analysis of our financial condition and results of operations are provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

The following is a summary of our operating results by line of business ($000's omitted, except per share data):

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Income before income taxes:
Homebuilding			$	851,270					$	818,365					$	2,663,868					$	2,413,103
Financial Services			54,926						28,949						159,283						89,346
Income before income taxes			906,196						847,314						2,823,151						2,502,449
Income tax expense			(208,282)						(208,539)						(653,128)						(611,070)
Net income			$	697,914					$	638,775					$	2,170,023					$	1,891,379
Diluted earnings per share			$	3.35					$	2.90					$	10.28					$	8.45

In 2022, the Federal Reserve began raising its benchmark interest rate in response to persistent inflation that began after the onset of the COVID-19 pandemic. These actions drove national mortgage and other interest rates higher and negatively impacted home affordability and consumer sentiment. Despite this rise in interest rates, demand for new homes generally remained strong during 2023 and into 2024. Despite a recent 50 bps cut in the Federal Reserve benchmark interest rate late in the third quarter of 2024, affordability remains challenged for housing due to the higher interest rates, house price increases, and general inflation in recent years as compared with historical levels. We have responded by adjusting sales prices where necessary and focusing sales incentives on closing cost incentives and mortgage interest rate buydowns. Additionally, the rate of customer order cancellations that spiked in 2022 in response to higher inflation and interest rate increases has now normalized to historical levels.

We operate our business to generate a consistent cadence of house starts and an appropriate inventory of quick move-in speculative ("spec") homes as we focus on turning our assets and delivering high returns on investment, which has allowed us to achieve an effective balance of price and pace. Within an evolving macroeconomic environment, consumers across all buyer segments and price points have continued demonstrating a strong desire for homeownership despite continued interest rate variability. During 2023 and the first nine months of 2024, through a combination of our ongoing construction cost reduction initiatives, construction pacing, and sales strategies that capitalized on periods of strong consumer demand, we were able to achieve historically strong financial results.

The supply chain constraints that arose in connection with the COVID-19 pandemic improved during 2023 and have continued to ease during the first nine months of 2024, which has contributed to a shortening of our production cycle times. The time required to construct a home was approximately seven weeks shorter at the end of the third quarter of 2024 compared to the comparable prior year period, and nearly two weeks shorter than at the end of the second quarter of 2024. This decrease in cycle times, coupled with our strong backlog and focus on spec home production, contributed to an increase in closings of 12% and 10% in the three and nine months ended September 30, 2024, respectively, over the comparable prior year periods. While production cycle times remain elevated versus our historical norms due to the availability of certain materials and construction labor, along with extended timelines for municipal approvals and inspections in certain geographies, we continue to make progress. Inflation also continues to impact our business, especially the cost of land and related development expenditures. Due to the length of our construction cycle times, there is a lag between when such cost changes occur and when they impact our operating results.

We remain focused on taking a measured approach to our capital allocation strategy in order to position ourselves to effectively respond to any potential future volatility in demand. Accordingly, we are focused on protecting liquidity and closely managing our cash flows while also continuing to focus on shareholder returns, including the following actions:

–Increasing our lot optionality within our land pipeline for increased flexibility;

–Producing sufficient levels of spec inventory (houses without customer orders) to service buyers seeking to close within 30 to 90 days;

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–Maintaining a focus on shareholder return through share buybacks and dividends, including a 25% increase in our dividends from $0.16 to $0.20 per share effective with our January 2024 dividend payment;

–Taking an opportunistic approach to repurchasing debt; and

–Maintaining ample liquidity.

The limited supply of both new and existing homes for sale, continuing low levels of unemployment, and demographics supporting housing demand remain favorable. We believe our strategic approach with respect to sales incentives, advertising, and our production cadence will enable us to meet consumer demand at the selling prices necessary to turn our inventory, maintain market share, and generate healthy returns. We remain confident in our ability to navigate this environment and to position the Company to take advantage of opportunities as they arise to support future growth and continued profitability and financial strength.

Homebuilding Operations

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

			Three Months Ended																		Nine Months Ended
			September 30,																		September 30,
			2024						2024 vs. 2023						2023						2024						2024 vs. 2023						2023
Home sale revenues			$	4,343,227					12		%				$	3,886,908					$	12,610,981					10		%				$	11,433,476
Land sale and other revenues			19,284						(52)		%				39,905						96,327						(10)		%				107,575
Total Homebuilding revenues			4,362,511						11		%				3,926,813						12,707,308						10		%				11,541,051
Home sale cost of revenues			(3,091,267)						13		%				(2,739,596)						(8,897,835)						10		%				(8,068,287)
Land sale and other cost of revenues			(25,287)						(28)		%				(35,007)						(101,204)						9		%				(92,467)
Selling, general, and administrative expenses ("SG&A") (a)			(406,897)						15		%				(353,167)						(1,125,637)						12		%				(1,004,323)
Equity income from unconsolidated   entities, net (b)			2,508						(c)						891						41,527						(c)						3,293
Other income, net			9,702						(47)		%				18,431						39,709						17		%				33,836
Income before income taxes			$	851,270					4		%				$	818,365					$	2,663,868					10		%				$	2,413,103
Supplemental data:
Gross margin from home sales			28.8		%				(70) bps						29.5		%				29.4		%				— bps						29.4		%
SG&A as a percentage of home   sale revenues (a)			9.4		%				30 bps						9.1		%				8.9		%				10 bps						8.8		%
Closings (units)			7,924						12		%				7,076						23,116						10		%				20,988
Average selling price			$	548					—		%				$	549					$	546					—		%				$	545
Net new orders:
Units			7,031						—		%				7,065						23,059						3		%				22,366
Dollars (d)			$	3,928,860					3		%				$	3,823,619					$	12,986,027					9		%				$	11,884,620
Cancellation rate			15		%										15		%				14		%										15		%
Average active communities			957						4		%				923						940						4		%				902
Backlog at September 30:
Units																					12,089						(11)		%				13,547
Dollars																					$	7,694,761					(5)		%				$	8,125,182

