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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2003

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

Commission File Number 1-9804


PULTE HOMES, INC.

(Exact name of registrant as specified in its charter)
     
MICHIGAN
(State or other jurisdiction of
incorporation or organization)
  38-2766606
(I.R.S. Employer
Identification No.)

100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, Michigan 48304

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248) 647-2750

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

     
Title of each class   Name of each exchange on which registered

 
Common Stock, par value $.01   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (  )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). (X)

Aggregate market value of voting stock held by nonaffiliates of the registrant as of June 30, 2003: $2,477,924,686

Number of shares of common stock outstanding as of January 31, 2004: 125,426,644

Documents Incorporated by Reference

Applicable portions of the Proxy Statement for the 2004 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.

Website Access to Company Reports, Codes and Charters

Our internet website address is www.pulte.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after we electronically file with or furnish them to the Securities and Exchange Commission. Our code of ethics for principal officers, our corporate governance guidelines and the charters of the Audit, Compensation, and Nominating and Governance committees of our Board of Directors, are also posted on our website and are available in print upon request.



 


TABLE OF CONTENTS

PART I
ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
Indenture Supplement dated April 3, 2000
Indenture Supplement dated February 21, 2001
Indenture Supplement dated June 12, 2002
Indenture Supplement dated February 3, 2003
Indenture Supplement dated May 22, 2003
Indenture Supplement dated January 16, 2004
Intercreditor and Subordination Agreement
Fourth Amendment to Credit Agreement
Subsidiaries of the Registrant
Consent of Independent Auditors
Chief Executive Officer Certification Section 302
Chief Financial Officer Certification Section 302
Chief Executive Officer Certification Section 906
Chief Financial Officer Certification Section 906


Table of Contents

PULTE HOMES, INC.
TABLE OF CONTENTS

                 
Item       Page
No.       No.

     
       
Part I
       
  1    
Business
    3  
  2    
Properties
    9  
  3    
Legal Proceedings
    9  
  4    
Submission of Matters to a Vote of Security Holders
    10  
  4A    
Executive Officers of the Registrant
    10  
       
Part II
       
  5    
Market for the Registrant’s Common Equity and Related Stockholder Matters
    11  
  6    
Selected Financial Data
    11  
  7    
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    13  
  7A    
Quantitative and Qualitative Disclosures About Market Risk
    24  
  8    
Financial Statements and Supplementary Data
    26  
  9    
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    65  
  9 A    
Controls and Procedures
    65  
       
Part III
       
  10    
Directors and Executive Officers of the Registrant
    65  
  11    
Executive Compensation
    65  
  12    
Security Ownership of Certain Beneficial Owners and Management
    65  
  13    
Certain Relationships and Related Transactions
    66  
  14    
Principal Accountant Fees and Services
    66  
       
Part IV
       
  15    
Exhibits, Financial Statement Schedules and Reports on Form 8-K
    66  
       
Signatures
    71  

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Table of Contents

PART I

ITEM 1. BUSINESS

Pulte Homes, Inc.

     Pulte Homes, Inc. is a publicly held holding company whose subsidiaries engage in the homebuilding and financial services businesses. Our assets consist principally of the capital stock of our subsidiaries, cash and investments. Our income primarily consists of dividends from our subsidiaries and interest on investments. Our direct subsidiaries include Pulte Diversified Companies, Inc., Del Webb Corporation (Del Webb) and other subsidiaries engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s operating subsidiaries include Pulte Home Corporation, Pulte International Corporation (International) and other subsidiaries engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s non-operating thrift subsidiary, First Heights Bank, fsb (First Heights), is classified as a discontinued operation (see Note 4 of Notes to Consolidated Financial Statements). We also have a mortgage banking company, Pulte Mortgage LLC (Pulte Mortgage), which is a subsidiary of Pulte Home Corporation.

     We have two reportable business segments, Homebuilding and Financial Services, and one non-operating segment, Corporate. The Homebuilding segment consists of the following two business units:

    Domestic Homebuilding, our core business, is engaged in the acquisition and development of land principally for residential purposes within the continental United States and the construction of housing on such land targeted for the first-time, first and second move-up, and active adult home buyers.
 
    International Homebuilding is primarily engaged in the acquisition and development of land principally for residential purposes, and the construction of housing on such land in Mexico, Puerto Rico and Argentina.

     The Financial Services segment consists principally of mortgage banking and title operations conducted through Pulte Mortgage and other subsidiaries.

     Corporate is a non-operating segment that supports the operations of our subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered on new business development and operating efficiencies, and providing the administrative support associated with being a publicly traded entity listed on the New York Stock Exchange.

     Financial information, including revenue, pre-tax income and total assets of each of our business segments is included in Note 2 of Notes to Consolidated Financial Statements.

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Homebuilding Operations

                                             
        Years Ended December 31,
        ($000’s omitted)
       
        2003   2002   2001   2000   1999
       
 
 
 
 
Homebuilding settlement revenues:
                                       
 
Domestic
  $ 8,482,341     $ 6,991,614     $ 5,145,526     $ 4,083,816     $ 3,655,775  
 
International
    228,137       196,074       35,169       27,159       21,941  
 
   
     
     
     
     
 
   
Total
  $ 8,710,478     $ 7,187,688     $ 5,180,695     $ 4,110,975     $ 3,677,716  
 
   
     
     
     
     
 
Homebuilding settlement units:
                                       
 
Domestic
    32,693       28,903       22,915       19,799       19,569  
 
International
    7,120       6,525       221       264       262  
 
   
     
     
     
     
 
   
Total
    39,813       35,428       23,136       20,063       19,831  
 
   
     
     
     
     
 

Note:   Homebuilding settlement revenues of affiliates, not included in the table above, for the years ended December 31, 2003 through 1999 were $32,511, $40,723, $180,621, $148,798, and $162,926, respectively. Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003 through 1999 were 149, 1,022, 7,258, 7,718, and 6,791, respectively.

     Settlements (home sales) and net new orders (orders for homes net of cancellations) in any year are strongly influenced by local, regional and national market economic conditions. Backlog (homes that have been ordered but not completed and sold) at any period is strongly influenced by local, regional and national market economic conditions.

Domestic Homebuilding

     We build a wide variety of homes, including single family detached units, townhouses, condominiums and duplexes, with varying prices, models, options and lot sizes. Since 1990, we have more than quadrupled our annual unit closings, unit orders and unit backlog levels. Including 2003 settlements of nearly 33,000 homes, we have closed more than 370,000 homes since our inception.

     On July 31, 2001, we merged with Del Webb in a tax-free stock-for-stock transaction. Del Webb was primarily a homebuilder with operations in seven states. For the fiscal year ended June 30, 2001, Del Webb reported net income of $91.2 million on revenues of $1.9 billion and 7,038 unit settlements. Backlog reported at June 30, 2001, was 3,682 units valued at approximately $994 million. This merger expanded and supported our leadership position. In particular, we believe the merger strengthened our position among active adult (55 and better) homebuyers, added important strategic land positions, provided operational savings from economies of scale, bolstered our purchasing leverage, and enhanced our overall competitive position. In accordance with our operational strategy, we will continue to evaluate available strategic acquisition opportunities that are consistent with our long-range goals.

     As of December 31, 2003, our Domestic Homebuilding operations offered homes for sale in 535 communities at sales prices ranging from $80,000 to $2,300,000. Sales prices of homes currently offered for sale in 75% of our communities fall within the range of $100,000 to $350,000 with a 2003 average unit selling price of $259,000. Sales of single-family detached homes, as a percentage of total unit sales, were 83% in 2003, 86% in 2002, and 82% in 2001. Our Domestic Homebuilding operations are geographically diverse and, as a result, better insulate us from demand changes in individual markets. As of December 31, 2003, our Domestic Homebuilding business operated in 44 markets spanning 27 states.

     As of December 31, 2003, our Domestic Homebuilding operations had 13,952 units in backlog valued at approximately $4.1 billion.

International Homebuilding

     Our International Homebuilding operations are principally conducted through subsidiaries of International in Mexico, Puerto Rico and Argentina. International Homebuilding product offerings focus on the demand of first-time buyers and middle-to-upper income consumer groups. Effective January 1, 2002, International reorganized its structure within Mexico to create a single company, Pulte Mexico S. de R.L. de C.V., which ranks as one of the largest builders in the country. Prior to the reorganization, these operations were conducted primarily through five joint ventures throughout Mexico. Under the new ownership structure, which combines the largest of these entities, we own 63.8% of Pulte Mexico S. de R.L. de C.V. and have consolidated Pulte Mexico S. de R.L. de C.V. into our financial statements.

     We are currently in the process of evaluating various long-term strategic alternatives with regard to our International operations.

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Homebuilding Operations (continued)

Land acquisition and development

     We select locations for development of homebuilding communities after completing extensive market research, enabling us to match the location and product offering with our targeted consumer group. We consider factors such as proximity to developed areas, population and job growth patterns and, if applicable, estimated development costs. We historically have managed the risk of controlling our land positions through use of option contracts and outright acquisition. We typically control land with the intent to complete sales of housing units within 24 to 36 months from the date of opening a community, except in the case of certain active adult developments and our Del Webb operations for which the completion of community build out requires a longer time period due to typically larger project sizes. As a result, land is generally purchased after it is properly zoned and developed or is ready for development. In addition, we dispose of owned land not required in the business through sales to appropriate end users. Where we develop land, we engage directly in many phases of the development process, including land and site planning, obtaining environmental and other regulatory approvals, as well as constructing roads, sewers, water and drainage facilities and other amenities. We use our staff and the services of independent engineers and consultants for land development activities. Land development work is performed primarily by independent contractors and local government authorities who construct sewer and water systems in some areas. At December 31, 2003, we controlled approximately 257,000 lots, of which 120,000 were owned and 137,000 were under option agreements.

Sales and marketing

     We are dedicated to improving the quality and value of our domestic homes through innovative proprietary architectural and community designs and state-of-the-art customer marketing techniques. Analyzing various qualitative and quantitative data obtained through extensive market research, we segment our potential customers into well-defined buyer profiles. Segmentation analysis provides a method for understanding the business opportunities and risks across the full spectrum of consumer groups in each market. Once the demands of potential buyers are understood, we link our home design and community development efforts to the specific lifestyle of each targeted consumer group.

     To meet the demands of our various domestic customers, we have established a solid design expertise for a wide array of product lines. We believe that we are an innovator in the design of our homes and we view design capacity as an integral aspect of our marketing strategy. Our in-house architectural services teams and management, supplemented by outside consultants, are successful in creating distinctive design features, both in exterior facades and interior options and features. In certain markets our strategy is to offer “the complete house” in which all features shown in the home are included in the sales price. Standard features typically offered include vaulted ceilings, appliances, and a variety of available flooring and carpet.

     Typically, our domestic sales teams, together with outside sales brokers, are responsible for guiding the customer through the sales process. We are committed to industry-leading customer service through a variety of quality initiatives, including the customer care program, which ensures that homeowners are comfortable at every stage of the building process. Using a seven-step, interactive process, homeowners are kept informed during their homebuilding and home owning experience. The steps include (1) a pre-construction meeting with the superintendent; (2) pre-dry wall frame walk; (3) quality assurance inspection; (4) first homeowner orientation; (5) 30-day follow-up after the close of the home; (6) three-month follow-up; and (7) an 11-month quality list after the close of the home. Fully furnished and landscaped model homes are used to showcase our homes and their distinctive design features. We have great success with the first-time buyer in the low to moderate price range; in such cases, financing under United States Government-insured and guaranteed programs is often used and is facilitated through our mortgage company. We also enjoy strong sales to the move-up buyer and, in certain markets, offer semi-custom homes in higher price ranges.

     As a result of the Del Webb merger, we are better able to address the needs of active adults, the fastest growing homebuying segment. With destination communities offering highly amenitized products such as golf courses, recreational centers and educational classes, the active adult buyer has many options to maintain an active lifestyle.

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Homebuilding Operations (continued)

Sales and marketing (continued)

     In 2003, our Dallas, Houston, Las Vegas, Minneapolis/St. Paul, San Francisco Bay Area, Phoenix, Raleigh/Durham, Sacramento, Southern California, Tampa, Tucson, and Palm Beach markets were recognized for ranking the highest in their markets in a national customer satisfaction study. The survey of twenty-one U. S. markets noted customer service and home readiness as the two factors that most heavily influenced the customer’s overall level of satisfaction. We ranked third or better in seventeen of the twenty-one markets surveyed. Building on this quality foundation is our brand development program with our “Three I’s on Quality” (Involvement, Integrity, and Innovation) platform. Developing the Pulte Homes brand and leveraging the strength of the “DiVosta,” “Del Webb” and “Sun City” tradenames helps to distinguish our communities from the competition, and can often be rewarded with the advantages of additional sales pace, choice community locations, and reduced overall customer acquisition costs.

     In addition, our Homeowner for Life™ strategy and philosophy has increased our business from those who have previously owned a Pulte home or have been referred by a Pulte homeowner by ensuring a positive home buying and home owning experience. We introduce our homes to prospective buyers through a variety of media advertising, illustrated brochures, Internet listings and link placements, and other advertising displays. In addition, our websites, www.pulte.com, www.delwebb.com, and www.divosta.com provide tools to help users find a home that meets their needs, investigate financing alternatives, communicate moving plans, maintain a home, learn more about us and communicate directly with us. Approximately three million potential customers visited our websites during 2003.

     Our international sales and marketing efforts focus on the identification of underserved market demand, particularly in Argentina and Puerto Rico, with strong emphasis on quality initiatives and customer service. In Mexico, where our product is focused largely on social interest housing, sales and marketing efforts target areas experiencing population and employment (industrialization) growth.

Construction

     The construction process for our domestic homes begins with the in-house design of the homes we sell. The building phase is conducted under the supervision of our on-site construction superintendents. The construction work is usually performed by independent contractors under contracts that, in many instances, cover both labor and materials on a fixed-price basis. We believe that Pulte Preferred Partnerships (P3), an extension of our quality assurance program, continues to establish new standards for contractor relations. Using a selective process, we have teamed up with what we believe are premier contractors and suppliers to improve all aspects of the land development and house construction processes.

     We maintain efficient construction operations by using standard materials and components from a variety of sources and, when possible, by building on contiguous lots. To minimize the effects of changes in construction costs, the contracting and purchasing of building supplies and materials generally is negotiated at or near the time when related sales contracts are signed. In addition, we leverage our size by actively negotiating our materials needs on a national or regional basis to minimize production component cost. We are also working to establish a more integrated system that can effectively link suppliers, contractors and the production schedule through various strategic business partnerships and e-business initiatives.

     Housing in Mexico and Puerto Rico consists primarily of reinforced poured concrete, concrete and ceramic block and/or brick construction with flat roofs and public water, electric and sanitary system connections. Our housing product in Argentina is designed and constructed in a similar fashion to our domestic product but is customized for local preferences. Building materials, supplies and components are sourced locally and the construction work is performed by general contractors and/or independent contractors, which in many cases include both labor and materials.

     We cannot determine the extent to which necessary building materials will be available at reasonable prices in the future and have, on occasion, experienced shortages of skilled labor in certain trades and of building materials in some markets.

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Homebuilding Operations (continued)

Competition and other factors

     Our dedication to customer satisfaction is evidenced by our consumer and value-based brand approach to product development, and is something that we believe distinguishes us in the homebuilding industry and contributes to our long-term competitive advantage. The housing industry in the United States, however, is highly competitive. In each of our market areas, there are numerous homebuilders with which we compete. We also compete with the resales of existing house inventory. Any provider of housing units, for-sale or to rent, including apartment builders, may be considered a competitor. Conversion of apartments to condominiums further provides certain segments of the population an alternative to traditional housing, as does manufactured housing. We compete primarily on the basis of price, reputation, design, location and quality of our homes. The housing industry is affected by a number of economic and other factors including: (1) significant national and world events, which impact consumer confidence; (2) changes in interest rates; (3) changes in other costs associated with home ownership, such as property taxes and energy costs; (4) various demographic factors; (5) changes in federal income tax laws; (6) changes in government mortgage financing programs, and (7) availability of sufficient mortgage capacity. In addition to these factors, our business and operations could be affected by shifts in demand for new homes.

     Our operations are subject to building, environmental and other regulations of various federal, state, local and foreign governing authorities. For our homes to qualify for Federal Housing Administration (FHA) or Veterans Administration (VA) mortgages, we must satisfy valuation standards and site, material and construction requirements of those agencies. Our compliance with federal, state, local and foreign laws relating to protection of the environment has had, to date, no material effect upon capital expenditures, earnings or competitive position. More stringent requirements could be imposed in the future on homebuilders and developers, thereby increasing the cost of compliance.

Financial Services Operations

     We conduct our financial services business, which includes mortgage and title operations, through Pulte Mortgage and other subsidiaries.

Mortgage banking

     Our mortgage bank arranges financing through the origination of mortgage loans primarily for the benefit of our domestic homebuyers, but also services the general public. We also engage in the sale of such loans and the related servicing rights. We are a lender approved by the FHA and VA and are a seller/servicer approved by Government National Mortgage Association (GNMA), Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and other investors. In our conventional mortgage lending activities we follow underwriting guidelines established by FNMA and FHLMC.

     Our mortgage underwriting, processing and closing functions are centralized in Denver, Colorado using a mortgage operations center (MOC) concept. We also use a centralized telephone loan officer concept where loan officers are centrally located at a mortgage application center (MAC) in Denver. Our sales representatives, who are the mortgage customers’ main contact, forward the loan applications to a MAC loan counselor who calls the customer to complete the loan application and then forwards it to the MOC for processing. We believe both the MOC and the MAC improve the speed and efficiency of our mortgage operations, thereby improving our profitability and allowing us to focus on creating attractive mortgage financing opportunities for our customers.

     In originating mortgage loans, we initially use our own funds and borrowings made available to us through various credit arrangements. Subsequently, we sell such mortgage loans and mortgage-backed securities to outside investors.

     Our capture rate for the years ended December 31, 2003, 2002, and 2001 was approximately 83%, 78%, and 74%, respectively. Our capture rate represents loan originations from our homebuilding business as a percent of total loan opportunities, excluding cash settlements, from our homebuilding business. During the years ended December 31, 2003, 2002 and 2001, we originated mortgage loans for approximately 73%, 68% and 67%, respectively, of the homes we sold domestically. Such originations represented 83%, 85% and 81%, respectively, of our originations.

     We sell our servicing rights on a flow basis through fixed price servicing sales contracts to reduce the risks inherent in servicing loans. This strategy results in owning the servicing rights for only a short period of time, generally less than four months after the loan is originated, which substantially reduces the risk of impairment with respect to the fair value of these reported assets. The servicing sales contracts provide for the reimbursement of payments made when loans prepay within specified periods of time, usually 90 days after sale or securitization.

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Financial Services Operations (continued)

Mortgage banking (continued)

     The mortgage industry in the United States is highly competitive. We compete with other mortgage companies and financial institutions to provide attractive mortgage financing to both our homebuyers and to the general public. The Internet is also an important resource for homebuyers in obtaining financing as a number of companies provide online approval for their customers. These Internet-based mortgage companies may also be considered competitors.

     In originating and servicing mortgage loans, we are subject to rules and regulations of the FHA, VA, GNMA, FNMA and FHLMC. In addition to being affected by changes in these programs, our mortgage banking business is also affected by several of the same factors that impact our homebuilding business.

Discontinued operations

     During the first quarter of 1994, we adopted a plan of disposal for First Heights and announced our strategy to exit the thrift industry and increase our focus on housing and related mortgage banking. First Heights sold all but one of its 32 bank branches and related deposits to two unrelated purchasers. The sale was substantially completed during the fourth quarter of 1994.

     Although in 1994, we expected to complete the plan of disposal within a reasonable period of time, contractual disputes with the Federal Deposit Insurance Corporation (FDIC) prevented the prepayment of the Federal Savings and Loan Insurance Corporation Resolution Fund (FRF) notes, thereby precluding us from completing the disposal in accordance with our original plan. To provide liquidity for the sale, First Heights liquidated its investment portfolios and its single-family residential loan portfolio and, as provided in the Assistance Agreement, entered into a Liquidity Assistance Note (LAN) with the FDIC acting in its capacity as manager of the FRF notes. The LAN was collateralized by the FRF notes. The LAN and FRF notes matured in September 1998; however, payment of these obligations was withheld by both parties pending resolution of all open matters with the FDIC. As discussed in Item 3, we settled the litigation with the FDIC in October 2001, and as part of that settlement all obligations under the LAN and FRF notes were extinguished.

     First Heights’ day-to-day activities are principally devoted to supporting residual regulatory compliance matters and the litigation with the United States government, discussed in Item 3, and are not reflective of the active operations of the former thrift, such as maintaining traditional transaction accounts (e.g., checking and savings accounts) or making loans. Accordingly, such operations are presented as discontinued.

Corporate

     Corporate is a non-operating segment that is comprised primarily of Pulte Homes, Inc. and Pulte Diversified Companies, Inc., both of which are holding companies. The primary purpose of Corporate is to support the operations of our subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered around new business development and operating efficiencies. Business development activities include the pursuit of additional domestic and international opportunities as well as the development of innovative building components and processes. Corporate also includes the activities associated with supporting a publicly traded entity listed on the New York Stock Exchange.

     Corporate assets include equity investments in its subsidiaries, short-term financial instruments and affiliate advances. Liabilities include senior and subordinated debt and income taxes. Corporate revenues consist primarily of investment earnings of excess funds, while its expenses include costs associated with supporting a publicly traded company and its subsidiaries’ operations, and investigating strategic initiatives.

Organization/Employees

     All subsidiaries and operating units operate independently with respect to daily operations. Homebuilding real estate purchases and other significant homebuilding, mortgage banking, financing activities and similar operating decisions must be approved by the business unit and/or corporate senior management.

     At December 31, 2003, we employed approximately 10,800 persons. Our employees are not represented by any union. Contracted work, however, may be performed by union contractors. Homebuilding and mortgage banking management personnel are paid performance bonuses and incentive compensation. Performance bonuses are based on individual performance while incentive compensation is based on the performance of the applicable business unit or subsidiary. Our corporate management personnel are paid incentive compensation based on our overall performance. Each subsidiary is given autonomy regarding employment of personnel, although our senior corporate management acts in an advisory capacity in the employment of subsidiary officers. We consider our employee and contractor relations to be satisfactory.

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ITEM 2. PROPERTIES

     Our homebuilding and corporate headquarters are located at 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304, where we lease 63,740 square feet of office space. We also lease 37,004 square feet of office space at 15333 N. Pima Rd., Suite 300/340/345, Scottsdale, Arizona 85250 and 41,208 square feet of office space at 1230 West Washington Street, Tempe, Arizona 85281 for certain corporate and business services. Pulte Mortgage’s offices are located at 7475 South Joliet Street, Englewood, Colorado 80112 and 99 Inverness Drive East, Englewood, Colorado 80112. We lease approximately 61,436 square feet and 32,000 square feet, respectively, of office space at these locations. Our homebuilding markets and mortgage branch operations generally lease office space for their day-to-day operations. First Heights’ administrative office is located in 918 square feet of leased space at 2010 North Loop West, Suite 220, Houston, Texas 77018.

     Because of the nature of our homebuilding operations, significant amounts of property are held as inventory in the ordinary course of our homebuilding business. Such properties are not included in response to this Item.

ITEM 3. LEGAL PROCEEDINGS

     We are involved in various litigation incidental to our continuing business operations. We believe that none of this litigation will have a material adverse impact on our results of operations, our financial position or our cash flows.

First Heights-related litigation

     We were a party to three lawsuits relating to First Heights’ 1988 acquisition from the Federal Savings and Loan Insurance Corporation (FSLIC) and First Heights’ ownership of five failed Texas thrifts. The first lawsuit (the District Court Case) was filed on July 7, 1995, in the United States District Court, Eastern District of Michigan, by the Federal Deposit Insurance Corporation (FDIC) against Pulte Homes, Inc., Pulte Diversified Companies, Inc. and First Heights (collectively, the Pulte Parties). The second lawsuit (the Court of Federal Claims Case) was filed on December 26, 1996, in the United States Court of Federal Claims (Washington, D.C.) by the Pulte Parties against the United States. The third lawsuit was filed by First Heights on January 10, 2000, in the United States District Court, Eastern District of Michigan against the FDIC regarding the amounts, including interest, the FDIC was obligated to pay First Heights on two promissory notes which had been executed by the FDIC’s predecessor, the FSLIC.

     In the District Court Case, the FDIC, as successor to the FSLIC, sought a declaration of rights and other relief related to the Assistance Agreement entered into between First Heights and the FSLIC. The FDIC and the Pulte Parties disagreed about the proper interpretation of provisions in the Assistance Agreement which provide for sharing of certain tax benefits achieved in connection with First Heights’ 1988 acquisition and ownership of the five failed Texas thrifts. The District Court Case also included certain other claims relating to the foregoing, including claims resulting from our amendment and First Heights’ amendment of a tax sharing and allocation agreement between us and First Heights. The Pulte Parties disputed the FDIC’s claims and filed an answer and a counterclaim, seeking, among other things, a declaration that the FDIC had breached the Assistance Agreement in numerous respects. On December 24, 1996, the Pulte Parties voluntarily dismissed without prejudice certain of their claims in the District Court Case and, on December 26, 1996, initiated the Court of Federal Claims Case.

     In October 2001, the FDIC and the Pulte Parties settled the District Court Case, the related appeal to the Sixth Circuit Court of Appeals and the third lawsuit. As part of this settlement (the Settlement), the First Heights Assistance Agreement was terminated, except that certain tax benefit sharing provisions will continue in effect, and the warrants issued by First Heights to the FDIC were extinguished. We do not believe that the claims in the Court of Federal Claims Case are in any way prejudiced by the Settlement.

     In the Court of Federal Claims Case, the Pulte Parties assert breaches of contract on the part of the United States in connection with the enactment of Section 13224 of the Omnibus Budget Reconciliation Act of 1993 (OBRA). That provision repealed portions of the tax benefits that the Pulte Parties claim they were entitled to under the contract to acquire the failed Texas thrifts. The Pulte Parties also assert other claims concerning the contract, including that the United States (through the FDIC as receiver) improperly attempted to amend the failed thrifts’ pre-acquisition tax returns and that this attempt was made in an effort to deprive the Pulte Parties of tax benefits for which they had contracted.

     On August 17, 2001, the United States Court of Federal Claims ruled that the United States government is liable to the Pulte Parties for breach of contract by enacting Section 13224 of OBRA. In September 2003, the United States Court of Federal Claims issued final judgment that the Pulte Parties have been damaged by approximately $48.7 million as a result of the United States government’s breach of contract with them. The United States government and the Pulte Parties filed Notices of Appeal with the United States Court of Appeals for the Federal Circuit in October 2003. Accordingly, any gain related to this litigation will be recognized only upon final resolution.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     This Item is not applicable.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is certain information with respect to our executive officers.

                     
                Year Became
Name   Age   Position   An Officer

 
 
 
William J. Pulte     71     Chairman of the Board     1956  
Richard J. Dugas, Jr.     38     President and Chief Executive Officer     2002  
Steven C. Petruska     45     Executive Vice President and Chief Operating Officer     2004  
Roger A. Cregg     47     Executive Vice President and Chief Financial Officer     1997  
Leo J. Taylor     45     Executive Vice President, Human Resources     2003  
John R. Stoller     55     Senior Vice President, General Counsel and Secretary     1990  
Vincent J. Frees     53     Vice President and Controller     1995  
Gregory M. Nelson     48     Vice President and Assistant Secretary     1993  
Bruce E. Robinson     42     Vice President and Treasurer     1998  

     The following is a brief account of the business experience of each officer during the past five years:

     Mr. Pulte was appointed Chairman of the Board in December 2001. He has also served as Chairman of the Executive Committee of the Board of Directors since January 1999.

     Mr. Dugas was appointed President and Chief Executive Officer in July 2003. Prior to that date, he served as Executive Vice President and Chief Operating Officer. He was appointed Chief Operating Officer in May 2002 and Executive Vice President in December 2002. Since 1994, he has served in a variety of management positions. Most recently, he was Coastal Region President with responsibility for our Georgia, North Carolina, South Carolina, and Tennessee operations.

     Mr. Petruska was appointed Executive Vice President and Chief Operating Officer in January 2004. Since joining our company in 1984, he has held a number of management positions. Most recently, he was the President for both the Arizona Area and Nevada Area operations.

     Mr. Cregg was appointed Executive Vice President in May 2003 and was named Chief Financial Officer effective January 1998.

     Mr. Taylor was appointed Executive Vice President, Human Resources, in May 2003. Prior to that date, he was Vice President of Human Resources and Sales Development since 1997.

     Mr. Stoller was appointed Senior Vice President in September 1999. Prior to that date, he served as Vice President and General Counsel since October 1990.

     Mr. Frees has been Vice President and Controller since May 1995.

     Mr. Nelson has been Vice President since August 1993.

     Mr. Robinson was appointed Treasurer in July 1998 and was named Vice President and Treasurer effective January 1999.

     There is no family relationship between any of the officers. Each officer serves at the pleasure of the Board of Directors.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common shares are listed on the New York Stock Exchange (Symbol: PHM). The table below, which has been adjusted to retroactively reflect our two-for-one stock split announced December 11, 2003 and effected January 2, 2004, sets forth, for the quarterly periods indicated, the range of high and low closing prices and cash dividends declared per share.

                                                 
    2003   2002
   
 
                    Declared                   Declared
    High   Low   Dividends   High   Low   Dividends
   
 
 
 
 
 
1st Quarter
  $ 26.59     $ 22.73     $ .02     $ 27.22     $ 20.99     $ .02  
2nd Quarter
    35.99       24.66       .02       29.47       23.00       .02  
3rd Quarter
    34.88       28.98       .02       28.97       20.41       .02  
4th Quarter
    49.42       33.73       .05       24.85       18.30       .02  

     At December 31, 2003, there were 1,527 shareholders of record.

ITEM 6. SELECTED FINANCIAL DATA

     Set forth below is selected consolidated financial data for each of the past five fiscal years. The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and Notes thereto included elsewhere in this report.

                                         
    Years Ended December 31,
    ($000’s omitted)
   
    2003   2002   2001(a)   2000   1999
   
 
 
 
 
OPERATING DATA:
                                       
Homebuilding:
                                       
Revenues
  $ 8,929,798     $ 7,363,989     $ 5,309,829     $ 4,195,675     $ 3,711,196  
 
   
     
     
     
     
 
Income before income taxes
  $ 1,002,161     $ 724,067     $ 512,291     $ 386,604     $ 311,668  
 
   
     
     
     
     
 
Financial Services:
                                       
Revenues
  $ 115,847     $ 106,628     $ 77,222     $ 50,669     $ 54,279  
 
   
     
     
     
     
 
Income before income taxes
  $ 68,846     $ 66,723     $ 36,948     $ 24,788     $ 25,721  
 
   
     
     
     
     
 
Corporate:
                                       
Revenues
  $ 3,281     $ 1,202     $ 2,210     $ 633     $ 2,748  
 
   
     
     
     
     
 
Loss before income taxes
  $ (75,351 )   $ (61,968 )   $ (57,452 )   $ (56,296 )   $ (50,984 )
 
   
     
     
     
     
 
Consolidated results:
                                       
Revenues
  $ 9,048,926     $ 7,471,819     $ 5,389,261     $ 4,246,977     $ 3,768,223  
 
   
     
     
     
     
 
Income from continuing operations before income taxes
  $ 995,656     $ 728,822     $ 491,787     $ 355,096     $ 286,405  
Income taxes
    378,334       284,221       189,362       136,712       108,118  
 
   
     
     
     
     
 
Income from continuing operations
    617,322       444,601       302,425       218,384       178,287  
Income (loss) from discontinued operations
    7,312       9,044       (1,032 )     (29,871 )     (122 )
 
   
     
     
     
     
 
Net income
  $ 624,634     $ 453,645     $ 301,393     $ 188,513     $ 178,165  
 
   
     
     
     
     
 

(a)       Del Webb operations were merged effective July 31, 2001.

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      Years Ended December 31,
     
      2003   2002   2001(a)   2000   1999
     
 
 
 
 
PER SHARE DATA (b):
                                       
Earnings per share - basic:
                                       
 
Income from continuing operations
  $ 5.05     $ 3.68     $ 3.08     $ 2.64     $ 2.06  
 
Income (loss) from discontinued operations
    .06       .07       (.01 )     (.36 )      
 
   
     
     
     
     
 
 
Net income
  $ 5.11     $ 3.75     $ 3.07     $ 2.28     $ 2.06  
 
   
     
     
     
     
 
 
Weighted-average common shares outstanding (000’s omitted)
    122,162       120,906       98,196       82,620       86,492  
 
   
     
     
     
     
 
Earnings per share - assuming dilution:
                                       
 
Income from continuing operations
  $ 4.91     $ 3.60     $ 3.00     $ 2.59     $ 2.03  
 
Income (loss) from discontinued operations
    .06       .07       (.01 )     (.35 )      
 
   
     
     
     
     
 
 
Net income
  $ 4.97     $ 3.67     $ 2.99     $ 2.24     $ 2.03  
 
   
     
     
     
     
 
 
Weighted-average common shares outstanding and effect of dilutive securities (000’s omitted)
    125,730       123,492       100,646       84,292       87,646  
 
   
     
     
     
     
 
Shareholders’ equity
  $ 27.55     $ 22.58     $ 19.22     $ 15.01     $ 12.64  
 
   
     
     
     
     
 
Cash dividends declared
  $ .11     $ .08     $ .08     $ .08     $ .08  
 
   
     
     
     
     
 

(a)   Del Webb operations were merged effective July 31, 2001.
 
(b)   All share and per share amounts have been restated to retroactively reflect the two-for-one stock split announced on December 11, 2003 and effected January 2, 2004.

                                         
    December 31,
    ($000’s omitted)
   
    2003   2002   2001   2000   1999
   
 
 
 
 
BALANCE SHEET DATA:
                                       
House and land inventories
  $ 5,528,410     $ 4,293,597     $ 3,833,763     $ 1,896,856     $ 1,822,060  
Total assets
    8,063,352       6,872,087       5,710,893       2,886,483       2,487,351  
Senior notes and subordinated notes
    2,150,972       1,913,268       1,722,864       666,296       508,690  
Shareholders’ equity
    3,448,123       2,760,426       2,276,665       1,247,931       1,093,319  
                                               
          Years Ended December 31,
         
          2003   2002   2001   2000   1999
         
 
 
 
 
OTHER DATA:
                                       
Domestic Homebuilding:
                                       
 
Total markets, at year-end
    44       44       43       41       41  
 
Total active communities, at year-end
    535       460       440       396       388  
 
Total settlements – units
    32,693       28,903       22,915       19,799       19,569  
 
Total net new orders – units (a)
    34,989       30,830       22,163       19,844       19,367  
 
Backlog units, at year-end
    13,952       10,605       8,678       5,477       5,432  
 
Average unit selling price
  $ 259,000     $ 242,000     $ 225,000     $ 206,000     $ 187,000  
 
Gross profit margin % from home sales (b)
    20.6 %     19.4 %     19.1 %     18.0 %     17.0 %
Homebuilding settlement units (c):
                                       
   
Domestic
    32,693       28,903       22,915       19,799       19,569  
   
International
    7,120       6,525       221       264       262  
 
   
     
     
     
     
 
     
Total
    39,813       35,428       23,136       20,063       19,831  
 
   
     
     
     
     
 

(a)   Total net new orders-units for the years ended December 31, 2003 and 2001, do not include 1,051 units and 3,953 units, respectively, of acquired backlog.
 
(b)   Domestic homebuilding interest expense, which represents the amortization of capitalized interest, has been reclassified to home cost of sales.
 
(c)   Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003 through 1999 were 149, 1,022, 7,258, 7,718, and 6,791, respectively.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

     A summary of our operating results by business segment for the years ended December 31, 2003, 2002, and 2001 is as follows ($000’s omitted, except per share data):

                           
      Years Ended December 31,
     
      2003   2002   2001
     
 
 
Pre-tax income (loss):
                       
 
Homebuilding
  $ 1,002,161     $ 724,067     $ 512,291  
 
Financial Services
    68,846       66,723       36,948  
 
Corporate
    (75,351 )     (61,968 )     (57,452 )
 
 
   
     
     
 
Income from continuing operations before income taxes
    995,656       728,822       491,787  
Income taxes
    378,334       284,221       189,362  
 
 
   
     
     
 
Income from continuing operations
    617,322       444,601       302,425  
Income (loss) from discontinued operations
    7,312       9,044       (1,032 )
 
 
   
     
     
 
Net income
  $ 624,634     $ 453,645     $ 301,393  
 
 
   
     
     
 
Per share data - assuming dilution:
                       
 
Income from continuing operations
  $ 4.91     $ 3.60     $ 3.00  
 
Income (loss) from discontinued operations
    .06       .07       (.01 )
 
 
   
     
     
 
 
Net income
  $ 4.97     $ 3.67     $ 2.99  
 
 
   
     
     
 

     A comparison of pre-tax income (loss), for the years ended December 31, 2003, 2002, and 2001 is as follows:

    Continued strong demand for new housing, the addition and expansion of the Del Webb branded communities, coupled with our ability to effectively manage selling price and pace through our unique segmentation strategy drove pre-tax income of our homebuilding business segment to increase 38% in 2003 and 41% in 2002. Domestic average unit selling price increased by 7% in 2003 and 8% in 2002. Additionally, domestic gross margin percentages from home sales were up 120 basis points in 2003 principally as a result of product price increases and market and product mix shifts. Compared to 2001, our 2002 domestic gross margin percentages were up 30 basis points principally as a result of purchase accounting adjustments recorded in 2001.
 
    Pre-tax income of our financial services business segment increased 3% in 2003 and 81% in 2002. The increase in 2003 was primarily driven by an increase in loan originations and a higher capture rate tempered by a less favorable interest rate environment during the last half of the year. The 2002 increase was a result of increased volume, a favorable interest rate environment, effective leverage of overhead costs and the addition of Del Webb mortgage operations.
 
    Pre-tax loss of our non-operating corporate segment increased 22% in 2003 to $75.4 million principally from higher compensation-related costs. The pre-tax loss in 2002 increased 8% as a result of higher interest costs, related to an increase in debt levels to support the growth of the business.

     During the third quarter of 2003 and 2002, we recorded non-cash, after-tax gains of $7.9 million and $10.0 million, respectively, related to the favorable resolution of certain tax matters relating to our thrift operation, which we discontinued in 1994.

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Homebuilding

     Our Homebuilding segment consists of the following operations:

    Domestic Homebuilding - We conduct our Domestic Homebuilding operations in 44 markets located throughout 27 states. Domestic Homebuilding offers a broad product line to meet the needs of the first-time, first and second move-up, and active adult homebuyers.
 
    International Homebuilding - We conduct our International Homebuilding operations through subsidiaries of Pulte International Corporation (International) in Mexico, Puerto Rico and Argentina. International Homebuilding product offerings focus on the demand of first-time buyers and middle-to-upper income consumer groups. We are currently in the process of evaluating various long-term strategic alternatives with regard to our International operations.

     Certain operating data relating to our homebuilding operations are as follows ($000’s omitted):

                             
        Years Ended December 31,
       
        2003   2002   2001
       
 
 
Homebuilding settlement revenues:
                       
 
Domestic
  $ 8,482,341     $ 6,991,614     $ 5,145,526  
 
International
    228,137       196,074       35,169  
 
   
     
     
 
   
Total
  $ 8,710,478     $ 7,187,688     $ 5,180,695  
 
   
     
     
 
Homebuilding settlement units:
                       
 
Domestic
    32,693       28,903       22,915  
 
International
    7,120       6,525       221  
 
   
     
     
 
   
Total
    39,813       35,428       23,136  
 
   
     
     
 

  Note:  Homebuilding revenues of affiliates, not included in the table above, for the years ended December 31, 2003 through 2001 were $32,511, $40,723, and $180,621, respectively. Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003 through 2001 were 149, 1,022, and 7,258, respectively.

Domestic Homebuilding

     The Domestic Homebuilding operations represent our core business. We conduct our operations in 44 markets, located throughout 27 states, presented geographically as follows:

     
Northeast:   Connecticut, Delaware, Maryland, Massachusetts, New Hampshire, New Jersey,
New York, Rhode Island, Pennsylvania, Virginia
     
Southeast:   Florida, Georgia, North Carolina, South Carolina, Tennessee
     
Midwest:   Illinois, Indiana, Kansas, Michigan, Minnesota, Ohio
     
Central:   Colorado, Texas, New Mexico
     
West:   Arizona, California, Nevada

     The greater Phoenix market accounted for 11% of Domestic Homebuilding settlement revenues, 12% of settlement units and 14% of net new orders in 2003. The Las Vegas market accounted for 10% of net new orders in 2003. For the year ended December 31, 2002, the greater Phoenix market accounted for 10% of Domestic Homebuilding settlement revenues, 11% of settlement units and 11% of net new orders. No other individual markets represented more than 10% of total Domestic Homebuilding settlement revenues, settlement units or net new orders during the three years ended December 31, 2003.

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Homebuilding (continued)

Domestic Homebuilding (continued)

     The following table presents selected unit information for our Domestic Homebuilding operations:

                           
      Years Ended December 31,
     
      2003   2002   2001
     
 
 
Unit settlements:
                       
 
Northeast
    2,692       2,440       2,014  
 
Southeast
    8,234       8,271       8,126  
 
Midwest
    4,936       4,458       3,288  
 
Central
    5,283       4,588       3,982  
 
West
    11,548       9,146       5,505  
 
   
     
     
 
 
    32,693       28,903       22,915  
 
   
     
     
 
Net new orders - units (a):
                       
 
Northeast
    3,098       2,738       1,905  
 
Southeast
    9,021       8,651       8,111  
 
Midwest
    4,736       4,684       3,515  
 
Central
    5,125       4,590       3,817  
 
West
    13,009       10,167       4,815  
 
   
     
     
 
 
    34,989       30,830       22,163  
 
   
     
     
 
Net new orders - dollars ($000’s omitted) (a)
  $ 9,555,000     $ 7,731,000     $ 4,855,000  
 
   
     
     
 
Backlog at December 31 - units:
                       
 
Northeast
    1,535       1,129       831  
 
Southeast
    3,726       2,939       2,559  
 
Midwest
    1,401       1,601       1,375  
 
Central
    1,156       905       903  
 
West
    6,134       4,031       3,010  
 
   
     
     
 
 
    13,952       10,605       8,678  
 
   
     
     
 
Backlog at December 31 - dollars ($000’s omitted)
  $ 4,147,000     $ 2,857,000     $ 2,118,000  
 
   
     
     
 

(a)     Net new orders for the years ended December 31, 2003 and 2001, do not include 1,051 units and 3,953 units, respectively, of acquired backlog and related dollars.