(a)SG&A includes insurance reserve reversals of $78.7 million for the nine months ended September 30, 2024, and $66.2 million for the nine months ended September 30, 2023, (see Note 8).

(b)Equity income from unconsolidated entities includes a gain of $37.7 million for the nine months ended September 30, 2024 related to the sale of our minority interest in a joint venture.

(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.

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Home sale revenues

Home sale revenues in the three and nine months ended September 30, 2024 were higher than the prior year period by $456.3 million and $1.2 billion, respectively. In the three months ended September 30, 2024, the 12% increase resulted primarily from a 12% increase in closings. In the nine months ended September 30, 2024, the 10% increase resulted primarily from a 10% increase in closings. The increases in closings were primarily attributable to a strong backlog, improved production cycle times, and initiatives to prioritize quick move-in spec homes to satisfy customer desire to quickly close on homes due to the volatile interest rate environment and to ensure an efficient production cadence of homes. Average selling price during the three and nine months ended September 30, 2024 remained flat compared with the respective prior year periods.

Home sale gross margins

Home sale gross margins were 28.8% and 29.4% in the three and nine months ended September 30, 2024, respectively, compared with 29.5% and 29.4% in the three and nine months ended September 30, 2023, respectively. Due to the low supply of new and existing homes for sale, we were generally able to maintain net sales pricing to substantially offset increases in house and land costs and higher sales incentives over these periods. However, we expect sales incentives, especially mortgage interest rate buydowns, to remain elevated to address buyer affordability challenges, which will continue to impact our gross margins in the near term.

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 losses of $6.0 million and $4.9 million for the three and nine months ended September 30, 2024, respectively, compared with gains of $4.9 million and $15.1 million for the three and nine months ended September 30, 2023, respectively.

SG&A

SG&A as a percentage of home sale revenues was 9.4% and 8.9% in the three and nine months ended September 30, 2024, respectively, compared with 9.1% and 8.8% for the three and nine months ended September 30, 2023, respectively. The gross dollar amount of our SG&A increased $53.7 million, or 15%, for the three months ended September 30, 2024 compared with the prior year period, and increased $121.3 million, or 12%, for the nine months ended September 30, 2024 compared with the prior year period. The increases in gross dollars for the three and nine months ended September 30, 2024 resulted primarily from overhead costs to support increased production volumes, partially offset by insurance reserve reversals of $78.7 million recorded in the nine months ended September 30, 2024, compared with insurance reserve reversals of $66.2 million recorded in the nine months ended September 30, 2023.

Other income, net

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

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Write-offs of deposits and pre-acquisition costs			$	(4,732)					$	(2,456)					$	(12,406)					$	(9,629)
Amortization of intangible assets			(2,498)						(2,623)						(7,536)						(7,915)
Gain (loss) on debt retirement			—						362						(222)						362
Interest income			13,748						19,303						48,268						41,701
Interest expense			(120)						(120)						(352)						(347)
Miscellaneous, net			3,304						3,965						11,957						9,664
Total other income, net			$	9,702					$	18,431					$	39,709					$	33,836

Interest income began to increase significantly in 2023 and has continued to do so into 2024 as the result of higher returns on invested cash balances due to the elevated interest rate environment.

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Net new orders

Net new orders in units decreased less than 1% while net new orders in dollars increased 3% in the three months ended September 30, 2024, as compared with the prior year period. Net new orders in units increased 3% while net new orders in dollars increased 9% in the nine months ended September 30, 2024, as compared with the prior year period. The increase in net new order dollars in the three months ended September 30, 2024 was primarily attributable to geographic mix, including our West segment, which carries a higher average selling price. The increased net new order volume and dollars in the nine months ended September 30, 2024 over the comparable prior year period was primarily attributable to the higher volumes in our West segment. Cancellation rates (canceled orders for the period divided by gross new orders for the period) were 15% and 14% for the three and nine months ended September 30, 2024, respectively, and 15% in both the three and nine months ended September 30, 2023. Cancellation rates began to decrease in 2023 and have now returned to historical levels. Ending backlog dollars, which represents orders for homes that have not yet closed, decreased 5% at September 30, 2024 compared with September 30, 2023.