     Unit settlements in 2003 reached a record high, increasing 13% to 32,693 units. The increase in 2003 can be attributed to continued strong demand for new housing and an increase in the active communities to 535 from 460. Unit settlements in 2002 increased 26% to 28,903 units, principally from the inclusion of a full year of Del Webb operations combined with strong sales in the Midwest. The average selling price for our homes increased from $225,000 in 2001 to $242,000 in 2002 and to $259,000 in the current year. Changes in average selling price reflect a number of factors, including price increases, the mix of product closed during a period and the number of options purchased by customers. Both 2003 and 2002 benefited from increased product prices and improved product mix.

     Ending backlog, which represents orders for homes that have not yet closed, climbed 32% to 13,952 homes. The dollar value of our ending backlog was up 45% to $4.1 billion at December 31, 2003. Unit and dollar backlog at December 31, 2002, increased 22% and 35%, respectively, to 10,605 homes valued at $2.9 billion. Overall, strong demand supported by a favorable interest rate environment and an increase in the number of active communities drove increased order activity and record levels of backlog.

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Homebuilding (continued)

Domestic Homebuilding (continued)

     The following table presents a summary of pre-tax income for our Domestic Homebuilding operations ($000’s omitted):

                         
    Years Ended December 31,
   
    2003   2002   2001
   
 
 
Home sale revenue (settlements)
  $ 8,482,341     $ 6,991,614     $ 5,145,526  
Land sale revenue
    219,320       176,301       129,134  
Home cost of sales*
    (6,731,834 )     (5,638,162 )     (4,163,065 )
Land cost of sales
    (153,415 )     (123,306 )     (97,941 )
Selling, general and administrative expenses
    (820,951 )     (664,469 )     (482,128 )
Other income (expense), net
    3,361       (22,968 )     (16,851 )
 
   
     
     
 
Pre-tax income
  $ 998,822     $ 719,010     $ 514,675  
 
   
     
     
 
Average sales price
  $ 259     $ 242     $ 225  
 
   
     
     
 

*   Domestic homebuilding interest expense, which represents the amortization of capitalized interest, has been reclassified to home cost of sales.

     Gross profit margins from home sales in 2003 increased 120 basis points over 2002 to 20.6%. Gross profit margins in 2002 increased 30 basis points to 19.4%. Factors that contributed to this favorable trend include strong customer demand, positive home pricing, the benefits of leverage-buy purchasing activities and effective production and inventory management. In addition, 2001 gross profit margins were negatively impacted 20 basis points as a result of purchase accounting adjustments.

     Land sales increased in each of the prior three years, demonstrating our competency in purchasing, developing and entitling certain land positions for sale primarily to other homebuilders, as well as to retail and commercial establishments. Revenues and their related gains/losses may vary significantly between periods, depending on the timing of such sales. We continue to rationalize certain existing land positions to ensure the most effective use of invested capital. Included in other assets is approximately $251.2 million in land held for disposition as of December 31, 2003, as compared to $218.8 million in the prior year.

     For the year ended December 31, 2003, selling, general and administrative expenses, as a percentage of home settlement revenues, increased 20 basis points to 9.7% after increasing 10 basis points to 9.5% in 2002. The increase in 2003 is principally attributable to costs associated with the realignment of our field operations and organizations to meet the challenge and opportunity for future growth. Higher startup costs for new communities and increased compensation related costs partially offset by a reduction in costs associated with the Del Webb operations contributed to the change in 2002.

     Other income (expense), net totaled income of $3.4 million in 2003 compared to expense of $23.0 million in 2002. This favorable change was principally a result of equity earnings from two Nevada-based joint ventures, totaling $28.5 million, related to the sale of commercial and residential properties. Other expense, net of $16.9 million in 2001 benefited from income from certain non-operating investments totaling $4.2 million.

     At December 31, 2003 and 2002, our Domestic Homebuilding operations controlled approximately 256,900 and 176,800 lots, respectively. Approximately 120,400 and 84,300 lots were owned, and approximately 66,000 and 43,800 lots were under option agreements approved for purchase at December 31, 2003 and 2002, respectively. In addition, there were approximately 70,500 lots under option agreements at December 31, 2003, pending approval, that are under review and evaluation for future use by our Domestic Homebuilding operations. This compared to 48,700 lots at December 31, 2002.

     The total purchase price applicable to approved land under option for use by our homebuilding operations at future dates approximated $2.6 billion at December 31, 2003. In addition, total purchase price applicable to land under option pending approval was valued at $2.1 billion at December 31, 2003. Land option agreements, which may be cancelled at our discretion, may extend over several years and are secured by deposits totaling $99.0 million, which are generally non-refundable.

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Homebuilding (continued)

International Homebuilding

     Our International Homebuilding operations are primarily conducted through subsidiaries of International in Mexico, Puerto Rico and Argentina. Effective January 1, 2002, we reorganized the structure of our operations within Mexico to create a single company, Pulte Mexico S. de R.L. de C.V. , which ranks as one of the largest builders in the country. Prior to the reorganization, these operations were conducted primarily through five joint ventures throughout Mexico. Under the new ownership structure, which combines the largest of these entities, we own 63.8% of Pulte Mexico S. de R.L. de C.V. and have consolidated Pulte Mexico S. de R.L. de C.V. into our financial statements. Results for 2002 include joint venture operations for one month and operations as a consolidated entity for eleven months, as the operations in Mexico report on a one-month lag.

     We are currently in the process of evaluating various long-term strategic alternatives with regard to our International operations.

     The following table presents selected financial data for our International Homebuilding operations for the years ended December 31, 2003, 2002 and 2001 ($000’s omitted):

                         
    Years Ended December 31,
   
    2003   2002   2001
   
 
 
Revenues
  $ 228,137     $ 196,074     $ 35,169  
Cost of sales
    (183,271 )     (157,056 )     (30,937 )
Selling, general and administrative expense
    (42,126 )     (35,029 )     (11,820 )
Other income (expense), net
    (1,485 )     (1,610 )     66  
Minority interest
    (1,382 )     (1,801 )      
Equity in income of joint ventures
    3,466       4,479       5,138  
 
   
     
     
 
Pre-tax income (loss)
  $ 3,339     $ 5,057     $ (2,384 )
 
   
     
     
 
Unit settlements:
    7,120       6,525       221  
 
   
     
     
 

Note:  Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003, 2002, and 2001 were 149, 1,022, and 7,258, respectively.

     International revenues and unit settlements for 2003 benefited from a full year of results from our operations in Mexico as well as increased sales in both Argentina and Puerto Rico. Our Mexico operations had revenues of $172.3 million and unit settlements of 6,777 for the year ended December 31, 2003. Increased revenues and settlements in 2002 were due to consolidation of the operations in Mexico for eleven months of 2002, a full year of closings in Argentina, which recorded its first closing in June of 2001, partially offset by a decline in Puerto Rico. Our operations in Mexico contributed revenues of $158.1 million and unit settlements of 6,271 units in 2002.

     Gross profit margins from home sales declined 20 basis points to 19.7% in 2003 compared to 2002, as favorable product and geographic mix shifts in Mexico were offset by less favorable product mix shifts in Puerto Rico and unfavorable sales pace in Argentina. The consolidation of Mexico had a positive effect on 2002 gross margins, increasing to 19.9% from 12.0% in 2001.

     Selling, general and administrative expenses as a percent of revenue increased by 60 basis points to 18.5% in 2003 from 17.9% in 2002. This increase was driven by additional costs incurred reorganizing our operations in Mexico in an effort to enhance future profitability. Aggressive marketing efforts in Argentina, coupled with limited reorganization costs and a stronger peso, also contributed to the increase.

     Our operations in Argentina and Mexico are affected by fluctuations in currency rates for those countries. Transaction gains and losses for the years ended December 31, 2003, 2002 and 2001, classified as other income (expense), net, were not significant. For the years ended December 31, 2003 and 2002, we recorded a foreign currency translation gain of $1.9 million and a loss of $12.8 million, respectively, for Argentina and a translation loss of $5.9 million and a gain of $8.6 million for Mexico, as a component of accumulated other comprehensive income on the balance sheet. At December 31, 2003, our investment in Argentina and Mexico, net of accumulated foreign currency translation adjustments, approximated $13.2 million and $65.8 million, respectively.

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Financial Services

     We conduct our financial services business, which includes mortgage and title operations, through Pulte Mortgage and other subsidiaries.

     We sell our servicing rights on a flow basis through fixed price servicing sales contracts. Due to the short period of time the servicing rights are held, generally less than four months, we do not amortize the servicing asset. Since the servicing rights are recorded based on the value in the servicing sales contracts, there are no impairment issues related to these assets. We also originate mortgage loans using our own funds or borrowings made available through various credit arrangements, and then sell such mortgage loans to outside investors.

     The following table presents mortgage origination data for our Financial Services operations:

                           
      Years Ended December 31,
     
      2003   2002   2001
     
 
 
Total originations:
                       
 
Loans
    28,655       23,074       19,018  
 
   
     
     
 
 
Principal ($000’s omitted)
  $ 4,989,500     $ 3,771,000     $ 2,937,100  
 
   
     
     
 
Originations for Pulte customers:
                       
 
Loans
    23,864       19,537       15,402  
 
   
     
     
 
 
Principal ($000’s omitted)
  $ 4,179,100     $ 3,176,500     $ 2,385,500  
 
   
     
     
 

     Mortgage origination unit and principal volume for the year ended December 31, 2003, increased 24% and 32%, respectively, over 2002. This growth can be attributed to an increase in the capture rate of 510 basis points to 82.7% combined with the volume increases experienced in our Homebuilding business and an increase in average loan size. Our capture rate represents loan originations from our homebuilding business as a percent of total loan opportunities, excluding cash settlements, from our homebuilding business. Mortgage origination principal volume in 2002 increased 28% over 2001, due to an increase in the capture rate of 390 basis points to 77.6% and the inclusion of Del Webb mortgage operations for a full year. Origination unit volume increased 21% due to the same factors. Our home buying customers continue to account for the majority of total loan production representing 83% of total Pulte Mortgage unit production for 2003, compared with 85% in 2002 and 81% in 2001. Refinancings represented 8% of total loan production in 2003 and 2002, and 10% during 2001. At December 31, 2003, loan application backlog increased 57% to $2.2 billion as compared to $1.4 billion and $0.8 billion at December 31, 2002 and 2001, respectively.

     Pre-tax income for the year ended December 31, 2003, increased 3% to $68.8 million, as a result of increased volume, partially offset by the impact of a less favorable interest rate environment for selling loans during the last six months of the year and an increase in training, systems, and facilities costs incurred in anticipation of the projected growth of the business. Gains from the sale of mortgages increased $2.0 million, or 3%, from the same period in 2002. As compared with 2002, net interest income increased $3.8 million to $15.1 million during 2003 due to increased production. Income from our title operations was $13.5 million in 2003, an increase of 11% over 2002.

     Pre-tax income for the year ended December 31, 2002, increased 81% to $66.7 million, as a result of increased volume, a favorable interest rate environment, effective leverage of overhead costs and the inclusion of Del Webb mortgage operations for a full year. Gains from the sale of mortgages increased $20.4 million, or 49%, from the same period in 2001. As compared with 2001, net interest income increased $6.3 million to $11.3 million during 2002 due to increased production and a steeper yield curve as a result of the drop in interest rates during 2002. Title income grew 42% contributing $12.2 million to pre-tax income for the year.

     We hedge portions of our forecasted cash flow from sales of closed mortgage loans with derivative financial instruments. For the year ended December 31, 2003, we did not recognize any net gains or losses related to an ineffective portion of the hedging instrument. We also did not recognize any gains or losses during 2003, for cash flow hedges that were discontinued because it is probable that the original forecasted transaction will not occur. At December 31, 2003, we expect to reclassify $0.2 million, net of taxes, of net losses on derivative instruments from accumulated other comprehensive income to earnings during the next twelve months from sales of closed mortgage loans.

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Corporate

     Corporate is a non-operating segment that supports the operations of our subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered on new business development and operating efficiencies, and providing the necessary administrative support associated with being a publicly traded entity listed on the New York Stock Exchange. As a result, the corporate segment’s operating results will vary from year to year as these strategic initiatives evolve.

     The following table presents this segment’s results of operations ($000’s omitted):

                         
    Years Ended December 31,
   
    2003   2002   2001
   
 
 
Net interest expense
  $ 39,364     $ 38,214     $ 34,261  
Other corporate expenses, net
    35,987       23,754       23,191  
 
   
     
     
 
Loss before income taxes
  $ 75,351     $ 61,968     $ 57,452  
 
   
     
     
 

     Interest expense, net of interest capitalized into inventory, increased 3% to $39.4 million in 2003 and 12% to $38.2 million in 2002. This trend is a result of an increase in debt levels necessary to support our growth. Interest incurred for the years ended December 31, 2003, 2002, and 2001, excluding interest incurred by our financial services operations, was approximately $179.0 million, $162.5 million and $116.9 million, respectively.

     Other corporate expense, net in 2003 increased $12.2 million principally as a result of higher compensation-related costs. Over the two-year period ended December 31, 2002, other corporate expenses, net were relatively flat, as higher compensation-related costs were offset by income from the sale and adjustment to fair value of various non-operating parcels of commercial land held for sale.

     Interest capitalized into inventory is charged to home cost of sales based on the cyclical timing of our unit settlements, over a period that approximates the average life cycle of our communities. Interest in inventory, has increased primarily as a result of higher levels of indebtedness and the addition of the Del Webb properties, which have a longer life cycle. Information related to Corporate interest capitalized into inventory is as follows ($000’s omitted):

                         
    Years Ended December 31,
   
    2003   2002   2001
   
 
 
Interest in inventory at beginning of year
  $ 142,984     $ 68,595     $ 24,202  
Interest capitalized
    136,308       123,086       80,399  
Interest expensed
    (78,708 )     (48,697 )     (36,006 )
 
   
     
     
 
Interest in inventory at end of year
  $ 200,584     $ 142,984     $ 68,595  
 
   
     
     
 

Discontinued Operations

     During the third quarter of 2003 and 2002, we recorded non-cash, after-tax gains of $7.9 million and $10.0 million, respectively, related to the favorable resolution of certain tax matters relating to our thrift operation, First Heights Bank, fsb (First Heights), which we discontinued in 1994.

     In September 2003, the United States Court of Federal Claims issued final judgment that Pulte Homes, Inc., Pulte Diversified Companies, Inc. and First Heights (collectively, the Pulte Parties) had been damaged by approximately $48.7 million as a result of the United States government’s breach of contract with them. The final judgment follows the Court’s August 17, 2001 ruling that the United States breached the contract related to the Pulte Parties’ 1988 acquisition of five savings and loan associations by enacting Section 13224 of the Omnibus Budget Reconciliation Act of 1993. The United States government and the Pulte Parties filed Notices of Appeal with the United States Court of Appeals for the Federal Circuit in October 2003. Accordingly, any gain related to this litigation will be recognized only upon final resolution.

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Liquidity and Capital Resources

     Our net cash used in operating activities for the year ended December 31, 2003 totaled $301.8 million. The increase in net income was offset by significant investments in land necessary to support the continued growth of the business. Net cash used in investing activities was $34.1 million for 2003. Net cash provided by financing activities for the year ended December 31, 2003, was $128.9 million, reflecting proceeds from the $300 million senior notes issued in February and the $400 million senior notes issued in May and proceeds from employee stock option exercises, offset by the repayment of debt, dividends paid and stock repurchases.

     Our net cash provided by operating activities for the year ended December 31, 2002, was $148.8 million. The increase in net income was aided by the realization of certain tax benefits and an increase in accrued liabilities, while inventories continued to build to support the growth of the business. Net cash provided by investing activities was $21.5 million for 2002. Net cash provided by financing activities for the year ended December 31, 2002, was $374.0 million, reflecting proceeds from the $300 million senior notes issued in June 2002, proceeds from borrowings under our various credit facilities and proceeds from employee stock option exercises, offset by the repayment of debt, dividends paid and stock repurchases.

     We finance our homebuilding land acquisitions, development and construction activities from internally generated funds and existing credit agreements. Effective October 1, 2003, we replaced our $570 million revolving credit facility with an $850 million facility that includes the capacity to issue letters of credit up to $500 million. This new credit facility expires October 1, 2008. We had no borrowings under our unsecured revolving credit facility at December 31, 2003.

     Pulte Mortgage provides mortgage financing for many of our home sales and uses its own funds and borrowings made available pursuant to various committed and uncommitted credit arrangements. Pulte Mortgage has committed credit arrangements of $860 million comprised of a $310 million bank revolving credit facility and a $550 million annual asset-backed commercial paper program. There were approximately $479.3 million of borrowings outstanding under existing Pulte Mortgage arrangements at December 31, 2003. Mortgage loans originated by Pulte Mortgage are subsequently sold to outside investors. We anticipate that there will be adequate mortgage financing available for purchasers of our homes.

     In February 2003, we sold $300 million of 6.25% unsecured senior notes, due 2013. Proceeds from this issuance were used to retire our $175 million 9.5% senior notes that matured on April 1, 2003 and redeem the remaining outstanding principal balance of approximately $155 million of Del Webb’s $200 million 9.375% senior subordinated notes due 2009 that were called for redemption in March at a price equal to 104.688% of the principal amount.

     In May 2003, we sold $400 million of 6.375% unsecured senior notes, due 2033. Proceeds from this issuance were used for general corporate purposes and to retire our $100 million 7% senior notes that matured on December 15, 2003.

     In December 2003, we increased our dividend 150% to $.05 per share from $.02 per share.

     Pursuant to our $100 million share repurchase program, we repurchased 790,800 common shares at an aggregate cost of approximately $18.2 million during 2003 and 200,000 common shares for approximately $4.3 million in 2002. At December 31, 2003, we had remaining authorization to purchase common stock aggregating $77.5 million.

     Our income tax liability and related effective tax rate are affected by a number of factors. In 2003, our effective tax rate was 38.0% compared to 39.0% in 2002 and 38.5% in 2001. The reduction in the effective tax rate for 2003 is principally due to a lower expected effective state income tax rate for 2003 and the shareholders’ approval of our new Senior Management Annual Incentive Plan, which will allow for full tax deductibility of Plan payments under Section 162(m) of the Internal Revenue Service Code. We anticipate that our effective tax rate for 2004 will be approximately 38%.

     At December 31, 2003, we had cash and equivalents of $404.1 million, $2.1 billion of unsecured senior notes and $77.3 million of unsecured senior subordinated notes. Other financing includes limited recourse collateralized financing totaling $83.3 million.

     Sources of our working capital at December 31, 2003, include cash and equivalents, our $850 million committed unsecured revolving credit facility and Pulte Mortgage’s $860 million revolving credit facilities. Our debt-to-total capitalization, excluding our collateralized debt, was 38.4% as of December 31, 2003, and 33.6% net of cash and equivalents. We expect to maintain our net debt-to-total capitalization at or below the 40% level.

     In January 2004, we sold $500 million of 5.25% senior notes, due 2014. Proceeds from the sale will be used to retire the Del Webb 10.25% subordinated debentures called for redemption and for general corporate purposes including continued investment in our business.

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Liquidity and Capital Resources (continued)

Inflation

     We, and the homebuilding industry in general, may be adversely affected during periods of high inflation because of higher land and construction costs. Inflation also increases our financing, labor and material costs. In addition, higher mortgage interest rates significantly affect the affordability of permanent mortgage financing to prospective homebuyers. We attempt to pass to our customers any increases in our costs through increased sales prices. To date, inflation has not had a material adverse effect on our results of operations. However, there is no assurance that inflation will not have a material adverse impact on our future results of operations.

Contractual Obligations and Commercial Commitments

     The following table summarizes our payments under contractual obligations as of December 31, 2003:

                                           
      Payments Due by Period
      ($000’s omitted)
     
      Total   2004   2005-2006   2007-2008   After 2008
     
 
 
 
 
Contractual obligations:
                                       
 
Long-term debt (a)
  $ 4,394,051     $ 346,369     $ 403,778     $ 269,652     $ 3,374,252  
 
Capital lease obligations
                             
 
Operating lease obligations
    126,403       32,590       44,057       26,355       23,401  
 
Purchase obligations
                             
 
Other long-term liabilities (b)
    91,223       32,849       50,806       5,314       2,254  
 
   
     
     
     
     
 
Total contractual obligations
  $ 4,611,677     $ 411,808     $ 498,641     $ 301,321     $ 3,399,907  
 
   
     
     
     
     
 

(a)   Represents our senior notes and subordinated notes and related interest payments
 
(b)   Represents our limited recourse collateralized financing arrangements and related interest payments

      The following table summarizes our other commercial commitments as of December 31, 2003:

                                           
      Amount of Commitment Expiration by Period
      ($000’s omitted)
     
      Total   2004   2005-2006   2007-2008   After 2008
     
 
 
 
 
Other commercial commitments:
                                       
 
Guarantor revolving credit facilities (a)
  $ 850,000     $     $     $ 850,000     $  
 
Non-guarantor revolving credit facilities
    860,000             860,000              
 
Other credit facilities
    3,000       3,000                    
 
Standby letters of credit (b)
    57,844       56,890       954              
 
 
   
     
     
     
     
 
Total commercial commitments
  $ 1,770,844     $ 59,890     $ 860,954     $ 850,000     $  
 
 
   
     
     
     
     
 

(a)   Includes capacity to issue up to $500 million in standby letters of credit of which $157.4 million was outstanding at December 31, 2003.
 
(b)   Excludes standby letters of credit issued under the Guarantor revolving credit facilities.

Off-Balance Sheet Arrangements

     We use standby letters of credit and performance bonds to guarantee our performance under various contracts, principally in connection with the development of our projects. The expiration dates of the letter of credit contracts coincide with the expected completion date of the related projects. If the obligations related to a project are ongoing, annual extensions of the letters of credit are typically granted on a year-to-year basis. At December 31, 2003, we had outstanding letters of credit of $215.2 million. Performance bonds do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. These bonds, which approximated $1.2 billion at December 31, 2003, are typically outstanding over a period that approximates 3-5 years. We do not believe that we will be required to draw upon any such letters of credit or performance bonds.

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Off-Balance Sheet Arrangements (continued)

     In the ordinary course of business, we enter into land option or option type agreements in order to procure land for the construction of houses in the future. At December 31, 2003, these agreements totaled approximately $4.7 billion. Pursuant to these land option agreements, we provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. If the entity holding the land under option is a variable interest entity, our deposit represents a variable interest in that entity. At December 31, 2003, we consolidated certain variable interest entities with assets totaling $73.3 million.

     We currently do not have any non-consolidated special purpose entity arrangements.

Critical Accounting Policies and Estimates

     The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or the method of its application, is generally accepted, we select the principle or method that is appropriate in our specific circumstances (see Note 1 of Notes to Consolidated Financial Statements). Application of these accounting principles requires us to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates. In preparing these financial statements, we have made our best estimates and judgments of the amounts and disclosures included in the financial statements, giving due regard to materiality. The development and selection of the following critical accounting policies and estimates have been discussed with the Audit Committee of the Board of Directors.

Revenue recognition

     Homebuilding – Homebuilding revenues are recorded when the sales of homes are completed and ownership has transferred to the customer. Unfunded settlements are deposits in transit on homes for which the sale was completed. We do not engage in arrangements whereby we have ongoing relationships with our homebuyers that require us to repurchase our homes or provide homebuyers with the right of return.

     Financial Services – Mortgage servicing fees represent fees earned for servicing loans for various investors. Servicing fees are based on a contractual percentage of the outstanding principal balance and are credited to income when the related mortgage payments are received. Loan origination fees, commitment fees and certain direct loan origination costs are deferred as an adjustment to the cost of the related mortgage loan until such loan is sold. Gains and losses from sales of mortgage loans are recognized when the loans are sold. Interest income is accrued from the date a mortgage loan is originated until the loan is sold.

Inventory valuation

     Our finished inventories are stated at the lower of accumulated costs or net realizable value. Included in inventories are all direct development costs. Inventories under development or held for development are stated at accumulated cost, unless they are determined to be impaired, in which case these inventories are measured at fair value. If actual market conditions are less favorable than those projected by management, additional inventory adjustments may be required.

     We capitalize interest cost into homebuilding inventories. Interest capitalized each quarter is identified as a separate layer in our capitalized interest balance sheet pool. Each layer of capitalized interest is amortized over a period that approximates the average life of communities under development. Interest expense is allocated to the quarters over the amortization period based on the historical relationship of unit settlements in a quarter compared to annual unit settlements. This period increased in 2001, due to the addition of the Del Webb properties, which have a longer life cycle, and could change in the future as the mix of communities change.

     Sold units are expensed on a specific identification basis. Under the specific identification basis, cost of sales includes the construction cost of the home, an average lot cost by project based on land acquisition and development costs, and closing costs and commissions. Construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction cost. This accrual is reviewed for accuracy based on actual payments made after closing compared to the amount accrued, and adjustments are made if needed. Total project land acquisition and development costs are based on an analysis of budgeted costs compared to actual costs incurred to date and estimates to complete. Adjustments to estimated total project land acquisition and development costs for the project affect the amount of future lots costed.

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Critical Accounting Policies and Estimates (continued)

Residential mortgage loans available-for-sale

     Residential mortgage loans available-for-sale are stated at the lower of aggregate cost or market value. Gains and losses from sales of mortgage loans are recognized when the loans are sold. We hedge our residential mortgage loans available-for-sale. Gains and losses from closed commitments and futures contracts are matched against the related gains and losses on the sale of mortgage loans.

Goodwill and intangible assets

     We have identified significant intangible assets and generated significant goodwill, most recently as a result of the Del Webb merger in 2001. Intangible assets, primarily trademarks and tradenames, were valued using proven valuation procedures and are amortized over their estimated useful life. Goodwill is subject to annual impairment testing. The carrying value and ultimate realization of these assets is dependent upon estimates of future earnings and benefits that we expect to generate from their use. If our expectations of future results and cash flows decrease significantly, intangible assets and goodwill may be impaired and the resulting charge to operations may be material. If we determine that the carrying value of intangible assets, long-lived assets and goodwill may not be recoverable based upon the existence of one or more indicators of impairment, we measure impairment based on one of three methods. For assets related to ongoing operations, we use a projected undiscounted cash flow method to determine if impairment exists and then measure impairment using discounted cash flows. For assets to be disposed of, we assess the fair value of the asset based on current market conditions for similar assets. For goodwill, we assess fair value by measuring discounted cash flows of our reporting units and measure impairment as the difference between the resulting implied fair value of goodwill and the recorded book value.

     The estimates of useful lives and expected cash flows require us to make significant judgments regarding future periods that are subject to some factors outside of our control. Changes in these estimates could result in significant revisions to the carrying value of these assets and material charges to the results of operations.

Allowance for warranties

     Home purchasers are provided with warranties against certain building defects. The specific terms and conditions of those warranties vary geographically. Most warranties cover different aspects of the home’s construction and operating systems for a period of up to ten years. We estimate the costs to be incurred under these warranties and record a liability in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liability include the number of homes sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of recorded warranty liabilities and adjust the amounts as necessary. Although we have not made significant adjustments to the accrual in the past, actual warranty cost in the future could differ from our current estimate.

Stock-based compensation

     We currently have several stock-based employee compensation plans. Effective January 1, 2003 we adopted the preferable fair value recognition provisions of SFAS No. 123, “Accounting for Stock Issued to Employees.” We selected the prospective method of adoption as permitted by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Under the prospective method, we will recognize compensation expense based on the fair value provisions of SFAS No. 123 for all new stock option grants effective January 1, 2003. Grants made prior to January 1, 2003 will continue to be accounted for under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. With the exception of certain variable stock option grants, no stock-based employee compensation cost is reflected in net income for grants made prior to January 1, 2003, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant.

     We use the Black-Scholes option-pricing model to determine the fair value of each option grant. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, risk-free interest rates and expected lives. These assumptions reflect management’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of our control. As a result, if other assumptions had been used, stock-based compensation expense could have been materially impacted. Furthermore, if management uses different assumptions in future periods, stock-based compensation expense could be materially impacted in future periods.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are subject to interest rate risk on our rate-sensitive financing to the extent long-term rates decline. The following tables set forth, as of December 31, 2003 and 2002, our rate-sensitive financing obligations, principal cash flows by scheduled maturity, weighted-average interest rates and estimated fair market value ($000’s omitted).

                                                                     
        As of December 31, 2003 for the
        Years ended December 31,
       
                                                There-           Fair
        2004   2005   2006   2007   2008   after   Total   Value
       
 
 
 
 
 
 
 
Rate sensitive liabilities:
                                                               
 
Fixed interest rate debt:
                                                               
   
Senior notes and subordinated notes
  $ 185,503     $ 125,000     $     $     $     $ 1,848,563     $ 2,159,066     $ 2,387,945  
   
Average interest rate
    9.12 %     7.0 %                       7.29 %     7.45 %      
   
Limited recourse collateralized financing
  $ 29,259     $ 33,865     $ 13,267     $ 2,367     $ 2,354     $ 2,143     $ 83,255     $ 83,255  
   
Average interest rate
    2.52 %     6.00 %     3.50 %     5.09 %     5.24 %     4.78 %     4.31 %      
                                                                     
        As of December 31, 2002 for the
        Years ended December 31,
       
                                                There-           Fair
        2003   2004   2005   2006   2007   after   Total   Value
       
 
 
 
 
 
 
 
Rate sensitive liabilities:
                                                               
 
Fixed interest rate debt:
                                                               
   
Senior notes and subordinated notes
  $ 275,000     $ 112,000     $ 125,000     $     $     $ 1,395,976     $ 1,907,976     $ 2,006,173  
   
Average interest rate
    8.59 %     8.38 %     7.3 %                 8.46 %     8.23 %      
   
Limited recourse collateralized financing
  $ 59,563     $ 41,528     $ 31,131     $ 9,128     $ 1,350     $ 2,826     $ 145,526     $ 145,526  
   
Average interest rate
    5.27 %     5.53 %     6.12 %     2.16 %     4.00 %     4.00 %     5.30 %      

     Pulte Mortgage, operating as a mortgage banker, is also subject to interest rate risk. Interest rate risk begins when we commit to lend money to a customer at agreed-upon terms (i.e., commit to lend at a certain interest rate for a certain period of time). The interest rate risk continues through the loan closing and until the loan is sold to an investor. During 2003 and 2002, this period of interest rate exposure averaged approximately 60 days. In periods of rising interest rates, the length of exposure will generally increase due to customers locking in an interest rate sooner as opposed to letting the interest rate float.

     We minimize interest rate risk by (i) financing the loans via a variable rate borrowing agreement tied to the Federal Funds rate and (ii) hedging our loan commitments and closed loans through derivative financial instruments. These financial instruments include cash forward placement contracts on mortgage-backed securities, whole loan investor commitments, options on treasury future contracts and options on cash forward placement contracts on mortgage-backed securities. We do not use any derivative financial instruments for trading purposes.

     Hypothetical changes in the fair values of our financial instruments arising from immediate parallel shifts in long-term mortgage rates of plus 50, 100 and 150 basis points would not be material to our financial results.

     Our aggregate net investments exposed to foreign currency exchange rate risk include our operations in Mexico which approximated $65.8 million, our mortgage banking joint venture investment in Mexico which approximated $17.5 million and our operations in Argentina which approximated $13.2 million.

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SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS

     As a cautionary note, except for the historical information contained herein, certain matters discussed in Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A., 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 involve known risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from our future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things, (1) general economic and business conditions; (2) interest rate changes and the availability of mortgage financing; (3) the relative stability of debt and equity markets; (4) competition; (5) the availability and cost of land and other raw materials used in our homebuilding operations; (6) the availability and cost of insurance covering risks associated with our business; (7) shortages and the cost of labor; (8) weather related slowdowns; (9) slow growth initiatives and/or local building moratoria; (10) governmental regulation, including the interpretation of tax, labor and environmental laws; (11) changes in consumer confidence and preferences; (12) required accounting changes; (13) terrorist acts and other acts of war; and (14) other factors over which we have little or no control.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PULTE HOMES, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2003 and 2002
($000’s omitted, except share data)

                         
            2003   2002
           
 
     
ASSETS
               
Cash and equivalents
  $ 404,092     $ 613,168  
Unfunded settlements
    122,300       60,641  
House and land inventory
    5,528,410       4,293,597  
Land, not owned, under option agreements
    73,256        
Residential mortgage loans available-for-sale
    541,126       600,339  
Goodwill
    307,693       307,693  
Intangible assets, net
    143,704       151,954  
Other assets
    942,771       832,952  
Deferred income tax asset
          11,743  
 
   
     
 
 
  $ 8,063,352     $ 6,872,087  
 
   
     
 
       
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Liabilities:
               
 
Accounts payable, including book overdrafts of $222,681 and $181,812 in 2003 and 2002, respectively
  $ 452,648     $ 376,653  
 
Customer deposits
    372,507       265,817  
 
Accrued and other liabilities
    1,072,550       906,293  
 
Collateralized short-term debt, recourse solely to applicable non-guarantor subsidiary assets
    479,287       559,621  
 
Income taxes
    79,391       90,009  
 
Deferred income tax liability
    7,874        
 
Senior notes and subordinated notes
    2,150,972       1,913,268  
 
   
     
 
   
Total liabilities
    4,615,229       4,111,661  
 
   
     
 
Shareholders’ Equity:
               
 
Preferred stock, $.01 par value; 50,000,000 shares authorized, none issued
           
 
Common stock, $.01 par value; 400,000,000 shares authorized, 125,152,816 and 122,249,872 shares issued and outstanding in 2003 and 2002, respectively
    1,252       1,222  
 
Additional paid-in capital
    1,015,991       932,551  
 
Unearned compensation
    (656 )     (9,866 )
 
Accumulated other comprehensive loss
    (39,142 )     (35,371 )
 
Retained earnings
    2,470,678       1,871,890  
 
   
     
 
   
Total shareholders’ equity
    3,448,123       2,760,426  
 
   
     
 
 
  $ 8,063,352     $ 6,872,087  
 
   
     
 

See Notes to Consolidated Financial Statements.

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PULTE HOMES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2003, 2002 and 2001
(000’s omitted, except per share data)

                                 
            2003   2002   2001
           
 
 
Revenues:
                       
 
Homebuilding
  $ 8,929,798     $ 7,363,989     $ 5,309,829  
 
Financial Services
    115,847       106,628       77,222  
 
Corporate
    3,281       1,202       2,210  
 
   
     
     
 
       
Total revenues
    9,048,926       7,471,819       5,389,261  
 
   
     
     
 
Expenses:
                       
 
Homebuilding, principally cost of sales
    7,960,148       6,646,666       4,806,812  
 
Financial Services
    53,253       45,579       44,546  
 
Corporate, net
    78,632       63,170       59,662  
 
   
     
     
 
       
Total expenses
    8,092,033       6,755,415       4,911,020  
 
   
     
     
 
Other income:
                       
 
Equity income
    38,763       12,418       13,546  
 
   
     
     
 
Income from continuing operations before income taxes
    995,656       728,822       491,787  
Income taxes
    378,334       284,221       189,362  
 
   
     
     
 
Income from continuing operations
    617,322       444,601       302,425  
Income (loss) from discontinued operations
    7,312       9,044       (1,032 )
 
   
     
     
 
Net income
  $ 624,634     $ 453,645     $ 301,393  
 
   
     
     
 
Per share data:
                       
 
Basic:
                       
   
Income from continuing operations
  $ 5.05     $ 3.68     $ 3.08  
   
Income (loss) from discontinued operations
    .06       .07       (.01 )
 
   
     
     
 
   
Net income
  $ 5.11     $ 3.75     $ 3.07  
 
   
     
     
 
 
Assuming dilution:
                       
   
Income from continuing operations
  $ 4.91     $ 3.60     $ 3.00  
   
Income (loss) from discontinued operations
    .06       .07       (.01 )
 
   
     
     
 
   
Net income
  $ 4.97     $ 3.67     $ 2.99  
 
   
     
     
 
 
Cash dividends declared
  $ .11     $ .08     $ .08  
 
   
     
     
 
 
Number of shares used in calculation:
                       
   
Basic:
                       
     
Weighted-average common shares outstanding
    122,162       120,906       98,196  
   
Assuming dilution:
                       
     
Effect of dilutive securities - stock options and restricted stock grants
    3,568       2,586       2,450  
 
   
     
     
 
     
Adjusted weighted-average common shares and effect of dilutive securities
    125,730       123,492       100,646  
 
   
     
     
 

See Notes to Consolidated Financial Statements.

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PULTE HOMES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended December 31, 2003, 2002 and 2001
($000’s omitted, except per share data)

                                                   
                              Accumulated                
              Additional           Other                
      Common   Paid-in   Unearned   Comprehensive   Retained        
      Stock   Capital   Compensation   Income (Loss)   Earnings   Total
     
 
 
 
 
 
Shareholders’ Equity, December 31, 2000
    832       109,177             185       1,137,737       1,247,931  
Common stock issued and stock options exchanged in merger
    336       729,051                         729,387  
Stock option exercise, including tax benefit of $4,982
    14       18,505                         18,519  
Restricted stock award
    2       5,556       (5,558 )                  
Restricted stock award amortization
                1,699                   1,699  
Cash dividends declared - $.08 per share
                            (8,110 )     (8,110 )
Comprehensive income:
                                               
 
Net income
                            301,393       301,393  
 
Change in fair value of derivatives, net of income taxes of $371
                      (592 )           (592 )
 
Foreign currency translation adjustments
                      (13,562 )           (13,562 )
 
                                           
 
 
Total comprehensive income
                                            287,239  
 
   
     
     
     
     
     
 
Shareholders’ Equity, December 31, 2001
    1,184       862,289       (3,859 )     (13,969 )     1,431,020       2,276,665  
Stock option exercise, including tax benefit of $20,651
    34       55,667                         55,701  
Restricted stock award
    6       11,313       (11,319 )                  
Restricted stock award amortization
                5,312                   5,312  
Cash dividends declared - $.08 per share
                            (9,773 )     (9,773 )
Stock repurchases
    (2 )     (1,793 )                 (3,002 )     (4,797 )
Stock based compensation
          5,075                         5,075  
Comprehensive income:
                                               
 
Net income
                            453,645       453,645  
 
Change in fair value of derivatives, net of income taxes of $807
                      (1,288 )           (1,288 )
 
Foreign currency translation adjustments
                      (20,114 )           (20,114 )
 
                                           
 
 
Total comprehensive income
                                            432,243  
 
   
     
     
     
     
     
 
Shareholders’ Equity, December 31, 2002
    1,222       932,551       (9,866 )     (35,371 )     1,871,890       2,760,426  
Stock option exercise, including tax benefit of $28,742
    32       68,203                         68,235  
Restricted stock award
    6       (6 )                        
Restricted stock award amortization
                9,210                   9,210  
Cash dividends declared - $.11 per share
                            (13,612 )     (13,612 )
Stock repurchases
    (8 )     (6,062 )                 (12,234 )     (18,304 )
Stock based compensation
          21,305                         21,305  
Comprehensive income:
                                               
 
Net income
                            624,634       624,634  
 
Change in fair value of derivatives, net of income taxes of ($1,055)
                      1,682             1,682  
 
Foreign currency translation adjustments
                      (5,453 )           (5,453 )
 
                                           
 
 
Total comprehensive income
                                            620,863  
 
   
     
     
     
     
     
 
Shareholders’ Equity, December 31, 2003
  $ 1,252     $ 1,015,991     $ (656 )   $ (39,142 )   $ 2,470,678     $ 3,448,123  
 
   
     
     
     
     
     
 

See Notes to Consolidated Financial Statements.

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PULTE HOMES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2002 and 2001
($000’s omitted)

                                 
            2003   2002   2001
           
 
 
Cash flows from operating activities:
                       
 
Net income
  $ 624,634     $ 453,645     $ 301,393  
 
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
                       
     
Amortization and depreciation
    40,160       39,251       32,384  
     
Stock-based compensation expense
    30,515       10,387       314  
     
Deferred income taxes
    19,617       39,235       (8,176 )
     
Other, net
    (4,183 )     (9,754 )     (15 )
     
Increase (decrease) in cash, excluding effects of acquired entities, due to:
                       
       
Inventories
    (1,414,294 )     (516,179 )     (646,590 )
       
Residential mortgage loans available-for-sale
    59,213       (164,878 )     (157,325 )
       
Other assets
    (19,413 )     24,990       25,286  
       
Accounts payable, accrued and other liabilities
    343,779       196,852       1,371  
       
Income taxes
    18,124       75,245       44,671  
 
   
     
     
 
Net cash provided by (used in) operating activities
    (301,848 )     148,794       (406,687 )
 
   
     
     
 
Cash flows from investing activities:
                       
 
Cash paid for acquisitions, net of cash acquired
                11,644  
 
Proceeds from the sale of fixed assets
    5,023       45,198       18,115  
 
Capital expenditures
    (39,120 )     (23,700 )     (30,196 )
 
Other, net
                1,285  
 
   
     
     
 
Net cash provided by (used in) investing activities
    (34,097 )     21,498       848  
 
   
     
     
 
Cash flows from financing activities:
                       
 
Payment of senior notes and subordinated notes
    (457,511 )     (107,576 )     (363,391 )
 
Proceeds from borrowings
    696,965       578,317       980,306  
 
Repayment of borrowings
    (118,168 )     (117,256 )     (325,714 )
 
Issuance of common stock
    39,493       34,597       13,537  
 
Stock repurchases
    (18,304 )     (4,344 )      
 
Dividends paid
    (13,612 )     (9,773 )     (8,110 )
 
   
     
     
 
Net cash provided by financing activities
    128,863       373,965       296,628  
 
   
     
     
 
Effect of exchange rate changes on cash and equivalents
    (1,994 )     (3,233 )     (2,630 )
Net increase (decrease) in cash and equivalents
    (209,076 )     541,024       (111,841 )
Cash and equivalents at beginning of year
    613,168       72,144       183,985  
 
   
     
     
 
Cash and equivalents at end of year
  $ 404,092     $ 613,168     $ 72,144  
 
   
     
     
 
Supplemental Cash Flow Information:
                       
   
Non-cash investing and financing activities:
                       
       
Issuance of common stock and exchange of stock options in merger
  $     $     $ 729,387  
 
   
     
     
 
   
Cash paid during the year for:
                       
       
Interest, net of amount capitalized
  $ 42,885     $ 48,268     $ 31,364  
 
   
     
     
 
       
Income taxes
  $ 337,590     $ 165,570     $ 137,684  
 
   
     
     
 

See Notes to Consolidated Financial Statements.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of presentation and significant accounting policies
 
    Basis of presentation

       The consolidated financial statements include the accounts of Pulte Homes, Inc. and all of its direct and indirect subsidiaries (the Company). The direct subsidiaries of Pulte Homes, Inc. include Pulte Diversified Companies, Inc., Del Webb Corporation (Del Webb) and other subsidiaries that are engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s operating subsidiaries include Pulte Home Corporation, Pulte International Corporation (International) and other subsidiaries that are engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s non-operating thrift subsidiary, First Heights Bank, fsb (First Heights), is classified as a discontinued operation (See Note 4). The Company also has a mortgage banking company, Pulte Mortgage LLC (Pulte Mortgage), which is a subsidiary of Pulte Home Corporation.