Homes in production

The following is a summary of our homes in production:

			September 30, 2024						September 30, 2023
Sold			9,684						10,657
Unsold
Under construction			6,055						5,752
Completed			1,357						967
			7,412						6,719
Models			1,537						1,465
Total			18,633						18,841

The number of homes in production at September 30, 2024 was 1% lower than at September 30, 2023. This decrease was primarily due to a decreased number of sold homes due to increased closings and lower backlog. This decrease was partially offset by a higher number of homes under construction and completed homes, which reflects our strategic decision to increase starts of spec units in response to buyer demand for quick move-in homes.

Controlled lots

The following is a summary of our lots under control at September 30, 2024 and December 31, 2023:

			September 30, 2024																		December 31, 2023
			Owned						Optioned						Controlled						Owned						Optioned						Controlled
Northeast			3,881						6,533						10,414						4,204						8,718						12,922
Southeast			18,040						33,061						51,101						18,911						27,666						46,577
Florida			25,655						33,388						59,043						26,922						35,543						62,465
Midwest			11,948						20,359						32,307						12,290						14,461						26,751
Texas			16,207						23,615						39,822						16,487						17,378						33,865
West			27,742						14,113						41,855						25,701						14,349						40,050
Total			103,473						131,069						234,542						104,515						118,115						222,630
			44		%				56		%				100		%				47		%				53		%				100		%
Developed (%)			46		%				21		%				32		%				45		%				18		%				31		%

While competition for well-positioned land is robust, we continued to pursue land investments that we believe can achieve appropriate risk-adjusted returns on invested capital. We have also continued to seek to maintain a high percentage of our lots that are controlled via land option agreements as such contracts enable us to defer acquiring portions of properties owned by

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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 $8.1 billion at September 30, 2024.

Homebuilding Segment Operations

As of September 30, 2024, we conducted our operations in 46 markets located throughout 25 states. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:

 

Northeast:						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, Colorado, Nevada, New Mexico, Oregon, Utah, Washington

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

			Operating Data by Segment ($000's omitted)
			Three Months Ended																		Nine Months Ended
			September 30,																		September 30,
			2024						2024 vs. 2023						2023						2024						2024 vs. 2023						2023
Home sale revenues:
Northeast			$	265,395					13		%				$	234,284					$	722,952					6		%				$	684,085
Southeast			666,019						3		%				646,182						2,153,828						7		%				2,005,382
Florida			1,166,869						(2)		%				1,196,780						3,603,320						4		%				3,458,194
Midwest			660,096						22		%				540,678						1,843,384						31		%				1,407,833
Texas			567,871						18		%				481,046						1,675,586						7		%				1,567,574
West			1,016,977						29		%				787,938						2,611,911						13		%				2,310,408
			$	4,343,227					12		%				$	3,886,908					$	12,610,981					10		%				$	11,433,476
Income (loss) before income taxes (a):
Northeast			$	56,805					9		%				$	52,265					$	157,148					5		%				$	150,227
Southeast			145,725						1		%				144,643						494,613						5		%				469,653
Florida			270,428						(14)		%				316,113						884,656						(2)		%				904,916
Midwest			134,391						28		%				105,267						352,519						45		%				242,552
Texas			95,244						(4)		%				99,433						298,724						(2)		%				305,552
West			152,973						42		%				107,537						376,312						22		%				307,537
Other homebuilding (b)			(4,296)						(38)		%				(6,893)						99,896						206		%				32,666
			$	851,270					4		%				$	818,365					$	2,663,868					10		%				$	2,413,103

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

(b)     Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the other segments. Other homebuilding also includes insurance reserve reversals of $78.7 million for the nine months ended September 30, 2024, and $66.2 million for the nine months ended September 30, 2023, (see Note 8), and a gain of $37.7 million for the nine months ended September 30, 2024 related to the sale of our minority interest in a joint venture.

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			Operating Data by Segment ($000's omitted)
			Three Months Ended																		Nine Months Ended
			September 30,																		September 30,
			2024						2024 vs. 2023						2023						2024						2024 vs. 2023						2023
Closings (units):
Northeast			391						14		%				344						1,054						6		%				996
Southeast			1,340						4		%				1,291						4,284						11		%				3,864
Florida			1,984						—		%				1,983						6,051						4		%				5,802
Midwest			1,194						17		%				1,018						3,380						26		%				2,693
Texas			1,485						23		%				1,211						4,285						6		%				4,030
West			1,530						24		%				1,229						4,062						13		%				3,603
			7,924						12		%				7,076						23,116						10		%				20,988
Average selling price:
Northeast			$	679					—		%				$	681					$	686					—		%				$	687
Southeast			497						(1)		%				501						503						(3)		%				519
Florida			588						(3)		%				604						595						—		%				596
Midwest			553						4		%				531						545						4		%				523
Texas			382						(4)		%				397						391						1		%				389
West			665						4		%				641						643						—		%				641
			$	548					—		%				$	549					$	546					—		%				$	545
Net new orders - units:
Northeast			385						2		%				376						1,226						6		%				1,161
Southeast			1,340						(2)		%				1,374						4,130						(3)		%				4,277
Florida			1,681						5		%				1,598						5,399						—		%				5,386
Midwest			1,233						13		%				1,090						3,772						10		%				3,426
Texas			1,134						(10)		%				1,258						3,863						(5)		%				4,070
West			1,258						(8)		%				1,369						4,669						15		%				4,046
			7,031						—		%				7,065						23,059						3		%				22,366
Net new orders - dollars:
Northeast			$	283,978					12		%				$	254,346					$	883,513					12		%				$	792,080
Southeast			708,071						1		%				698,219						2,138,291						—		%				2,143,322
Florida			947,233						1		%				939,975						3,148,935						1		%				3,122,522
Midwest			669,242						11		%				602,356						2,050,261						12		%				1,829,729
Texas			419,286						(15)		%				493,094						1,495,097						(2)		%				1,518,821
West			901,050						8		%				835,629						3,269,930						32		%				2,478,146
			$	3,928,860					3		%				$	3,823,619					$	12,986,027					9		%				$	11,884,620

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			Operating Data by Segment ($000's omitted)
			Three Months Ended																		Nine Months Ended
			September 30,																		September 30,
			2024												2023						2024						2024 vs. 2023						2023
Cancellation rates:
Northeast			7		%										7		%				7		%										8		%
Southeast			11		%										9		%				11		%										9		%
Florida			16		%										17		%				15		%										16		%
Midwest			10		%										11		%				9		%										10		%
Texas			18		%										18		%				16		%										19		%
West			21		%										20		%				18		%										21		%
			15		%										15		%				14		%										15		%
Unit backlog:
Northeast																					739						16		%				639
Southeast																					2,092						(10)		%				2,319
Florida																					3,140						(26)		%				4,225
Midwest																					2,084						—		%				2,083
Texas																					1,215						(34)		%				1,829
West																					2,819						15		%				2,452
																					12,089						(11)		%				13,547
Backlog dollars:
Northeast																					$	568,932					26		%				$	450,623
Southeast																					1,206,199						(5)		%				1,269,758
Florida																					2,043,444						(27)		%				2,795,502
Midwest																					1,218,380						1		%				1,208,801
Texas																					549,900						(32)		%				805,047
West																					2,107,906						32		%				1,595,451
																					$	7,694,761					(5)		%				$	8,125,182

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			Operating Data by Segment ($000’s omitted)
			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2024						2023						2024						2023
Land-related charges (a):
Northeast			$	5,890					$	197					$	7,494					$	266
Southeast			188						2,616						2,744						5,643
Florida			1,085						338						2,002						2,430
Midwest			188						282						835						886
Texas			1,257						59						1,764						388
West			3,352						2,889						4,796						6,689
Other homebuilding			171						487						294						676
			$	12,131					$	6,868					$	19,929					$	16,978

(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 third quarter of 2024, Northeast home sale revenues increased 13% when compared with the prior year period due to a 14% increase in closings partially offset by a slight decrease in average selling price. The increase in closings and decrease in average selling price occurred across the majority of markets. Income before income taxes increased 9%, primarily due to higher revenues and gross margins across the majority of markets, partially offset by increased overhead costs across the majority of markets. Net new orders increased across the majority of markets.

For the nine months ended September 30, 2024, Northeast home sale revenues increased 6% when compared with the prior year period primarily due to a 6% increase in closings partially offset by a slight decrease in average selling price. The increase in closings occurred across the majority of markets. Income before income taxes increased 5% primarily due to higher revenues and gross margins across the majority of markets, partially offset by increased overhead costs across all markets. Net new orders increased across the majority of markets.

Southeast

For the third quarter of 2024, Southeast home sale revenues increased 3% when compared with the prior year period due to a 4% increase in closings partially offset by a 1% decrease in average selling price. The increase in closings was mixed among markets while the decrease in average selling price occurred across the majority of markets. Income before income taxes increased 1%, primarily due to higher revenues and gross margins which were mixed among markets, partially offset by increased overhead costs, which were also mixed among markets. Net new orders decreased across the majority of markets.

For the nine months ended September 30, 2024, Southeast home sale revenues increased 7% when compared with the prior year period due to an 11% increase in closings partially offset by a 3% decrease in average selling price. The increase in closings and decrease in average selling price occurred across the majority of markets. Income before income taxes increased 5%, primarily due to higher revenues which were mixed among markets and higher gross margins across the majority of markets. Net new orders decreased across the majority of markets.

Florida

For the third quarter of 2024, Florida home sale revenues decreased 2% when compared with the prior year period primarily due to a 3% decrease in average selling price, partially offset by a slight increase in closings. The decrease in average selling price and increase in closings occurred across the majority of markets. Income before income taxes decreased 14%, primarily due to lower revenues and gross margins across the majority of markets. Net new orders increased across the majority of markets.

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For the nine months ended September 30, 2024, Florida home sale revenues increased 4% when compared with the prior year period primarily due to a 4% increase in closings partially offset by a slight decrease in the average selling price. The increase in closings and decrease in average selling price occurred across the majority of markets. Income before income taxes decreased 2%, primarily due to higher revenues and gross margins across the majority of markets. Net new orders increased across the majority of markets.

Midwest

For the third quarter of 2024, Midwest home sale revenues increased 22% when compared with the prior year period due to a 17% increase in closings combined with a 4% increase in average selling price. The increase in closings occurred across all markets while the increase in average selling price occurred across the majority of markets. Income before income taxes increased 28%, primarily due to higher revenues across the majority of markets and higher gross margins across all markets. Net new orders increased across the majority of markets.