       Effective January 1, 2002, the Company reorganized the structure of its operations within Mexico to create a single company, Pulte Mexico S. de R.L. de C.V. Under the new ownership structure, the Company’s operations in Mexico, which were primarily conducted through joint ventures, have been combined into Pulte Mexico S. de R.L. de C.V. and are 63.8% owned by International. Results for 2002 include joint venture operations for one month and operations as a consolidated entity for eleven months, as the operations in Mexico report on a one-month lag.

       Certain amounts previously reported in the 2002 financial statements and notes thereto were reclassified to conform to the 2003 presentation. In addition, all share and per share amounts have been restated to reflect the Company’s two-for-one stock split announced December 11, 2003 and effected January 2, 2004.

    Significant accounting policies
 
    Use of estimates

       The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

    Foreign currency

       The financial statements of the Company’s foreign subsidiaries in Argentina and Mexico are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average exchange rates in effect during the year. The resulting cumulative translation adjustments have been recorded in other comprehensive income. Realized foreign currency transaction gains and losses are included in the Consolidated Statement of Operations. Realized foreign currency transaction losses were $0.4 million, $0.7 million, and $0.8 million for the years ended December 31, 2003, 2002 and 2001, respectively.

    Cash and equivalents

       For purposes of the Consolidated Statements of Cash Flows, commercial paper and time deposits with a maturity of three months or less when acquired are classified as cash equivalents.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Goodwill

       On January 1, 2002, Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” became effective. In accordance with SFAS No. 142, the Company does not record amortization expense related to goodwill but reviews it annually for impairment. The following table sets forth reported net income and earnings per share, as adjusted to exclude goodwill amortization:

                     
        Year Ended December 31, 2001
        ($000’s omitted, except per share data)
        As Reported   As Adjusted
       
 
Income from continuing operations
  $ 302,425     $ 306,587  
 
   
     
 
Net income
  $ 301,393     $ 305,555  
 
   
     
 
Per share data:
               
 
Basic:
               
   
Income from continuing operations
  $ 3.08     $ 3.12  
 
   
     
 
   
Net Income
  $ 3.07     $ 3.11  
 
   
     
 
 
Diluted:
               
   
Income from continuing operations
  $ 3.00     $ 3.05  
 
   
     
 
   
Net income
  $ 2.99     $ 3.04  
 
   
     
 

       At December 31, 2003, the majority of goodwill, which represents the cost of acquired companies in excess of the fair value of the net assets at the acquisition date, resulted from the acquisition of Del Webb in 2001. All goodwill relates to the Homebuilding segment, except for $0.7 million which relates to the Financial Services segment. In accordance with SFAS No. 142, annually and when events or changes in circumstances indicate the carrying amount may not be recoverable, management evaluates the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair value. Fair value is determined based on discounted future cash flows. The Company performed its annual impairment test during the fourth quarter 2003 and determined there to be no impairment of goodwill. There has been no change in the carrying amount of goodwill for the years ended December 31, 2003 and 2002.

    Intangible assets

       Intangible assets consist primarily of trademarks and tradenames acquired in connection with the 2001 acquisition of Del Webb. These intangible assets were valued at the acquisition date utilizing proven valuation procedures and are being amortized on a straight-line basis over a 20-year life. The acquired cost and accumulated amortization of the Company’s intangible assets is $163.5 million and $19.8 million, respectively, at December 31, 2003. Amortization expense for the years ended December 31, 2003, 2002, and 2001 was $8.3 million, $8.2 million, and $3.4 million, respectively, and is expected to be approximately $8.3 million in each of the next 5 years.

       In accordance with SFAS No. 144, intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. If impairment indicators exist, an assessment of undiscounted future cash flows for the assets related to these intangibles is evaluated accordingly. If the results of the analysis indicate impairment, the assets are adjusted to fair market value.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Fixed Assets and Depreciation

       Fixed assets are recorded at cost. Maintenance and repair costs are charged to earnings as incurred. Depreciation is computed principally by the straight-line method based upon estimated useful lives as follows: Vehicles, three to five years, model and office furniture, two to five years, and equipment, three to ten years. Fixed assets are included in Other Assets and totaled $92.4 million net of accumulated depreciation of $88.8 million at December 31, 2003 and $76.1 million net of $74.3 million at December 31, 2002. Total depreciation expense for the years ended December 31, 2003, 2002 and 2001 was $31.9 million, $31.1 million, and $30.1 million, respectively.

    Investments in unconsolidated entities

       The Company participates in a number of joint ventures with independent third parties in which the Company has less than a controlling interest. These joint ventures purchase, develop and/or sell land and homes in the United States, Mexico and Puerto Rico. The Company recognizes its share of profits from the sale of lots and homes to other buyers. Profits from lots the Company purchases from the joint ventures are not recognized, but instead are deferred until which time the related homes are sold. At December 31, 2003, the Company had approximately $51.9 million invested in these joint ventures. In the event management of the joint ventures determines that an additional capital infusion is required, the Company would need to contribute its pro rata portion of those capital needs in order not to dilute its ownership in the joint venture. The Company has not guaranteed any of the outstanding debt of the joint ventures at December 31, 2003, which approximated $121.4 million.
 
       The Company also owns 22.2% of the capital stock of a mortgage banking company in Mexico. At December 31, 2003, the Company’s investment in this entity was approximately $17.5 million. The Company does not have any purchase or investment commitments to this entity. Furthermore, the Company has not guaranteed any of the indebtedness of this entity, which approximated $1.3 billion at December 31, 2003.
 
       These investments are accounted for under the equity method.

    Advertising cost

       The Company expenses advertising costs as incurred. For the years ended December 31, 2003, 2002 and 2001, the Company incurred advertising costs of approximately $80.6 million, $78.2 million and $56.8 million, respectively.

    Employee benefits

       The Company maintains three defined contribution plans that cover substantially all of the Company’s employees. Company contributions to the plans are expensed as paid. The total Company contributions pursuant to the plans were approximately $9.5 million, $7.0 million and $3.8 million for the years ended December 31, 2003, 2002 and 2001, respectively.

    Earnings per share

       Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares, adjusted for nonvested shares of restricted stock (the denominator) for the period. Computing diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the dilutive effects of options and restricted stock grants. Any options that have an exercise price greater than the average market price are excluded from the diluted earnings per share calculation. For the years ended December 31, 2003, 2002 and 2001, 78,316, 267,272 and 1,795,500, respectively, of the outstanding stock options were excluded from this calculation.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Fair values of financial instruments

       Carrying amounts for financial derivative instruments reported in the balance sheet approximate fair value as the amounts reported are based on current market prices. The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret the market data and develop the estimated fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

       The carrying amounts of cash and equivalents approximate their fair values due to their short-term nature.

       The fair value of residential mortgage loans available-for-sale is estimated using the quoted market prices for securities backed by similar loans. Fair value exceeded cost by approximately $6.3 million and $7.8 million at December 31, 2003 and 2002, respectively.

       The carrying amounts reported in the balance sheet for derivative instruments approximate fair value as the amounts reported are based on current market prices. At December 31, 2003, derivative assets, included in other assets, in the balance sheet, totaled $2.7 million and derivative liabilities, included in accrued and other liabilities, totaled $3.9 million.

       The fair values of subordinated debentures and 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.

       Disclosures about the fair value of financial instruments are based on pertinent information available to management as of December 31, 2003. Although management is not aware of any factors that would significantly affect the reasonableness of the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

    Stock-based compensation

       The Company currently has several stock-based employee compensation plans. Effective January 1, 2003, the Company adopted the preferable fair value recognition provisions of SFAS No. 123, “Accounting for Stock Issued to Employees.” The Company selected the prospective method of adoption as permitted by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” Under the prospective method, the Company will recognize compensation expense based on the fair value provisions of SFAS No. 123 for all new stock option grants effective January 1, 2003. Grants made prior to January 1, 2003 will continue to be accounted for under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. With the exception of certain variable stock option grants, no stock-based employee compensation cost is reflected in net income for grants made prior to January 1, 2003, as all options granted in those years had an exercise price equal to the market value of the underlying common stock on the date of grant.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Stock-based compensation (continued)

       The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to all stock-based employee compensation. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants in 2003, 2002 and 2001, respectively: weighted-average dividend yields of .44%, .32% and .39%, expected volatility of 35.3%, 34.9% and 34.8%, weighted-average risk-free interest rates of 3.57%, 3.45% and 4.94%, and weighted-average expected lives of 6.76 years, 6.82 years and 6.97 years.

                           
      Years Ended December 31,
      ($000’s omitted, except per share data)
     
      2003   2002   2001
     
 
 
Net income, as reported
  $ 624,634     $ 453,645     $ 301,393  
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects
    8,972       3,096        
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
    (11,456 )     (11,986 )     (14,324 )
 
   
     
     
 
Pro forma net income
  $ 622,150     $ 444,755     $ 287,069  
 
   
     
     
 
Earnings per share:
                       
 
Basic-as reported
  $ 5.11     $ 3.75     $ 3.07  
 
   
     
     
 
 
Basic-pro forma
  $ 5.09     $ 3.68     $ 2.93  
 
   
     
     
 
 
Diluted-as reported
  $ 4.97     $ 3.67     $ 2.99  
 
   
     
     
 
 
Diluted-pro forma
  $ 4.95     $ 3.60     $ 2.85  
 
   
     
     
 

       The company also recorded compensation expense for restricted stock awards, net of related tax effects, of $9.9 million, $3.2 million, and $1.1 million for the years ended December 31, 2003, 2002 and 2001, respectively. These amounts have been excluded from the reconciliation above as they would have no impact on pro forma net income as presented.

    New accounting pronouncements

       In November of 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 and the disclosure provisions were effective for the year ended December 31, 2002. The adoption of this interpretation did not have a material effect on the Company’s consolidated results of operations, financial condition, or cash flows.

       In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. With the exception of certain measurement criteria deferred indefinitely by the FASB, SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The implementation of SFAS No. 150 is not expected to have a material impact on the Company’s results of operations, financial condition, or cash flows.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Homebuilding
 
    Inventories

       Finished inventories are stated at the lower of accumulated cost or net realizable value. Inventories under development or held for development are stated at accumulated cost, unless certain facts indicate such cost would not be recovered from the cash flows generated by future disposition. In this instance, such inventories are measured at fair value.
 
       Sold units are expensed on a specific identification basis. Under the specific identification basis, cost of sales includes the construction cost of the home, an average lot cost by project based on land acquisition and development costs, and closing costs and commissions. Construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction cost. This accrual is reviewed for accuracy based on actual payments made after closing compared to the amount accrued, and adjustments are made if needed. Total project land acquisition and development costs are based on an analysis of budgeted costs compared to actual costs incurred to date and estimates to complete. Adjustments to estimated total project land acquisition and development costs for the project affect the amount of future lots costed.
 
       The Company capitalizes interest cost into homebuilding inventories. Each layer of capitalized interest is amortized over a period that approximates the average life of communities under development. Interest expense is allocated over the period based on the cyclical timing of unit settlements. The Company capitalized interest in the amount of $136.3 million, $123.1 million and $80.4 million and expensed to home cost of sales $78.7 million, $48.7 million and $36.0 million in 2003, 2002 and 2001, respectively.
 
       Major components of the Company’s inventory at December 31, 2003 and 2002 were:

                 
    2003   2002
   
 
Homes under construction
  $ 2,124,222     $ 1,697,348  
Land under development
    2,876,256       2,243,478  
Land held for future development
    527,932       352,771  
 
   
     
 
Total
  $ 5,528,410     $ 4,293,597  
 
   
     
 

    Land, not owned, under option agreements

       In January 2003, the FASB issued Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities.” Until this interpretation was issued, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the expected losses from the variable interest entity’s activities or is entitled to receive a majority of the entity’s expected residual returns. FIN 46 applied immediately to all variable interest entities created after January 31, 2003 and is effective no later than the first interim period ending after December 31, 2003 for variable interest entities created prior to February 1, 2003.
 
       In the ordinary course of business, the Company enters into land option agreements in order to procure land for the construction of houses in the future. Pursuant to these land option agreements, the Company will provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Under FIN 46, if the entity holding the land under option is a variable interest entity, the Company’s deposit represents a variable interest in that entity. The Company does not guarantee the obligations or performance of the variable interest entity.
 
       In applying the provisions of FIN 46, the Company evaluated all post-January 31, 2003 land option agreements and determined that the Company was subject to a majority of the expected losses or entitled to receive a majority of the expected residual returns under a limited number of these agreements. As the primary beneficiary under these agreements, the Company is required to consolidate the fair value of the variable interest entity. At December 31, 2003, the Company classified $73.3 million as Land, Not Owned, Under Option Agreements on the balance sheet, representing the fair value of land under contract including deposits. The corresponding liability has been classified as Accounts Payable, Accrued and Other Liabilities on the balance sheet. The adoption of FIN 46 has had no impact on the Company’s results of operations or cash flows.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Homebuilding (continued)
 
    Land, not owned, under option agreements (continued)

       The Company is in the process of evaluating its land option agreements and other agreements entered into prior to February 1, 2003. Depending on the terms and conditions of these agreements, the Company may be required to consolidate other variable interest entities. This evaluation will be completed by March 31, 2004.

    Land held for sale

       At December 31, 2003 and 2002, the Company had approximately $251.2 million and $226.1 million of land held for sale classified as other assets in the Consolidated Balance Sheets related to the Company’s Homebuilding segment. Land held for sale is recorded at the lower of cost or fair value less costs to sell.

    Allowance for warranties

       Home purchasers are provided with warranties against certain building defects. The specific terms and conditions of those warranties vary geographically. Most warranties cover different aspects of the home’s construction and operating systems for a period of up to ten years. The Company estimates the costs to be incurred under these warranties and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of homes sold, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

       Changes to the Company’s allowance for warranties for the years ended December 31, 2003 and 2002, are as follows ($000’s omitted):

                 
    2003   2002
   
 
January 1
  $ 51,973     $ 40,866  
Warranty reserves provided
    84,669       70,966  
Payments and other adjustments
    (74,426 )     (59,859 )
 
   
     
 
December 31
  $ 62,216     $ 51,973  
 
   
     
 

    Revenues

       Homebuilding revenues are recorded when the sales of homes are completed and ownership has transferred to the customer. Unfunded settlements are deposits in transit on homes for which the sale was completed.

    Start-up costs

       Costs and expenses associated with entry into new homebuilding markets and opening new communities in existing markets are expensed when incurred.

    Financial Services
 
    Mortgage servicing rights

       The Company allocates the cost of mortgage loans originated and purchased between the mortgage loans and the right to service those mortgage loans, based on relative fair value, on the date the loan is sold.

       The Company sells its servicing rights on a flow basis through fixed price servicing sales contracts. Due to the short period of time the servicing rights are held, generally less than four months, the Company does not amortize the servicing asset. Furthermore, there are no impairment issues since the servicing rights are recorded based on the value in the servicing sales contracts. The servicing sales contracts provide for the reimbursement of payments made when loans prepay within specified periods of time, usually 90 days after sale or securitization. The Company establishes reserves for this liability, included in accrued and other liabilities, at the time the sale is recorded. During 2003, 2002 and 2001, total servicing rights recognized were $36.7 million, $35.7 million, and $36.2 million, respectively, which are reflected in net gains from the sale of mortgages.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Financial Services (continued)
 
    Residential mortgage loans available-for-sale

       Residential mortgage loans available-for-sale are stated at the lower of aggregate cost or market value. Unamortized net mortgage discounts totaled $1.6 million and $1.5 million at December 31, 2003 and 2002, respectively. These discounts are not amortized as interest revenue during the period the loans are held for sale.
 
       Gains and losses from sales of mortgage loans are recognized when the loans are sold. The Company hedges its residential mortgage loans available-for-sale. Gains and losses from closed commitments and futures contracts are matched against the related gains and losses on the sale of mortgage loans. During 2003, 2002 and 2001, net gains from the sale of mortgages were $64.4 million, $62.4 million and $41.9 million, respectively, which have been included in Financial Services revenue.

    Interest income on mortgage loans

       Interest income is accrued from the date a mortgage loan is originated until the loan is sold.

    Mortgage servicing, origination and commitment fees

       Mortgage servicing fees represent fees earned for servicing loans for various investors. Servicing fees are based on a contractual percentage of the outstanding principal balance and are credited to income when related mortgage payments are received. Loan origination fees, commitment fees and certain direct loan origination costs are deferred as an adjustment to the cost of the related mortgage loan until such loan is sold.

    Derivative instruments and hedging activities

       The Company recognizes all of its derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge.

       For derivative instruments that are designated and qualify as a fair value hedge (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. The Company currently uses only cash flow hedges.

       Market risks arise from movements in interest rates and cancelled or modified commitments to lend. In order to reduce these risks, the Company uses derivative financial instruments. These financial instruments include cash forward placement contracts on mortgage-backed securities, whole loan investor commitments, options on treasury futures contracts, and options on cash forward placement contracts on mortgage-backed securities. The Company does not use any derivative financial instruments for trading purposes. When the Company commits to lend to the borrower (interest rate is locked to the borrower), the Company enters into one of the aforementioned derivative financial instruments. The change in the value of the loan commitment and the derivative financial instrument is recognized in current earnings during the period of change. At December 31, 2003, commitments by Pulte Mortgage to originate mortgage loans totaled $201.5 million at interest rates prevailing at the date of commitment.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.   Basis of presentation and significant accounting policies (continued)
 
    Significant accounting policies (continued)
 
    Financial Services (continued)
 
    Derivative instruments and hedging activities (continued)

       Cash forward placement contracts on mortgage-back securities are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price and may be settled in cash by offsetting the position, or through the delivery of the financial instrument. Options on treasury futures contracts and options on mortgage-backed securities grant the purchaser, for a premium payment, the right to either purchase or sell a specified treasury futures contract or a specified mortgage-backed security, respectively, for a specified price within a specified period of time or on a specified date from or to the writer of the option.

       Mandatory cash forward contracts on mortgage-backed securities are the predominant derivative financial instruments used to minimize the market risk during the period from when the Company extends an interest rate lock to a loan applicant until the time the loan is sold to an investor. Whole loan investor commitments are obligations of the investor to buy loans at a specified price within a specified time period. At December 31, 2003, Pulte Mortgage had unexpired cash forward contracts and whole loan investor commitments of $668.8 million. Options on cash forward contracts on mortgage-backed securities are used in the same manner as mandatory cash forward contracts, but provide protection from interest rates rising, while still allowing an opportunity for profit if interest rates fall. Options on the treasury futures contracts are used as cross hedges on various loan product types and to protect the Company in a volatile interest rate environment from unexpected increases, cancellations or modifications in lending commitments.

       Since the Company 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 of Pulte Mortgage. The Company evaluates the creditworthiness of these transactions through its normal credit policies.

       The Company hedges portions of its forecasted cash flow from sales of closed mortgage loans with derivative financial instruments. During the year ended December 31, 2003, the Company did not recognize any net gains or losses related to an ineffective portion of the hedging instrument. In addition, the Company did not recognize any net gains or losses during the year ended December 31, 2003, for cash flow hedges that were discontinued because the forecasted transaction did not occur. At December 31, 2003, the Company expects to reclassify $0.2 million net of taxes, of net losses on derivative instruments from accumulated other comprehensive income to earnings during the next twelve months from sales of closed mortgage loans.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.   Segment information

       The Company’s operations are classified into two reportable segments, Homebuilding and Financial Services and one non-operating segment, Corporate.

       The Company’s Homebuilding segment consists of the following operations:

    Domestic Homebuilding, the Company’s core business, is engaged in the acquisition and development of land primarily for residential purposes within the continental United States and the construction of housing on such land targeted for the first-time, first and second move-up, and active adult home buyers.
 
    International Homebuilding is primarily engaged in the acquisition and development of land principally for residential purposes, and the construction of housing on such land in Mexico, Puerto Rico and Argentina.