For the nine months ended September 30, 2024, Midwest home sale revenues increased 31% when compared with the prior year period due to a 26% increase in closings combined with a 4% increase in average selling price. The increase in closings occurred across all markets while the increase in average selling price occurred across the majority of markets. Income before income taxes increased 45%, primarily due to higher revenues and gross margins across all markets. Net new orders increased across the majority of markets.

Texas

For the third quarter of 2024, Texas home sale revenues increased 18% when compared with the prior year period due to a 23% increase in closings partially offset by a 4% decrease in average selling price. The increase in closings occurred across all markets while the decrease in average selling price occurred across the majority of markets. Income before income taxes decreased 4%, primarily due to increased overhead costs across all markets and decreased gross margins across the majority of markets. The decrease in net new orders was mixed among markets.

For the nine months ended September 30, 2024, Texas home sale revenues increased 7% when compared with the prior year period due to a 6% increase in closings combined with a 1% increase in average selling price. The increase in closings occurred across all markets while the increase in average selling price was mixed among markets. Income before income taxes decreased 2%, primarily due to increased overhead costs across all markets and decreased gross margins across the majority of markets. The decrease in net new orders was mixed among markets.

West

    

For the third quarter of 2024, West home sale revenues increased 29% compared with the prior year period due to an 24% increase in closings combined with a 4% increase in average selling price. The increase in closings occurred across the majority of markets while the increase in average selling price was mixed among markets. Income before income taxes increased 42%, primarily due to higher revenues and gross margins across the majority of markets. Net new orders decreased in certain markets.

For the nine months ended September 30, 2024, West home sale revenues increased 13% when compared with the prior year period due to a 13% increase in closings combined with a slight increase in average selling price. The increase in closings occurred across the majority of markets while the increase in average selling price was mixed among markets. Income before income taxes increased 22%, primarily due to higher revenues and increased gross margins across the majority of markets. Net new orders increased across all markets.

Financial Services Operations

We conduct our Financial Services operations, which include mortgage banking, title, and insurance agency operations, through Pulte Mortgage LLC ("Pulte Mortgage") and other subsidiaries. In originating mortgage loans, we initially use our own funds supplemented by funds available pursuant to a credit agreement 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 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

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business. We believe that our mortgage capture rate, which represents loan originations from our Homebuilding operations as a percentage of total loan opportunities from our Homebuilding operations, excluding cash closings, is an important metric in evaluating the effectiveness of our captive mortgage business model. The following tables present selected financial information for our Financial Services operations ($000's omitted):

			Three Months Ended																		Nine Months Ended
			September 30,																		September 30,
			2024						2024 vs. 2023						2023						2024						2024 vs. 2023						2023
Mortgage revenues			$	79,647					71		%				$	46,664					$	219,637					57		%				$	140,044
Title services revenues			25,396						17		%				21,714						72,620						16		%				62,804
Insurance agency commissions			8,788						5		%				8,342						25,591						7		%				24,027
Total Financial Services revenues			113,831						48		%				76,720						317,848						40		%				226,875
Expenses			(58,905)						27		%				(46,431)						(159,615)						16		%				(137,244)
Equity income from unconsolidated entities			—						—		%				—						1,050						—		%				1,055
Other income (expense), net			—						(a)						(1,340)						—						(a)						(1,340)
Income before income taxes			$	54,926					90		%				$	28,949					$	159,283					78		%				$	89,346
Total originations:
Loans			5,005						15		%				4,362						14,442						13		%				12,770
Principal			$	2,103,197					20		%				$	1,745,952					$	5,998,347					19		%				$	5,053,379

(a)     Percentage not meaningful.

			Nine Months Ended
			September 30,
			2024						2023
Supplemental data:
Capture rate			85.9		%				80.5		%
Average FICO score			749						747
Funded origination breakdown:
Government (FHA, VA, USDA)			26		%				22		%
Other agency			71		%				75		%
Total agency			97		%				97		%
Non-agency			3		%				3		%
Total funded originations			100		%				100		%

Revenues

Total Financial Services revenues for the three and nine months ended September 30, 2024 increased 48% and 40%, respectively, compared with the same periods in 2023. The increases during 2024 when compared with the prior year periods were primarily due to an increase in origination volumes resulting from higher closings within Homebuilding and improved capture rates. Revenues per loan also increased as the result of a more favorable operating environment for Financial Services. The increased use of closing cost incentives in the form of mortgage interest rate buydowns has also contributed favorably to the Financial Services volumes and revenues per transaction.

Income before income taxes

Income before income taxes in the three and nine months ended September 30, 2024 increased 90% and 78%, respectively, compared with the same period in 2023. The increases during the three and nine months ended September 30, 2024 when

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compared with the prior year periods were primarily due to the higher loan origination volume, capture rate, and revenue per transaction.

Income Taxes

Our effective tax rate was 23.0% and 23.1% for the three and nine months ended September 30, 2024, respectively, compared with 24.6% and 24.4% for the same periods in 2023. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense. Income tax expense for the three and nine months ended September 30, 2024 also includes a benefit of $14.3 million associated with the purchase of transferable federal renewable energy tax credits. Income tax expense for the nine months ended September 30, 2024 also reflects a reduction in income tax liabilities totaling $13.2 million related to the favorable resolution of uncertain state tax positions.

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 available financing sources, including revolving bank credit and securities offerings.

At September 30, 2024, we had unrestricted cash and equivalents of $1.4 billion, restricted cash balances of $57.5 million, and $939.1 million available under our Revolving Credit Facility. Our ratio of debt-to-total capitalization, excluding our Financial Services debt, was 12.3% at September 30, 2024, compared with 15.9% at December 31, 2023. We follow a diversified investment approach for our cash and equivalents by maintaining such funds with a portfolio of banks within our group of relationship banks in high quality, highly liquid, short-term deposits and investments, which helps mitigate banking concentration risk.

For the next twelve months, we expect our principal demand for funds will be for the acquisition and development of land inventory, construction of house inventory, and operating expenses, including our general and administrative expenses. The increase in sales and related increased pace in starts, coupled with the elongation of our production cycle compared to historical levels, has required a greater investment of cash in our homes under production. Additionally, we plan to continue our dividend payments and repurchases of common stock. In August 2025, we need to repay or refinance Pulte Mortgage's master repurchase agreement with third-party lenders (as amended, the "Repurchase Agreement"). While we intend to refinance the Repurchase Agreement, there can be no assurances that the Repurchase Agreement can be renewed or replaced on commercially reasonable terms upon its expiration. However, we believe we have adequate liquidity to meet Pulte Mortgage's anticipated financing needs. Beyond the next twelve months, we will need to repay or refinance our Revolving Credit Facility, which matures in June 2027, and our unsecured senior notes, the next tranche of which becomes due in 2026. We may from time to time repurchase our unsecured senior notes through open market purchases, privately negotiated transactions, or otherwise. In the nine months ended September 30, 2024, we completed repurchases of $193.4 million and $106.6 million aggregate principal amount of our unsecured senior notes scheduled to mature in 2026 and 2027, respectively, through a cash tender offer. Our total repurchases in the nine months ended September 30, 2024, including open market repurchases, were $310.2 million.

We believe that our current cash position and other available financing resources, coupled with our ongoing operating activities, will provide sufficient liquidity to fund our business needs over the next twelve months and beyond. To the extent the sources of capital described above are insufficient to meet our needs, we may also conduct additional public offerings of our securities, refinance debt, dispose of certain assets to fund our operating activities, or draw on existing or new debt facilities.

Unsecured senior notes

We had $1.6 billion and $1.9 billion of unsecured senior notes outstanding at September 30, 2024 and December 31, 2023, respectively, with no repayments due until March 2026, when $251.9 million of unsecured senior notes are scheduled to mature.

Other notes payable

Other notes payable include non-recourse and limited recourse secured notes with third parties that totaled $41.1 million and $71.0 million at September 30, 2024 and December 31, 2023, respectively. These notes have maturities ranging up to six years, are secured by the applicable land positions to which they relate, and generally have no recourse to other assets. The stated interest rates on these notes range up to 5%.

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Revolving credit facility

    

We maintain a revolving credit facility (the "Revolving Credit Facility") maturing in June 2027 that has a maximum borrowing capacity of $1.3 billion and contains an uncommitted accordion feature that could increase the capacity to $1.8 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, up to the maximum borrowing capacity. The interest rate on borrowings under the Revolving Credit Facility may be based on either the Secured Overnight Financing Rate or a base rate plus an applicable margin, as defined therein. The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving Credit Facility). We were in compliance with all covenants and requirements as of September 30, 2024. Outstanding balances under the Revolving Credit Facility are guaranteed by certain of our wholly-owned subsidiaries.

At September 30, 2024, we had no borrowings outstanding, $310.9 million of letters of credit issued, and $939.1 million of remaining capacity under the Revolving Credit Facility. At December 31, 2023, we had no borrowings outstanding, $312.7 million of letters of credit issued, and $937.3 million of remaining capacity under the Revolving Credit Facility.

Joint venture debt

At September 30, 2024, aggregate outstanding debt of unconsolidated joint ventures was $35.2 million.

Financial Services debt

Pulte Mortgage maintains a master repurchase agreement with third-party lenders (as amended, the "Repurchase Agreement") that matures on August 13, 2025. The maximum aggregate commitment under the Repurchase Agreement was $675.0 million at September 30, 2024 and will decrease to $650.0 million on January 14, 2025, which continues until maturity. The Repurchase Agreement also contains an accordion feature that could increase the commitment by $50.0 million above its active commitment level. 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. At September 30, 2024, Pulte Mortgage had $524.1 million outstanding at a weighted-average interest rate of 6.65% and $150.9 million of remaining capacity under the Repurchase Agreement. At December 31, 2023, Pulte Mortgage had $499.6 million outstanding at a weighted-average interest rate of 7.15% and $350.4 million of remaining capacity under the prior agreement replaced by the Repurchase Agreement. Pulte Mortgage was in compliance with all covenants and requirements as of September 30, 2024.