       The Company’s Financial Services segment consists principally of mortgage banking and title operations conducted through Pulte Mortgage and other Company subsidiaries.

       Corporate is a non-operating segment that supports the operations of the Company’s subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered on new business development and operating efficiencies, and providing the necessary administrative functions to support the Company as a publicly traded entity listed on the New York Stock Exchange.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.   Segment information (continued)

                             
        Operating Data by Segment ($000’s omitted)
        Years Ended December 31,
       
        2003   2002   2001
       
 
 
Revenues:
                       
 
Homebuilding
  $ 8,929,798     $ 7,363,989     $ 5,309,829  
 
Financial Services
    115,847       106,628       77,222  
 
Corporate
    3,281       1,202       2,210  
 
   
     
     
 
   
Total revenues
    9,048,926       7,471,819       5,389,261  
 
   
     
     
 
Cost of sales (a):
                       
 
Homebuilding
    7,068,520       5,918,524       4,291,943  
 
   
     
     
 
Selling, general and administrative:
                       
 
Homebuilding
    863,077       699,498       493,948  
 
Financial Services
    45,867       38,826       35,467  
 
Corporate
    45,235       29,417       15,443  
 
   
     
     
 
   
Total selling, general and administrative
    954,179       767,741       544,858  
 
   
     
     
 
Interest (a):
                       
 
Financial Services
    7,386       6,753       9,079  
 
Corporate
    42,645       39,416       36,471  
 
   
     
     
 
   
Total interest
    50,031       46,169       45,550  
 
   
     
     
 
Other (income) expense, net:
                       
 
Homebuilding
    28,551       28,644       20,921  
 
Corporate
    (9,248 )     (5,663 )     7,748  
 
   
     
     
 
   
Total other expense, net
    19,303       22,981       28,669  
 
   
     
     
 
Total costs and expenses
    8,092,033       6,755,415       4,911,020  
 
   
     
     
 
Equity income:
                       
 
Homebuilding
    32,511       6,744       9,274  
 
Financial Services
    6,252       5,674       4,272  
 
   
     
     
 
   
Total equity income
    38,763       12,418       13,546  
 
   
     
     
 
Income (loss) before income taxes:
                       
 
Homebuilding
    1,002,161       724,067       512,291  
 
Financial Services
    68,846       66,723       36,948  
 
Corporate
    (75,351 )     (61,968 )     (57,452 )
 
   
     
     
 
   
Total income before income taxes
  $ 995,656     $ 728,822     $ 491,787  
 
   
     
     
 

(a)   Homebuilding interest expense, which represents the amortization of capitalized interest, of $78.7 million, $48.7 million, and $36.0 million for the years ended December 31, 2003, 2002, and 2001, respectively, have been reclassified to cost of sales. The reclassifications had no impact on reported net earnings.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.   Segment information (continued)

                             
        Supplemental Operating Data by Geographic Region
        ($000’s omitted)
        Years Ended December 31,
       
        2003   2002   2001
       
 
 
Revenues:
                       
 
Domestic United States
  $ 8,820,789     $ 7,275,745     $ 5,354,092  
 
International
    228,137       196,074       35,169  
 
   
     
     
 
   
Total revenues
    9,048,926       7,471,819       5,389,261  
 
   
     
     
 
Cost of sales (a):
                       
 
Domestic United States
    6,885,249       5,761,468       4,261,006  
 
International
    183,271       157,056       30,937  
 
   
     
     
 
   
Total cost of sales
    7,068,520       5,918,524       4,291,943  
 
   
     
     
 
Selling, general and administrative:
                       
 
Domestic United States
    912,639       734,408       534,315  
 
International
    41,540       33,333       10,543  
 
   
     
     
 
   
Total selling, general and administrative
    954,179       767,741       544,858  
 
   
     
     
 
Interest (a):
                       
 
Domestic United States
    50,031       46,169       45,550  
 
   
     
     
 
Other (income) expense, net:
                       
 
Domestic United States
    16,436       19,570       28,689  
 
International
    2,867       3,411       (20 )
 
   
     
     
 
   
Total other expense, net
    19,303       22,981       28,669  
 
   
     
     
 
Total costs and expenses
    8,092,033       6,755,415       4,911,020  
 
   
     
     
 
Equity income:
                       
 
Domestic United States
    35,297       3,897       5,676  
 
International
    3,466       8,521       7,870  
 
   
     
     
 
   
Total equity in income of joint ventures
    38,763       12,418       13,546  
 
   
     
     
 
Income before income taxes
  $ 995,656     $ 728,822     $ 491,787  
 
   
     
     
 

(a)   Homebuilding interest expense, which represents the amortization of capitalized interest, of $78.7 million, $48.7 million, and $36.0 million for the years ended December 31, 2003, 2002, and 2001, respectively, have been reclassified to cost of sales. The reclassifications had no impact on reported net earnings.

                                   
      Asset Data by Segment ($000’s omitted)
     
              Financial                
      Homebuilding   Services   Corporate   Total
     
 
 
 
At December 31, 2003:
                               
 
Inventory
  $ 5,601,666     $     $     $ 5,601,666  
 
                           
 
 
Total assets
    7,305,447       584,976       172,929     $ 8,063,352  
 
                           
 
At December 31, 2002:
                               
 
Inventory
  $ 4,293,597     $     $     $ 4,293,597  
 
                           
 
 
Total assets
    6,075,734       714,274       82,079     $ 6,872,087  
 
                           
 
                           
      Supplemental Asset Data by Geographic Region ($000’s omitted)
     
      Domestic                
      United States   International   Total
     
 
 
At December 31, 2003:
                       
 
Inventory
  $ 5,427,716     $ 173,950     $ 5,601,666  
 
                   
 
 
Total assets
    7,834,374       228,978     $ 8,063,352  
 
                   
 
At December 31, 2002:
                       
 
Inventory
  $ 4,143,827     $ 149,770     $ 4,293,597  
 
                   
 
 
Total assets
    6,690,284       181,803     $ 6,872,087  
 
                   
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.   Del Webb merger

       On July 31, 2001, the Company merged with Del Webb Corporation in a tax-free stock-for-stock transaction. Under the terms of the merger agreement, each outstanding share of Del Webb common stock was exchanged for approximately 0.894 shares of newly issued Company stock. Approximately 16.8 million shares were issued to Del Webb shareholders. Del Webb was primarily a homebuilder with operations in seven states. For the fiscal year ended June 30, 2001, Del Webb reported net income of $91.2 million on revenues of $1.9 billion and 7,038 unit settlements. Backlog reported at June 30, 2001, was 3,682 units valued at approximately $994 million.

       This merger expanded and supported the Company’s leadership position. In particular, the Company believes the merger strengthened its position among active adult homebuyers, added important strategic land positions, provided operational savings from economies of scale, bolstered purchasing leverage, and enhanced overall competitive position.

       The merger was accounted for using the purchase method of accounting. Approximately 16.8 million shares were issued and assigned an approximate accounting value of $42.74 per share based on the average closing price of the Company’s stock for the five trading days ended July 26, 2001. The components of the purchase price and allocation are as follows ($000’s omitted):

       Consideration and merger costs:

                 
Stock issued to Del Webb stockholders
  $ 720,111          
Cash paid to Del Webb stock option and restricted stockholders
    29,498          
Fair value of stock options exchanged
    9,276          
Cash paid for certain change-in-control and consulting arrangements
    52,709          
Other transaction costs
    22,389          
 
   
         
Total purchase price
          $ 833,983  

       Purchase price allocation:

                 
Inventory
  $ 1,522,797          
Other assets
    387,301          
Trademarks and tradenames
    163,000          
Accounts payable and other
    (494,029 )        
Unsecured short-term borrowings
    (300,000 )        
Subordinated notes
    (729,096 )     549,973  
 
   
     
 
Goodwill
          $ 284,010  
 
           
 

       This goodwill, which is not deductible for tax purposes, was allocated solely to the homebuilding segment. Trademarks and tradenames are being amortized on a straight-line basis over a period of 20 years.
 
       Del Webb operations have been included in the consolidated results since July 31, 2001. The following table presents a summary of the unaudited pro forma operating results for the Company assuming that the merger with Del Webb occurred on January 1, 2001.

         
    Year Ended
    December 31, 2001
    (Unaudited)
   
Revenues ($000’s omitted)
  $ 6,494,795  
 
   
 
Income from continuing operations ($000’s omitted)
  $ 336,856  
 
   
 
Basic earnings per share
  $ 5.73  
 
   
 
Diluted earnings per share
  $ 5.62  
 
   
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3.   Del Webb merger (continued)

       The pro forma information presented does not purport to be indicative of the results of operations that would have actually been reported had the merger occurred on January 1, 2001. For the purposes of the above pro-forma information presented and in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized for transactions occurring subsequent to June 30, 2001. As such, operations presented do not include amortization of the goodwill recognized in the Del Webb merger.

4.   Discontinued operations

       In September 1988, substantially all of the assets, business operations and certain liabilities of five Texas-based insolvent thrifts were acquired by First Heights. Assistance with each acquisition was provided by the Federal Savings and Loan Insurance Corporation (FSLIC) pursuant to an Assistant Agreement.

       During the first quarter of 1994, the Company adopted a plan of disposal for First Heights and announced its strategy to exit the thrift industry and increase its focus on housing and related mortgage banking. First Heights sold all but one of its 32 bank branches and related deposits to two unrelated purchasers. The sale was substantially completed during the fourth quarter of 1994, although the Company held brokered deposits which were not liquidated until 1998.

       Although the Company in 1994, expected to complete the plan of disposal within a reasonable period of time, contractual disputes with the Federal Deposit Insurance Corporation (FDIC) precluded the Company from completing the disposal in accordance with its original plan. As discussed in Note 11, the Company settled its litigation with the FDIC in October 2001.

       First Heights’ day-to-day activities have been principally devoted to supporting residual regulatory compliance matters and the litigation with the United States government, discussed in Note 11, and are not reflective of the active operations of the former thrift, such as maintaining traditional transaction accounts (e.g., checking and savings accounts) or making loans. Accordingly, such operations are being presented as discontinued.

       Revenues of discontinued operations were $6,000, $17,000 and $29,000 for the years ended December 31, 2003, 2002 and 2001, respectively. For the years ended December 31, 2003, 2002 and 2001, discontinued thrift operations reported after-tax gains of $7.3 million and $9.0 million and an after-tax loss of $1.0 million, respectively. The after-tax gains for the years ended December 31, 2003 and 2002 include approximately $7.9 million and $10.0 million, respectively, of income related to the recognition of income tax benefits resulting from the favorable resolution of certain tax matters.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5.   Other financing arrangements
 
    Corporate/Homebuilding

       Effective October 1, 2003, Pulte Homes, Inc. replaced its $570 million revolving credit facility with an $850 million facility that includes the capacity to issue letters of credit up to $500 million. Borrowing availability on this line is reduced by the amount of letters of credit outstanding. This new credit facility expires October 1, 2008. The bank credit agreement contains restrictive covenants, the most restrictive of which requires the Company not to exceed a debt-to-total capitalization ratio as defined in the agreement of 50%. The following is a summary of aggregate borrowing information related to this facility ($000’s omitted):

                         
    2003   2002   2001
   
 
 
Available credit lines at year-end
  $ 850,000     $ 570,000     $ 560,000  
Unused credit lines at year-end
  $ 693,000     $ 570,000     $ 450,000  
Maximum amount outstanding at the end of any month
  $     $ 245,000     $ 334,000  
Average monthly indebtedness
  $ 2,000     $ 92,000     $ 72,000  
Range of interest rates during the year
  2.08 to 4.25 %   2.56 to 4.75 %   2.65 to 6.81 %
Weighted-average rate at year-end
    2.22 %     2.78 %     3.79 %

       In addition, the Company’s operating entity in Argentina entered into a $3 million revolving credit facility in October 2002 to provide an additional financial resource to support the operations. Pulte Homes, Inc. has guaranteed the credit facility. There was $2 million outstanding under this facility at December 31, 2003.
 
       At December 31, 2003, other financing included limited recourse collateralized financing arrangements totaling $83.3 million. These financing arrangements have maturities ranging primarily from one to four years, a weighted average interest rate of 4.31%, are generally collateralized by certain land positions and have no recourse to any other assets. These arrangements have been classified as accrued and other liabilities in the Consolidated Balance Sheets.

    Financial Services

       Notes payable to banks (collateralized short-term debt) are secured by residential mortgage loans available-for-sale. The carrying amounts of such borrowings approximate fair value.

       During 2003, Pulte Mortgage replaced and expanded its $175 million revolving credit facility with a $310 million facility and replaced its $325 million asset-backed commercial paper program with a $550 million program. The revolving credit facility expires in March 2005 and the asset-backed commercial paper program can be extended to August 2005. During the three years ended December 31, 2003, Pulte Mortgage provided compensating balances, in the form of escrows and other custodial funds, in order to further reduce interest rates. The bank credit agreements contain restrictive covenants, the most restrictive of which requires Pulte Mortgage to maintain a minimum tangible net worth of $30 million.

       The following is aggregate borrowing information ($000’s omitted):

                         
    2003   2002   2001
   
 
 
Available credit lines at year-end
  $ 860,000     $ 600,000     $ 450,000  
Unused credit lines at year-end
  $ 381,000     $ 41,000     $ 40,000  
Maximum amount outstanding at the end of any month
  $ 483,000     $ 559,000     $ 410,000  
Average monthly indebtedness
  $ 391,000     $ 290,000     $ 219,000  
Range of interest rates during the year
  0.45 to 2.31 %   0.45 to 2.75 %   0.45 to 9.18 %
Weighted-average rate at year-end
    1.59 %     1.91 %     2.35 %

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.   Senior notes and subordinated notes

       The Company’s senior notes and subordinated notes at book value are summarized as follows ($000’s omitted):

                 
    At December 31,
   
    2003   2002
   
 
9.5% unsecured senior notes, issued by Pulte Homes, Inc. due 2003, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
  $     $ 174,934  
7% unsecured senior notes, issued by Pulte Homes, Inc. due 2003, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
          99,960  
9.375% senior subordinated notes, issued by Del Webb Corporation, called March 2003 for redemption in May 2003, guaranteed by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
          162,205  
10.25% senior subordinated notes, issued by Del Webb Corporation, called December 2003 for redemption in February 2004, guaranteed by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
    77,283       98,461  
8.375% unsecured senior notes, issued by Pulte Homes, Inc. due 2004, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc and certain of its 100% owned subsidiaries. See Note 12
    111,983       111,949  
7.3% unsecured senior notes, issued by Pulte Homes, Inc. due 2005, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
    124,981       124,970  
8.125% unsecured senior notes, issued by Pulte Homes, Inc. due 2011, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
    199,127       199,005  
7.875% unsecured senior notes, issued by Pulte Homes, Inc. due 2011, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
    495,117       494,671  
6.25% unsecured senior notes, issued by Pulte Homes, Inc. due 2013, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
    297,390        
7.625% unsecured senior notes, issued by Pulte Homes, Inc. due 2017, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
    148,505       148,396  
7.875% unsecured senior notes, issued by Pulte Homes, Inc. due 2032, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12
    298,760       298,717  
6.375% unsecured senior notes, issued by Pulte Homes, Inc. due 2033, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See note 12
    397,826        
 
   
     
 
 
  $ 2,150,972     $ 1,913,268  
 
   
     
 
Estimated fair value
  $ 2,387,945     $ 2,006,173  
 
   
     
 

       Total senior note and subordinated note principal maturities during the five years after 2003 are as follows: 2004 - $186 million; 2005 - $125 million; 2006 - $0; 2007 - $0; 2008 - $0 and thereafter $1.8 billion.
 
       In January 2004, the Company sold $500 million of 5.25% unsecured senior notes, callable prior to maturity and guaranteed by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. The notes are due 2014.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.   Shareholders’ equity

       In October 2002, the Company’s Board of Directors authorized the repurchase of $100 million of Pulte Homes, Inc. common stock in open-market transactions or otherwise. Pursuant to this authorization, 790,800 common shares were repurchased at an aggregate cost of approximately $18.2 million in 2003 and 200,000 shares for approximately $4.3 million in 2002. At December 31, 2003, the Company had remaining authorization to purchase common stock aggregating $77.5 million.
 
       On December 11, 2003 the Company announced a two-for-one stock split effected in the form of a 100 percent stock dividend. The distribution was made on January 2, 2004. All share and per share amounts have been restated to retroactively reflect the stock split.

    Accumulated other comprehensive income (loss)

       The accumulated balances related to each component of other comprehensive income (loss) are as follows ($000’s omitted):

                   
      December 31,
     
      2003   2002
     
 
Foreign currency translation adjustments:
               
 
Argentina
  $ (24,982 )   $ (26,876 )
 
Mexico
    (13,962 )     (6,615 )
Change in fair value of derivatives, net of income taxes of $122 in 2003 and $1,204 in 2002
    (198 )     (1,880 )
 
   
     
 
 
  $ (39,142 )   $ (35,371 )
 
   
     
 

8.   Stock compensation plans and management incentive compensation

       The Company has fixed stock option plans for both employees (the “Employee Plans”) and for nonemployee directors (the “Director Plan”); information related to the active plans is as follows:

         
    Shares
Plan Name   Authorized

 
Employee Plans
       
Pulte Homes, Inc. 2002 Stock Incentive Plan
    6,000,000  
Pulte Corporation 2000 Stock Incentive Plan for Key Employees
    5,000,000  
Pulte Corporation 1995 Stock Incentive Plan for Key Employees
    8,000,000  
Pulte Corporation 1994 Stock Incentive Plan for Key Employees
    4,000,000  
Director Plan
       
2000 Stock Plan for Nonemployee Directors
    500,000  

       As of December 31, 2003, 2,917,350 stock options remain available for grant under the Employee Plans and 206,000 stock options remain available for grant under the Director Plan.

       The Employee Plans primarily provide for the grant of options (both non-qualified options and incentive stock options as defined in each respective plan), stock appreciation rights and restricted stock to key employees of the Company or its subsidiaries (as determined by the Compensation Committee of the Board of Directors) for periods not exceeding ten years. Options granted under the Employee Plans vest incrementally in periods ranging from six months to five years. Under the Director Plan, nonemployee directors are entitled to an annual distribution of 1,800 shares of common stock and options to purchase an additional 8,000 shares. All options granted are non-qualified, vest immediately and are exercisable on the date of grant. Options granted under the Director Plan are exercisable for ten years from the grant date.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8.   Stock compensation plans and management incentive compensation (continued)

       A summary of the status of the Company’s stock options for the years ended December 31, 2003, 2002 and 2001 is presented below (000’s omitted except per share data):

                                                     
        2003   2002   2001
       
 
 
                Weighted-           Weighted-           Weighted-
                Average           Average           Average
                Per Share           Per Share           Per Share
        Shares   Exercise Price   Shares   Exercise Price   Shares   Exercise Price
       
 
 
 
 
 
Outstanding, beginning of year
    12,288     $ 17       13,078     $ 14       10,716     $ 12  
Granted
    2,001       43       2,780       23       3,866       19  
Exercised
    (3,135 )     (12 )     (3,454 )     (9 )     (1,356 )     10  
Forfeited
    (377 )     (22 )     (116 )     (20 )     (148 )     12  
 
   
     
     
     
     
     
 
Outstanding, end of year
    10,777     $ 23       12,288     $ 17       13,078     $ 14  
 
   
     
     
     
     
     
 
Options exercisable at year-end
    4,718     $ 17       5,640     $ 14       6,676     $ 10  
 
   
     
     
     
     
     
 
Weighted-average per share fair value of options granted during the year
  $ 17.59             $ 9.68             $ 11.63          
 
   
             
             
         

       The following table summarizes information about fixed stock options outstanding at December 31, 2003:

                                             
        Options Outstanding   Options Exercisable
       
 
        Number   Weighted-   Weighted-   Number   Weighted-
Range of   Outstanding at   Average   Average   Exercisable at   Average
Per Share   December 31   Remaining   Per Share   December 31   Per Share
Exercise Prices   (000’s omitted)   Contract Life   Exercise Price   (000’s omitted)   Exercise Price

 
 
 
 
 
$
0.00 to 12.99
    1,685       4.5     $ 10       1,682     $ 10  
$
13.00 to 20.00
    1,610       5.9     $ 17       755     $ 16  
$
20.01 to 31.00
    5,491       7.6     $ 22       2,201     $ 22  
$
31.01 to 44.00
    1,991       9.9     $ 43       80     $ 33  

       Exclusive of the Employee Plans and Director Plan above, the Company awarded 544,354, 482,482 and 315,922 shares of restricted stock to certain key employees during 2003, 2002, and 2001, respectively. In connection with the restricted stock awards, which cliff vest at the end of three years, the Company recorded compensation expense of $16.0 million, $5.3 million and $1.7 million during 2003, 2002, and 2001, respectively.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9.   Income taxes

       The Company’s net deferred tax asset (liability) is as follows ($000’s omitted):

                   
      At December 31,
     
      2003   2002
     
 
Deferred tax liabilities:
               
 
Capitalized items, principally real estate basis differences, deducted for tax, net
  $ (89,949 )   $ (95,732 )
 
Trademarks and tradenames
    (54,456 )     (59,067 )
 
   
     
 
 
    (144,405 )     (154,799 )
 
   
     
 
Deferred tax assets:
               
 
Non-deductible reserves and other
    104,491       129,621  
 
Adjustments to the fair value of acquired senior subordinated notes
    4,106       7,495  
 
State and other net operating loss carryforwards
    19,936       18,935  
 
State and other credit carryforwards
    10,779       11,952  
 
   
     
 
 
    139,312       168,003  
 
   
     
 
 
Asset valuation allowance
    (2,781 )     (1,461 )
 
   
     
 
 
Net deferred tax asset (liability)
  $ (7,874 )   $ 11,743  
 
   
     
 

       The state net operating losses of $62.7 million expire in years 2013 through 2023. International net operating losses of $48,007 will expire in years 2006 through 2013. Net operating losses are generally available to offset the Company’s taxable income in future years. State and other credit carryforwards include a state credit voucher of $10.8 million that is expected to be realized by the Company no later than 2006. Realization of the net deferred tax asset, in certain jurisdictions, is dependent on future reversals of existing taxable temporary differences and adequate future taxable income. Although realization is not assured, management believes that, except for the valuation allowance stated, it is more likely than not that the net deferred tax asset will be realized.