Dividends and share repurchase program

In the nine months ended September 30, 2024, we declared cash dividends totaling $126.2 million and repurchased 7.6 million shares under our repurchase authorization for $880.0 million. In the nine months ended September 30, 2023, we declared cash dividends totaling $106.8 million and repurchased 10.2 million shares under our repurchase authorization for $700.0 million. On January 30, 2024, the Board of Directors increased our share repurchase authorization by $1.5 billion. At September 30, 2024, we had remaining authorization to repurchase $1.0 billion of common shares.

Contractual Obligations

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of September 30, 2024, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, purchase obligations related to expected acquisitions and development of land, house construction costs, operating leases, and obligations under our various compensation and benefit plans.

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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 and insurance programs. The expiration dates of the letter of credit contracts coincide with the expected completion date of the related homebuilding projects and insurance programs. If the obligations related to a project or program are ongoing, annual extensions of the letters of credit are typically granted on a year-to-year basis. At September 30, 2024, we had outstanding letters of credit totaling $310.9 million. Our surety bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. These bonds, which approximated $2.8 billion at September 30, 2024, 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, 2024, these agreements had an aggregate remaining purchase price of $8.1 billion. Pursuant to these land option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. At September 30, 2024, outstanding deposits totaled $556.0 million, of which $16.2 million is refundable.

For further information regarding our primary obligations, refer to Note 4 and Note 8 to the Consolidated Financial Statements included elsewhere in this Quarterly Report on 10-Q for amounts outstanding as of September 30, 2024 related to debt and commitments and contingencies, respectively.

Cash flows

Operating activities

Net cash provided by operating activities in the nine months ended September 30, 2024 was $1.1 billion. 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 cash inflows from our operations for the nine months ended September 30, 2024 were primarily due to net income of $2.2 billion, partially offset by a net increase in inventories of $805.3 million, which was primarily attributable to land acquisition, development, and house spend to support future growth, and a $45.2 million increase in residential mortgage loans available due to higher loan origination volumes.

Net cash provided by operating activities in the nine months ended September 30, 2023 was $1.9 billion. The cash inflows from our operations for the nine months ended September 30, 2023 were primarily due to net income of $1.9 billion along with a seasonal $262.6 million decrease in residential mortgage loans available-for-sale, partially offset by a net increase in inventories of $173.4 million.

Investing activities

Net cash used in investing activities in the nine months ended September 30, 2024 was $108.4 million. These cash outflows primarily resulted from capital expenditures of $94.1 million related to our ongoing investments in new communities, facilities, and information technology applications along with $15.1 million of investments in unconsolidated entities.

Net cash used in investing activities in the nine months ended September 30, 2023 was $95.0 million. These cash outflows primarily related to capital expenditures of $67.6 million related to our ongoing investments in new communities, facilities, and information technology applications along with $18.1 million of investments in unconsolidated entities.

Financing activities

Net cash used in financing activities in the nine months ended September 30, 2024 totaled $1.4 billion. These cash outflows resulted primarily from the repurchase of 7.6 million common shares for $880.0 million under our share repurchase authorization, payments of $126.6 million in cash dividends, payments of $94.1 million related to consolidated inventory not owned, and $350.5 million of repayments of notes payable, partially offset by net Financial Services borrowings of $24.5 million related to an increase in residential mortgage loans available-for-sale.

Net cash used in financing activities in the nine months ended September 30, 2023 totaled $1.0 billion. These cash outflows resulted primarily from the repurchase of 10.2 million common shares for $700.0 million under our share repurchase authorization, payments of $107.7 million in cash dividends, $86.8 million of repayments of notes payable, and net Financial Services repayments of $161.3 million related to a seasonal reduction in residential mortgage loans available-for-sale.

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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 in 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.

Supplemental Guarantor Financial Information

As of September 30, 2024, PulteGroup, Inc. had outstanding $1.6 billion principal amount of unsecured senior notes due at dates from March 2026 through February 2035 and no borrowings outstanding, $310.9 million of letters of credit issued, and $939.1 million of remaining capacity under 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 being 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; or

•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.

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, holders may not receive any repayment on the senior notes.

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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, however, provide assurances as to what standard a court would apply in making these determinations or whether 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
ASSETS			September 30, 2024						December 31, 2023
Cash, cash equivalents, and restricted cash			$1,194,650						$1,471,293
House and land inventory			12,296,679						11,474,861
Amount due from Non-Guarantor Subsidiaries			823,569						839,673
Total assets			15,361,280						14,451,614
LIABILITIES
Accounts payable, customer deposits,   accrued and other liabilities			$2,857,979						$2,810,832
Notes payable			1,623,687						1,962,218
Total liabilities			4,886,299						5,078,696

			Nine Months Ended
			September 30,
Summarized Statement of Operations Data			2024						2023
Revenues			$12,515,055						$11,317,362
Cost of revenues			8,832,123						7,961,586
Selling, general, and administrative expenses			1,097,533						979,196
Income before income taxes			2,612,554						2,366,792

Critical Accounting Estimates

There have been no significant changes to our critical accounting estimates in the nine months ended September 30, 2024 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, 2023.

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.     