       Components of current and deferred income tax expense (benefit) for continuing operations are as follows ($000’s omitted):

                           
      Current   Deferred   Total
     
 
 
Year ended December 31, 2003
                       
 
Federal
  $ 334,737     $ 15,067     $ 349,804  
 
State and other
    23,980       4,550       28,530  
 
   
     
     
 
 
  $ 358,717     $ 19,617     $ 378,334  
 
   
     
     
 
Year ended December 31, 2002
                       
 
Federal
  $ 221,178     $ 36,545     $ 257,723  
 
State and other
    23,808       2,690       26,498  
 
   
     
     
 
 
  $ 244,986     $ 39,235     $ 284,221  
 
   
     
     
 
Year ended December 31, 2001
                       
 
Federal
  $ 179,428     $ (7,879 )   $ 171,549  
 
State and other
    18,110       (297 )     17,813  
 
   
     
     
 
 
  $ 197,538     $ (8,176 )   $ 189,362  
 
   
     
     
 

       The following table reconciles the statutory federal income tax rate to the effective income tax rate for continuing operations:

                         
    2003   2002   2001
   
 
 
Income taxes at federal statutory rate
    35.00 %     35.00 %     35.00 %
Effect of state and local income taxes, net of federal tax
    2.04       3.20       3.09  
Settlement of state tax issues and other
    .96       .80       .41  
 
   
     
     
 
Effective rate
    38.00 %     39.00 %     38.50 %
 
   
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10.   Leases

       The Company leases certain property and equipment under non-cancelable leases. Office and equipment leases are generally for terms of three to five years and generally provide renewal options for terms of up to an additional three years. Model home leases are generally for shorter terms approximating one year with renewal options on a month-to-month basis. In most cases, management expects that in the normal course of business, leases that expire will be renewed or replaced by other leases. The future minimum lease payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year are as follows ($000’s omitted):

         
Years Ending December 31,        

       
2004
  $ 32,590  
2005
    25,682  
2006
    18,375  
2007
    14,903  
2008
    11,452  
After 2008
    23,401  
 
   
 
Total minimum lease payments
  $ 126,403  
 
   
 

       Net rental expense for the years ended December 31, 2003, 2002 and 2001 was $49.6 million, $48.8 million and $36.5 million, respectively. Certain leases contain purchase options and generally provide that the Company shall pay for insurance, taxes and maintenance.

11.   Commitments and contingencies

       In the normal course of business, the Company acquires rights under options or option-type agreements to purchase land to be used in homebuilding operations at future dates. The total purchase price applicable to land under option that has been approved for purchase approximated $2.6 billion and $1.5 billion at December 31, 2003 and 2002, respectively. The total purchase price applicable to land under option that has not been approved for purchase approximated $2.1 billion and $982 million at December 31, 2003 and 2002, respectively.

       At December 31, 2003, the Company, in the normal course of business, had outstanding letters of credit and performance bonds of $1.4 billion.

       The Company could be required to repurchase loans sold to investors that have not been underwritten in accordance with the investor guidelines (defective loans). The Company, in the normal course of business, indemnifies investors for defective loans that they have purchased. As of December 31, 2003 and 2002, the Company had been notified of $8.6 million and $8.8 million of defective loans, respectively. The Company assesses the risk of loss on these indemnifications and establishes reserves for them. At December 31, 2003 and 2002, reserves for indemnification on defective loans are reflected in accrued and other liabilities and amounted to $0.3 million.

       The Company is involved in various litigation incidental to its continuing business operations. Management does not believe that this litigation will have a material adverse impact on the results of operations, financial position or cash flows of the Company.

    First Heights-related litigation

       Pulte Homes, Inc. was a party to three lawsuits relating to First Heights’ 1988 acquisition from the Federal Savings and Loan Insurance Corporation (FSLIC) and First Heights’ ownership of five failed Texas thrifts. The first lawsuit (the District Court Case) was filed on July 7, 1995, in the United States District Court, Eastern District of Michigan, by the Federal Deposit Insurance Corporation (FDIC) against Pulte Homes, Inc., Pulte Diversified Companies, Inc. and First Heights (collectively, the Pulte Parties). The second lawsuit (the Court of Federal Claims Case) was filed on December 26, 1996, in the United States Court of Federal Claims (Washington, D.C.) by the Pulte Parties against the United States. The third lawsuit was filed by First Heights on January 10, 2000, in the United States District Court, Eastern District of Michigan against the FDIC regarding the amounts, including interest, the FDIC was obligated to pay First Heights on two promissory notes which had been executed by the FDIC’s predecessor, the FSLIC.

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11.   Commitments and contingencies (continued)
 
    First Heights-related litigation (continued)

       In the District Court Case, the FDIC, as successor to the FSLIC, sought a declaration of rights and other relief related to the Assistance Agreement entered into between First Heights and the FSLIC. The FDIC and the Pulte Parties disagreed about the proper interpretation of provisions in the Assistance Agreement which provide for sharing of certain tax benefits achieved in connection with First Heights’ 1988 acquisition and ownership of the five failed Texas thrifts. The District Court Case also included certain other claims relating to the foregoing, including claims resulting from the Company’s and First Heights’ amendment of a tax sharing and allocation agreement between the Company and First Heights. The Pulte Parties disputed the FDIC’s claims and filed an answer and a counterclaim seeking, among other things, a declaration that the FDIC had breached the Assistance Agreement in numerous respects. On December 24, 1996, the Pulte Parties voluntarily dismissed without prejudice certain of their claims in the District Court Case and, on December 26, 1996, initiated the Court of Federal Claims Case.

       In October 2001, the FDIC and the Pulte Parties settled the District Court Case, the related appeal to the Sixth Circuit Court of Appeals and the third lawsuit. As part of this settlement (the Settlement), the First Heights Assistance Agreement was terminated, except that certain tax benefit sharing provisions will continue in effect, and the warrants issued by First Heights to the FDIC were extinguished. The Company does not believe that the claims in the Court of Federal Claims Case are in any way prejudiced by the Settlement.

       In the Court of Federal Claims Case, the Pulte Parties assert breaches of contract on the part of the United States in connection with the enactment of Section 13224 of the Omnibus Budget Reconciliation Act of 1993 (OBRA). That provision repealed portions of the tax benefits that the Pulte Parties claim they were entitled to under the contract to acquire the failed Texas thrifts. The Pulte Parties also assert other claims concerning the contract, including that the United States (through the FDIC as receiver) improperly attempted to amend the failed thrifts’ pre-acquisition tax returns and that this attempt was made in an effort to deprive the Pulte Parties of tax benefits for which they had contracted.

       On August 17, 2001, the United States Court of Federal Claims ruled that the United States government is liable to the Pulte Parties for breach of contract by enacting Section 13224 of OBRA. In September 2003, the United States Court of Federal Claims issued final judgment that the Pulte Parties had been damaged by approximately $48.7 million as a result of the United States government’s breach of contract with them. The United States government and the Pulte Parties filed Notices of Appeal with the United States Court of Appeals for the Federal Circuit in October 2003. Accordingly, any gain related to this litigation will be recognized only upon final resolution.

12.   Supplemental Guarantor information

       Pulte Homes, Inc. has the following outstanding senior note obligations at December 31, 2003: (1) $115 million, 8.375%, due 2004, (2) $125 million, 7.3%, due 2005, (3) $150 million, 7.625%, due 2017, (4) $200 million, 8.125%, due 2011, (5) $500 million, 7.875%, due 2011, (6) $300 million, 7.875%, due 2032, (7) $300 million, 6.25%, due 2013, and (8) $400 million, 6.375%, due 2033. Such obligations to pay principal, premium, if any, and interest are guaranteed jointly and severally on a senior basis by Pulte Homes, Inc.’s 100%-owned Domestic Homebuilding subsidiaries (collectively, the Guarantors). The Company has outstanding $74 million, senior subordinated notes due 2010, which the Company called and will redeem at a price equal to 105.125% in February 2004. Such obligations to pay principal, premium, if applicable, and interest are guaranteed jointly and severally on a senior subordinated basis by the Guarantors. Such guarantees are full and unconditional.

       Supplemental consolidating financial information of the Company, specifically including such information for the Guarantors, is presented below. Investments in subsidiaries are presented using the equity method of accounting. Separate financial statements of the Guarantors are not provided as the consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by the operations of the combined groups.

50


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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2003
($000’s omitted)

                                           
      Unconsolidated                
     
               
      Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
      Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
     
 
 
 
 
ASSETS
                                       
Cash and equivalents
  $ 2,949     $ 305,356     $ 95,787     $     $ 404,092  
Unfunded settlements
          140,431       (18,131 )           122,300  
House and land inventories
          5,354,460       173,950             5,528,410  
Land, not owned, under option agreements
          73,256                   73,256  
Residential mortgage loans available-for-sale
                541,126             541,126  
Land held for sale
          251,237                   251,237  
Goodwill
          306,993       700             307,693  
Intangible assets
          143,704                   143,704  
Other assets
    81,145       501,052       109,337             691,534  
Investment in subsidiaries
    6,618,888       74,738       1,352,274       (8,045,900 )      
 
   
     
     
     
     
 
 
  $ 6,702,982     $ 7,151,227     $ 2,255,043     $ (8,045,900 )   $ 8,063,352  
 
   
     
     
     
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Liabilities:
                                       
Accounts payable, accrued and other liabilities
  $ 149,572     $ 1,547,241     $ 200,892     $     $ 1,897,705  
Collateralized short-term debt, recourse solely to applicable non-guarantor subsidiary assets
                479,287             479,287  
Income taxes
    79,391                         79,391  
Deferred income tax liability
    (8,799 )           16,673             7,874  
Senior notes and subordinated notes
    2,073,689       77,283                   2,150,972  
Advances (receivable) payable - subsidiaries
    961,006       (1,124,437 )     163,431              
 
   
     
     
     
     
 
 
Total liabilities
    3,254,859       500,087       860,283             4,615,229  
 
   
     
     
     
     
 
Shareholders’ Equity:
                                       
Common stock
    1,252             7,823       (7,823 )     1,252  
Additional paid-in capital
    1,015,991       5,381,553       1,170,349       (6,551,902 )     1,015,991  
Unearned compensation
    (656 )                       (656 )
Accumulated other comprehensive loss
    (39,142 )     (2,706 )     (39,142 )     41,848       (39,142 )
Retained earnings
    2,470,678       1,272,293       255,730       (1,528,023 )     2,470,678  
 
   
     
     
     
     
 
 
Total shareholders’ equity
    3,448,123       6,651,140       1,394,760       (8,045,900 )     3,448,123  
 
   
     
     
     
     
 
 
  $ 6,702,982     $ 7,151,227     $ 2,255,043     $ (8,045,900 )   $ 8,063,352  
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
($000’s omitted)

                                           
      Unconsolidated                
     
               
      Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
      Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
     
 
 
 
 
ASSETS
                                       
Cash and equivalents
  $     $ 541,095     $ 72,073     $     $ 613,168  
Unfunded settlements
          66,203       (5,562 )           60,641  
House and land inventories
          4,143,827       149,770             4,293,597  
Residential mortgage loans available-for- sale
                600,339             600,339  
Land held for sale
          226,054                   226,054  
Goodwill
          306,993       700             307,693  
Intangible assets
          151,954                   151,954  
Other assets
    54,295       457,805       94,798             606,898  
Deferred income taxes
    27,784             (16,041 )           11,743  
Investment in subsidiaries
    3,553,786       93,710       1,809,031       (5,456,527 )      
 
   
     
     
     
     
 
 
  $ 3,635,865     $ 5,987,641     $ 2,705,108     $ (5,456,527 )   $ 6,872,087  
 
   
     
     
     
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Liabilities:
                                       
Accounts payable, accrued and other liabilities
  $ 125,941     $ 1,281,648     $ 141,174     $     $ 1,548,763  
Collateralized short-term debt, recourse solely to applicable non-guarantor subsidiary assets
                559,621             559,621  
Income taxes
    90,009                         90,009  
Senior notes and subordinated notes
    1,652,602       260,666                   1,913,268  
Advances (receivable) payable - subsidiaries
    (993,113 )     768,997       224,116              
 
   
     
     
     
     
 
 
Total liabilities
    875,439       2,311,311       924,911             4,111,661  
 
   
     
     
     
     
 
Shareholders’ Equity:
                                       
Common stock
    1,222       40,656       52,195       (92,851 )     1,222  
Additional paid-in capital
    932,551       1,977,009       720,923       (2,697,932 )     932,551  
Unearned compensation
    (9,866 )                       (9,866 )
Accumulated other comprehensive loss
    (35,371 )           (35,371 )     35,371       (35,371 )
Retained earnings
    1,871,890       1,658,665       1,042,450       (2,701,115 )     1,871,890  
 
   
     
     
     
     
 
 
Total shareholders’ equity
    2,760,426       3,676,330       1,780,197       (5,456,527 )     2,760,426  
 
   
     
     
     
     
 
 
  $ 3,635,865     $ 5,987,641     $ 2,705,108     $ (5,456,527 )   $ 6,872,087  
 
   
     
     
     
     
 

52


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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2003
($000’s omitted)

                                               
          Unconsolidated                
         
               
          Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
          Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
         
 
 
 
 
Revenues:
                                       
 
Homebuilding
  $     $ 8,701,661     $ 228,137     $     $ 8,929,798  
 
Financial Services
          16,491       99,356             115,847  
 
Corporate
    42       2,602       637             3,281  
 
   
     
     
     
     
 
     
Total revenues
    42       8,720,754       328,130             9,048,926  
 
   
     
     
     
     
 
Expenses:
                                       
 
Homebuilding:
                                       
   
Cost of sales
          6,885,249       183,271             7,068,520  
   
Selling, general and administrative and other expense
    10,910       829,871       50,847             891,628  
 
Financial Services, principally interest
          4,851       48,402             53,253  
 
Corporate, net
    83,637       (4,816 )     (189 )           78,632  
 
   
     
     
     
     
 
     
Total expenses
    94,547       7,715,155       282,331             8,092,033  
 
   
     
     
     
     
 
Other Income:
                                       
 
Equity income
          30,913       7,850             38,763  
 
   
     
     
     
     
 
Income (loss) from continuing operations before income taxes and equity in income of subsidiaries
    (94,505 )     1,036,512       53,649             995,656  
Income taxes (benefit)
    (38,465 )     396,090       20,709             378,334  
 
   
     
     
     
     
 
Income (loss) from continuing operations before equity in income of subsidiaries
    (56,040 )     640,422       32,940             617,322  
Income from discontinued operations
    7,312                         7,312  
 
   
     
     
     
     
 
Income (loss) before equity in net income of subsidiaries
    (48,728 )     640,422       32,940             624,634  
 
   
     
     
     
     
 
Equity in net income of subsidiaries:
                                       
 
Continuing operations
    673,362       34,481       231,826       (939,669 )      
 
Discontinued operations
                             
 
   
     
     
     
     
 
 
    673,362       34,481       231,826       (939,669 )      
 
   
     
     
     
     
 
     
Net income
  $ 624,634     $ 674,903     $ 264,766     $ (939,669 )   $ 624,634  
 
   
     
     
     
     
 

53


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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2002
($000’s omitted)

                                               
          Unconsolidated                
         
               
          Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
          Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
         
 
 
 
 
Revenues:
                                       
 
Homebuilding
  $     $ 7,167,915     $ 196,074     $     $ 7,363,989  
 
Financial Services
          15,004       91,624             106,628  
 
Corporate
    164       1,038                   1,202  
 
   
     
     
     
     
 
     
Total revenues
    164       7,183,957       287,698             7,471,819  
 
   
     
     
     
     
 
Expenses:
                                       
 
Homebuilding:
                                       
   
Cost of sales
          5,761,468       157,056             5,918,524  
   
Selling, general and administrative and other expense
    8,661       682,737       36,744             728,142  
 
Financial Services, principally interest
          4,445       41,134             45,579  
 
Corporate, net
    63,036       281       (147 )           63,170  
 
   
     
     
     
     
 
     
Total expenses
    71,697       6,448,931       234,787             6,755,415  
 
   
     
     
     
     
 
Other Income:
                                       
 
Equity income
          3,897       8,521             12,418  
 
   
     
     
     
     
 
Income (loss) from continuing operations before income taxes and equity in income of subsidiaries
    (71,533 )     738,923       61,432             728,822  
Income taxes (benefit)
    (28,302 )     288,111       24,412             284,221  
 
   
     
     
     
     
 
Income (loss) from continuing operations before equity in income of subsidiaries
    (43,231 )     450,812       37,020             444,601  
Income from discontinued operations
    9,042             2             9,044  
 
   
     
     
     
     
 
Income (loss) before equity in net income of subsidiaries
    (34,189 )     450,812       37,022             453,645  
 
   
     
     
     
     
 
Equity in net income of subsidiaries:
                                       
 
Continuing operations
    487,832       33,310       297,229       (818,371 )      
 
Discontinued operations
    2                   (2 )      
 
   
     
     
     
     
 
 
    487,834       33,310       297,229       (818,373 )      
 
   
     
     
     
     
 
     
Net income
  $ 453,645     $ 484,122     $ 334,251     $ (818,373 )   $ 453,645  
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2001
($000’s omitted)

                                                 
            Unconsolidated                
           
               
            Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
            Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
           
 
 
 
 
Revenues:
                                       
 
Homebuilding
  $     $ 5,274,660     $ 35,169     $     $ 5,309,829  
 
Financial Services
          10,073       67,149             77,222  
 
Corporate
    189       2,021                   2,210  
 
 
   
     
     
     
     
 
     
Total revenues
    189       5,286,754       102,318             5,389,261  
 
 
   
     
     
     
     
 
Expenses:
                                       
 
Homebuilding:
                                       
   
Cost of sales
          4,261,006       30,937             4,291,943  
   
Selling, general and administrative and other expense
    2,873       501,519       10,477             514,869  
 
Financial Services, principally interest
          2,996       41,550             44,546  
 
Corporate, net
    51,940       9,280       (1,558 )           59,662  
 
 
   
     
     
     
     
 
     
Total expenses
    54,813       4,774,801       81,406             4,911,020  
 
 
   
     
     
     
     
 
Other Income:
                                       
 
Equity income
          5,676       7,870             13,546  
 
 
   
     
     
     
     
 
Income (loss) from continuing operations before income taxes and equity in income of subsidiaries
    (54,624 )     517,629       28,782             491,787  
Income taxes (benefit)
    (26,779 )     199,369       16,772             189,362  
 
 
   
     
     
     
     
 
Income (loss) from continuing operations before equity in income of subsidiaries
    (27,845 )     318,260       12,010             302,425  
Income (loss) from discontinued operations
    87             (1,119 )           (1,032 )
 
 
   
     
     
     
     
 
Income (loss) before equity in net income of subsidiaries
    (27,758 )     318,260       10,891             301,393  
 
   
     
     
     
     
 
Equity in net income (loss) of subsidiaries:
                                       
 
Continuing operations
    330,270       16,599       253,898       (600,767 )      
 
Discontinued operations
    (1,119 )                 1,119        
 
   
     
     
     
     
 
 
    329,151       16,599       253,898       (599,648 )      
 
   
     
     
     
     
 
       
Net income
  $ 301,393     $ 334,859     $ 264,789     $ (599,648 )   $ 301,393  
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2003
($000’s omitted)

                                                 
            Unconsolidated                
           
               
            Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
            Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
           
 
 
 
 
Cash flows from operating activities:
                                       
 
Net income
  $ 624,634     $ 674,903     $ 264,766     $ (939,669 )   $ 624,634  
     
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
                                       
       
Equity in income of subsidiaries
    (673,362 )     (34,481 )     (231,826 )     939,669        
       
Amortization and depreciation
          36,410       3,750             40,160  
       
Stock-based compensation expense
    30,515                         30,515  
       
Deferred income taxes
    18,985             632             19,617  
       
Other, net
    1,150       (2,912 )     (2,421 )           (4,183 )
       
Increase (decrease) in cash due to:
                                       
       
Inventories
          (1,377,875 )     (36,419 )           (1,414,294 )
       
Residential mortgage loans available-for-sale
                59,213             59,213  
       
Other assets
    (26,850 )     13,306       (5,869 )           (19,413 )
       
Accounts payable, accrued and other liabilities
    18,222       260,790       64,767             343,779  
       