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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, 2024 ($000’s omitted):

			As of September 30, 2024 for the Years ending December 31,
			2024						2025						2026						2027						2028						Thereafter						Total						Fair Value
Rate-sensitive liabilities:
Fixed rate debt			$	4,560					$	11,376					$	268,390					$	337,277					$	4,340					$	1,004,340					$	1,630,283					$	1,757,342
Average interest rate			0.16		%				2.76		%				5.30		%				5.00		%				5.00		%				6.71		%				6.07		%
Variable rate debt (a)			$	524,093					$	—					$	—					$	—					$	—					$	—					$	524,093					$	524,093
Average interest rate			6.65		%				—		%				—		%				—		%				—		%				—		%				6.65		%

(a) Includes the Repurchase Agreement and amounts outstanding under our Revolving Credit Facility, under which there was no amount outstanding at September 30, 2024.

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, 2023.

SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS

As a cautionary note, except for the historical information contained herein, certain matters discussed in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 3, Quantitative and Qualitative Disclosures About Market Risk, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “may,” “can,” “could,” “might,” “should,” “will” and similar expressions identify forward-looking statements, including statements related to any 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; the impact of any changes to our strategy in responding to the cyclical nature of the industry or deteriorations in industry changes or downward changes in general economic or other business conditions, including any changes regarding our land positions and the levels of our land spend; 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; labor supply shortages and the cost of labor; the availability and cost of land and other raw materials used by us in our homebuilding operations; a decline in the value of the land and home inventories we maintain and resulting possible future writedowns of the carrying value of our real estate assets; competition within the industries in which we operate; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities, slow growth initiatives and/or local building moratoria; the availability and cost of insurance covering risks associated with our businesses, including warranty and other legal or regulatory proceedings or claims; damage from improper acts of persons over whom we do not have control or attempts to impose liabilities or obligations of third parties on us; weather related slowdowns; the impact of climate change and related governmental regulation; adverse capital and credit market conditions, which may affect our access to and cost of capital; the insufficiency of our income tax provisions and tax reserves, including as a result of changing laws or interpretations; the potential that we do not realize our deferred tax assets; our inability to sell mortgages into the secondary market; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans, and related claims against us; risks related to information technology failures, data security issues, and the effect of cybersecurity incidents and threats; the impact of negative publicity on sales; failure to retain key personnel; the impairment of our intangible assets; the disruptions associated with the COVID-19 pandemic (or another epidemic or pandemic or similar public threat or fear of such an event), and the measures taken to address it; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See Item 1A – Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a further discussion of these and other risks and

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uncertainties applicable to our businesses. We undertake no duty to update any forward-looking statement, whether as a result of new information, future events or changes in our 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, 2024. 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 September 30, 2024.

Management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There was no change in our internal control over financial reporting during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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, 2023.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.

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, 2024 to July 31, 2024			911,693						$	117.00					911,693						$	1,216,232
August 1, 2024 to August 31, 2024			882,069						$	126.69					882,069						$	1,104,486
September 1, 2024 to September 30, 2024			744,987						$	136.36					744,987						$	1,002,897
Total			2,538,749						$	126.05					2,538,749

 

(1)     During 2024, participants surrendered 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 increase of $1.5 billion on January 30, 2024, which was announced on the same date. There is no expiration date for this program, under which $1.0 billion remained as of September 30, 2024.

Item 5. Other Information

During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit Number and Description

3

(a)

Restated Articles of Incorporation, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on August 18, 2009)

(b)

Certificate of Amendment to the Articles of Incorporation, dated March 18, 2010 (Incorporated by reference to Exhibit 3(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)

(c)

Certificate of Amendment to the Articles of Incorporation, dated May 21, 2010 (Incorporated by reference to Exhibit 3(c) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

(d)

Certificate of Amendment to the Articles of Incorporation, dated May 6, 2024 (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on May 8, 2024)

(e)

Amended and Restated By-Laws of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on May 5, 2023)

(f)

Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC on August 18, 2009)

4

(a)

Any instrument with respect to long-term debt, where the securities authorized thereunder do not exceed 10% of the total assets of PulteGroup, Inc. and its subsidiaries, has not been filed. The Company agrees to furnish a copy of such instruments to the SEC upon request.

(b)

Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of PulteGroup, Inc.’s Registration Statement on Form 8-A/A, filed with the SEC on March 23, 2010)

(c)

First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 15, 2013)

(d)

Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 10, 2016)

(e)

Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 7, 2019)

(f)

Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 11, 2020, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on May 11, 2020)

(g)

Fifth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2022, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 11, 2022)

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(a)

Second Omnibus Amendment and Joinder to Transaction Documents to Master Repurchase Agreement dated as of August 14, 2024, among JPMorgan Chase, as Agent, Lead Arranger and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 15, 2024)

22

(a)

List of Guarantor Subsidiaries (incorporated by reference from Exhibit 22 to PulteGroup, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 5, 2024)

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(a)

Rule 13a-14(a) Certification by Ryan R. Marshall, President and Chief Executive Officer (Filed herewith)

(b)

Rule 13a-14(a) Certification by Robert T. O'Shaughnessy, Executive Vice President and Chief Financial Officer (Filed herewith)

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Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (Furnished herewith)

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101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, 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.
/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, 2024

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