Income taxes
    (145,718 )     162,014       1,828             18,124  
 
 
   
     
     
     
     
 
Net cash provided by (used in) operating activities
    (152,424 )     (267,845 )     118,421             (301,848 )
 
 
   
     
     
     
     
 
   
Dividends received from subsidiaries
    1,107,549       16,000       1,069,503       (2,193,052 )      
   
Investment in subsidiaries
    (3,497,651 )     (1,910 )           3,499,561        
   
Advances from affiliates
    106,461                   (106,461 )      
   
Proceeds from sale of fixed assets
          5,023                   5,023  
   
Capital expenditures
          (28,405 )     (10,715 )           (39,120 )
 
 
   
     
     
     
     
 
Net cash provided by (used in) investing activities
    (2,283,641 )     (9,292 )     1,058,788       1,200,048       (34,097 )
 
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2003
($000’s omitted)

                                           
      Unconsolidated                
     
               
      Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
      Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
     
 
 
 
 
Cash flows from financing activities:
                                       
 
Payment of senior notes and subordinated notes
  $ (275,000 )   $ (182,511 )   $     $     $ (457,511 )
 
Proceeds from borrowings
    694,937             2,028             696,965  
 
Repayment of borrowings
          (35,230 )     (82,938 )           (118,168 )
 
Capital contributions from parent
          3,472,607       26,954       (3,499,561 )      
 
Advances (to) from affiliates
    2,011,500       (2,105,919 )     (12,042 )     106,461        
 
Issuance of common stock
    39,493                         39,493  
 
Stock repurchases
    (18,304 )                       (18,304 )
 
Dividends paid
    (13,612 )     (1,107,549 )     (1,085,503 )     2,193,052       (13,612 )
 
 
   
     
     
     
     
 
Net cash provided by (used in) financing activities
    2,439,014       41,398       (1,151,501 )     (1,200,048 )     128,863  
 
 
   
     
     
     
     
 
Effect of exchange rate changes on cash and cash equivalents
                (1,994 )           (1,994 )
Net increase (decrease) in cash and equivalents
    2,949       (235,739 )     23,714             (209,076 )
Cash and equivalents at beginning of year
          541,095       72,073             613,168  
 
 
   
     
     
     
     
 
Cash and equivalents at end of year
  $ 2,949     $ 305,356     $ 95,787     $     $ 404,092  
 
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
($000’s omitted)

                                                 
            Unconsolidated                
           
               
            Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
            Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
           
 
 
 
 
Cash flows from operating activities:
                                       
 
Net income
  $ 453,645     $ 484,122     $ 334,251     $ (818,373 )   $ 453,645  
     
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
                                       
       
Equity in income of subsidiaries
    (487,834 )     (33,310 )     (297,229 )     818,373        
       
Amortization and depreciation
          36,542       2,709             39,251  
       
Stock based compensation expense
    10,387                         10,387  
       
Deferred income taxes
    39,235                         39,235  
       
Other, net
    1,042       (3,410 )     (7,386 )           (9,754 )
       
Increase (decrease) in cash due to:
                                       
       
Inventories
          (465,051 )     (51,128 )           (516,179 )
       
Residential mortgage loans available-for-sale
                (164,878 )           (164,878 )
       
Other assets
    (926 )     39,254       (13,338 )           24,990  
       
Accounts payable, accrued and other liabilities
    (6,359 )     157,754       45,457             196,852  
       
Income taxes
    (52,405 )     122,421       5,229             75,245  
 
 
   
     
     
     
     
 
Net cash provided by (used in) operating activities
    (43,215 )     338,322       (146,313 )           148,794  
 
 
   
     
     
     
     
 
   
Dividends received from subsidiaries
    232,000       23,500             (255,500 )      
   
Investment in subsidiaries
    (1,228,780 )     (1,331 )           1,230,111        
   
Advances (to) from affiliates
    1,844,046       248,458       33,946       (2,126,450 )      
   
Proceeds from sale of fixed assets
          45,502       (304 )           45,198  
   
Capital expenditures
          (18,863 )     (4,837 )           (23,700 )
 
 
   
     
     
     
     
 
Net cash provided by (used in) investing activities
    847,266       297,266       28,805       (1,151,839 )     21,498  
 
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2002
($000’s omitted)

                                           
      Unconsolidated                
     
               
      Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
      Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
     
 
 
 
Cash flows from financing activities:
                                       
 
Payment of senior notes and subordinated notes
  $ (1,437 )   $ (106,139 )   $     $     $ (107,576 )
 
Proceeds from borrowings
    298,707       132,599       147,011             578,317  
 
Repayment of borrowings
    (110,000 )           (7,256 )           (117,256 )
 
Capital contributions from parent
          1,196,038       34,073       (1,230,111 )      
 
Advances (to) from affiliates
    (1,027,422 )     (1,118,634 )     19,606       2,126,450        
 
Issuance of common stock
    34,597                         34,597  
 
Stock repurchases
    (4,344 )                       (4,344 )
 
Dividends paid
    (9,773 )     (232,000 )     (23,500 )     255,500       (9,773 )
 
 
   
     
     
     
     
 
Net cash provided by (used in) financing activities
    (819,672 )     (128,136 )     169,934       1,151,839       373,965  
 
 
   
     
     
     
     
 
Effect of exchange rate changes on cash and cash equivalents
                (3,233 )           (3,233 )
Net increase (decrease) in cash and equivalents
    (15,621 )     507,452       49,193             541,024  
Cash and equivalents at beginning of year
    15,621       33,643       22,880             72,144  
 
 
   
     
     
     
     
 
Cash and equivalents at end of year
  $     $ 541,095     $ 72,073     $     $ 613,168  
 
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2001
($000’s omitted)

                                                 
            Unconsolidated                
           
               
            Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
            Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
           
 
 
 
 
Cash flows from operating activities:
                                       
 
Net income
  $ 301,393     $ 334,859     $ 264,789     $ (599,648 )   $ 301,393  
   
Adjustments to reconcile net income to net cash flows used in operating activities:
                                       
     
Equity in income of subsidiaries
    (329,151 )     (16,599 )     (253,898 )     599,648        
     
Amortization and depreciation
          31,026       1,358             32,384  
     
Stock based compensation expense
    1,699       (1,385 )                 314  
     
Deferred income taxes
    (8,176 )                       (8,176 )
     
Other, net
    746       173       (934 )           (15 )
     
Increase (decrease) in cash due to:
                                       
       
Inventories
          (622,835 )     (23,755 )           (646,590 )
       
Residential mortgage loans available-for-sale
                (157,325 )           (157,325 )
       
Other assets
    (12,233 )     74,203       (36,684 )           25,286  
       
Accounts payable, accrued and other liabilities
    7,354       (25,864 )     19,881             1,371  
       
Income taxes
    (26,594 )     67,523       3,742             44,671  
 
 
   
     
     
     
     
 
Net cash used in operating activities
    (64,962 )     (158,899 )     (182,826 )           (406,687 )
 
 
   
     
     
     
     
 
Cash flows from investing activities:
                                       
 
Cash paid for acquisitions, net of cash acquired
    (10,963 )     22,607                   11,644  
 
Dividends received from subsidiaries
    200,000       1,000       200,000       (401,000 )      
 
Investment in subsidiaries
    (24,250 )     (994 )           25,244        
 
Advances to affiliates
    (899,170 )     (915,963 )     (34,590 )     1,849,723        
 
Proceeds from sale of fixed assets
          18,115                   18,115  
 
Capital expenditures
          (27,091 )     (3,105 )           (30,196 )
 
Other, net
                1,285             1,285  
 
 
   
     
     
     
     
 
Net cash provided by (used in) investing activities
    (734,383 )     (902,326 )     163,590       1,473,967       848  
 
 
   
     
     
     
     
 

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PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.   Supplemental Guarantor information (continued)

CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2001
($000’s omitted)

                                           
      Unconsolidated                
     
               
      Pulte   Guarantor   Non-Guarantor   Eliminating   Consolidated
      Homes, Inc.   Subsidiaries   Subsidiaries   Entries   Pulte Homes, Inc.
     
 
 
 
 
Cash flows from financing activities:
                                       
 
Payment of senior notes and subordinated notes
  $     $ (356,391 )   $ (7,000 )   $     $ (363,391 )
 
Proceeds from borrowings
    804,248       797       175,261             980,306  
 
Repayment of borrowings
          (320,167 )     (5,547 )           (325,714 )
 
Capital contributions from parent
          24,250       994       (25,244 )      
 
Advances from affiliates
    5,291       1,812,519       31,913       (1,849,723 )      
 
Issuance of common stock
    13,537                         13,537  
 
Dividends paid
    (8,110 )     (200,000 )     (201,000 )     401,000       (8,110 )
 
 
   
     
     
     
     
 
Net cash provided by (used in) financing activities
    814,966       961,008       (5,379 )     (1,473,967 )     296,628  
 
 
   
     
     
     
     
 
Effect of exchange rate changes on cash and cash equivalents
                (2,630 )           (2,630 )
Net increase (decrease) in cash and equivalents
    15,621       (100,217 )     (27,245 )           (111,841 )
Cash and equivalents at beginning of year
          133,860       50,125             183,985  
 
 
   
     
     
     
     
 
Cash and equivalents at end of year
  $ 15,621     $ 33,643     $ 22,880     $     $ 72,144  
 
 
   
     
     
     
     
 

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REPORT OF MANAGEMENT

We, the management of Pulte Homes, Inc., are responsible for the integrity and objectivity of the accompanying consolidated financial statements and related information. The statements were prepared in accordance with accounting principles generally accepted in the United States, and, as such, include amounts that are based on our best judgments and estimates.

We maintain a system of internal accounting and disclosure controls designed to provide reasonable assurance that assets are safeguarded and that transactions and events are recorded properly and that accounting records may be relied upon for the preparation of the consolidated financial statements and other financial information. While the Company is organized on the principle of decentralized management, appropriate control measures are also evidenced by well-defined organizational responsibilities, management selection, development and evaluation processes, communication techniques, financial planning and reporting systems and formalized procedures. In addition, internal auditors monitor the operation of our internal control system and report findings and recommendations to management and the Audit Committee, and corrective actions are taken to remedy deficiencies if and when they are identified.

Ernst & Young LLP, independent auditors, is engaged to audit our consolidated financial statements. Ernst & Young LLP maintains an understanding of our internal controls and conducts such tests and other auditing procedures considered necessary in the circumstances to express their opinion on our consolidated financial statements in the report that follows.

Our Audit Committee of the Board of Directors is composed solely of independent directors with the financial knowledge and experience to provide oversight. We review internal control matters and key accounting and financial reporting issues with the Audit Committee on a regular basis. In addition, the independent auditors, management and internal auditors regularly meet in private sessions with our Audit Committee to discuss the results of their work including observations on the adequacy of internal financial controls, the quality of financial reporting, confirm that they are properly discharging their responsibilities and other relevant matters.

We are committed to providing timely, accurate and understandable information to our shareholders.

     
/s/ Richard J. Dugas, Jr.   /s/ Roger A. Cregg

 
Richard J. Dugas, Jr.
President and
Chief Executive Officer
  Roger A. Cregg
Executive Vice President and
Chief Financial Officer
 
/s/ Vincent J. Frees    

   
Vincent J. Frees
Vice President and
Controller
   

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Pulte Homes, Inc.

We have audited the accompanying consolidated balance sheets of Pulte Homes, Inc. as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pulte Homes, Inc. at December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States.

As discussed in Note 1 to the consolidated financial statements, the Company changed in 2003 its method of accounting for stock options and in 2002 its method of accounting for goodwill.

/s/ Ernst & Young LLP


Detroit, Michigan
January 23, 2004

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PULTE HOMES, INC.
UNAUDITED QUARTERLY INFORMATION
(000’s omitted, except per share data)

                                             
        1st   2nd   3rd   4th        
        Quarter   Quarter   Quarter   Quarter   Total
       
 
 
 
 
2003
                                       
Homebuilding:
                                       
Revenues
  $ 1,523,439     $ 1,925,711     $ 2,373,364     $ 3,107,284     $ 8,929,798  
Income before income taxes
    137,412       198,021       263,885       402,843       1,002,161  
Financial Services:
                                       
Revenues
  $ 27,596     $ 31,774     $ 25,851     $ 30,626     $ 115,847  
Income before income taxes
    17,116       20,858       13,381       17,491       68,846  
Corporate:
                                       
Revenues
  $ 1,555     $ 700     $ 588     $ 438     $ 3,281  
Loss before income taxes
    (15,369 )     (22,046 )     (17,601 )     (20,335 )     (75,351 )
Consolidated results:
                                       
Revenues
  $ 1,552,590     $ 1,958,185     $ 2,399,803     $ 3,138,348     $ 9,048,926  
Income from continuing operations before income taxes
    139,159       196,833       259,665       399,999       995,656  
Income taxes
    52,858       74,833       98,630       152,013       378,334  
Income from continuing operations
    86,301       122,000       161,035       247,986       617,322  
Income (loss) from discontinued operations
    (164 )     (283 )     7,851       (92 )     7,312  
Net income
  $ 86,137     $ 121,717     $ 168,886     $ 247,894     $ 624,634  
Per share data (a):
                                       
 
Basic:
                                       
   
Income from continuing operations
  $ .71     $ 1.00     $ 1.32     $ 2.01     $ 5.05  
   
Income (loss) from discontinued operations
                .06             .06  
   
Net income
  $ .71     $ 1.00     $ 1.38     $ 2.01     $ 5.11  
   
Weighted-average common shares outstanding
    121,426       121,506       122,248       123,444       122,162  
 
Assuming dilution:
                                       
   
Income from continuing operations
  $ .70     $ .98     $ 1.28     $ 1.95     $ 4.91  
   
Income (loss) from discontinued operations
                .06             .06  
   
Net income
  $ .69     $ .97     $ 1.34     $ 1.94     $ 4.97  
   
Adjusted weighted-average common shares and effect of dilutive securities
    124,078       124,994       125,777       127,463       125,730  

(a)   All share and per share amounts have been restated to retroactively reflect the two-for-one stock split announced on December 11, 2003 and effected January 2, 2004.

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PULTE HOMES, INC.
UNAUDITED QUARTERLY INFORMATION
(000’s omitted, except per share data)

                                             
        1st   2nd   3rd   4th        
        Quarter   Quarter   Quarter   Quarter   Total
       
 
 
 
 
2002
                                       
Homebuilding:
                                       
Revenues
  $ 1,355,605     $ 1,661,670     $ 1,831,317     $ 2,515,397     $ 7,363,989  
Income before income taxes
    115,334       146,522       180,180       282,031       724,067  
Financial Services:
                                       
Revenues
  $ 23,024     $ 23,842     $ 27,836     $ 31,926     $ 106,628  
Income before income taxes
    12,254       16,162       19,168       19,139       66,723  
Corporate:
                                       
Revenues
  $ 112     $ 51     $ 353     $ 686     $ 1,202  
Loss before income taxes
    (15,054 )     (14,462 )     (13,254 )     (19,198 )     (61,968 )
Consolidated results:
                                       
Revenues
  $ 1,378,741     $ 1,685,563     $ 1,859,506     $ 2,548,009     $ 7,471,819  
Income from continuing operations before income taxes
    112,534       148,222       186,094       281,972       728,822  
Income taxes
    43,894       57,814       72,585       109,928       284,221  
Income from continuing operations
    68,640       90,408       113,509       172,044       444,601  
Income (loss) from discontinued operations
    (528 )     (205 )     9,937       (160 )     9,044  
Net income
  $ 68,112     $ 90,203     $ 123,446     $ 171,884     $ 453,645  
Per share data (a):
                                       
 
Basic:
                                       
   
Income from continuing operations
  $ .57     $ .75     $ .93     $ 1.42     $ 3.68  
   
Income (loss) from discontinued operations
                .08             .07  
   
Net income
  $ .57     $ .75     $ 1.02     $ 1.41     $ 3.75  
   
Weighted-average common shares outstanding
    119,726       121,001       121,584       121,552       120,906  
 
Assuming dilution:
                                       
   
Income from continuing operations
  $ .56     $ .72     $ .92     $ 1.39     $ 3.60  
   
Income (loss) from discontinued operations
                .08             .07  
   
Net income
  $ .55     $ .72     $ 1.00     $ 1.39     $ 3.67  
   
Adjusted weighted-average common shares and effect of dilutive securities
    122,944       124,718       123,900       123,649       123,492  

(a)   All share and per share amounts have been restated to retroactively reflect the two-for-one stock split announced on December 11, 2003 and effected January 2, 2004.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     This Item is not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

     Management, including our President & Chief Executive Officer and Executive Vice President & Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2003. Based upon, and as of the date of that evaluation, our President & Chief Executive Officer and Executive Vice President & Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.

     There has been no change in our internal control over financial reporting during the quarter ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information required by this Item with respect to our executive officers is set forth in Item 4A. Information required by this Item with respect to members of our Board of Directors is contained in the Proxy Statement for the 2004 Annual Meeting of Shareholders (2004 Proxy Statement) under the caption “Election of Directors” and under the caption “Board of Directors,” incorporated herein by this reference. Information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is contained in the 2004 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” incorporated herein by this reference. Information required by this Item with respect to our code of ethics is contained in the 2004 Proxy Statement under the caption “Code of Ethics / Business Practices Policy,” incorporated herein by this reference.

ITEM 11. EXECUTIVE COMPENSATION

     Information required by this Item is contained in the 2004 Proxy Statement under the caption “Compensation of Named Executive Officers” incorporated herein by this reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The following table provides information as of December 31, 2003, with respect to our shares of common stock that may be issued under our existing equity compensation plans:

                         
                    Number of Common Shares
                    Remaining Available for
    Number of Common           Future Issuance Under Equity
    Shares to be Issued   Weighted-Average   Compensation Shares
    Upon Exercise of   Exercise Price of   (excluding Common Shares
    Outstanding Options   Outstanding Options   Reflected in Column (a))
Plan Category   (a)   (b)   (c)

 
 
 
Equity compensation plans approved by stockholders     10,776,764     $ 23.38       3,123,350  
Equity compensation plans not approved by stockholders                  
     
     
     
 
Total     10,776,764     $ 23.38       3,123,350  
     
     
     
 

     All other Information required by this Item is contained in the 2004 Proxy Statement under the caption “Beneficial Ownership of Significant Shareholders,” under the caption “Election of Directors” and under the caption “Board of Directors,” incorporated herein by this reference.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information required by this Item is contained in the 2004 Proxy Statement under the caption “Compensation of Named Executive Officers” incorporated herein by this reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     Information required by this Item is contained in the 2004 Proxy Statement under the captions “Approval Policies for Services Provided by the Independent Auditors” and “Other Important Committee Activities” incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     The following documents are filed as part of this Annual Report on Form 10-K.

(a)   Financial Statements and Schedules

  (1)   Financial Statements

         
    Page Herein
   
Consolidated Balance Sheets at December 31, 2003 and 2002
    26  
Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001
    27  
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2003, 2002 and 2001
    28  
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
    29  
Notes to Consolidated Financial Statements
    30  

     All schedules are omitted since the required information is not present, is not present in amounts sufficient to require submission of the schedule or because the required information is included in the financial statements or notes thereto.

  (2)   Exhibits

         
Exhibit Number and Description
(2) and
(10)
  (a)   Plan and Agreement of merger dated as of April 30, 2001, among Del Webb Corporation, Pulte Corporation and Pulte Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 to our Registration Statement on Form S-4, Registration No. 33-62518).
         
(3)   (a)   Articles of Incorporation, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4, Registration No. 33-62518).
         
    (b)   By-laws, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3(b) to our Annual Report on 10-K for the year ended December 31, 2002).
         
(4)   (a)   Senior Note Indenture dated as of December 31, 1993, among Pulte Corporation, certain of its subsidiaries, as Guarantors, and NationsBank of Georgia, National Association, as Trustee, including Form of Senior Guarantee, covering Pulte Corporation’s 8.375% unsecured senior notes due 2004 ($112,000,000 aggregate principal amount outstanding). (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3, Registration No. 33-71742).
         
    (b)   Senior Note Indenture dated as of October 24, 1995, among Pulte Corporation, certain of its subsidiaries, as Guarantors, and The First National Bank of Chicago, as Trustee, covering Pulte Corporation’s 7.3% unsecured senior notes due 2005 ($125,000,000 aggregate principal amount outstanding) and 7.625% unsecured senior notes due 2017 ($150,000,000 aggregate principal amount outstanding). (Incorporated by reference to Exhibit (c) 1 to our Current Report on Form 8-K dated October 20, 1995).

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Exhibit Number and Description
(4)   (c)   Indenture Supplement dated as of August 27, 1997, among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated October 6, 1997).
         
    (d)   Indenture Supplement dated August 27, 1997, among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated October 6, 1997).
         
    (e)   Indenture Supplement dated as of March 20, 1998, among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 24, 1998).
         
    (f)   Indenture Supplement dated as of March 20, 1998, among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 24, 1998).
         
    (g)   Indenture Supplement dated January 31, 1999, among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 3, 1999).
         
    (h)   Indenture Supplement dated January 31, 1999, among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 3, 1999).
         
    (i)   Indenture Supplement dated April 3, 2000, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (j)   Indenture Supplement dated February 21, 2001, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (k)   Indenture Supplement dated July 31, 2001, among Pulte Homes, Inc., the Bank of New York and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.13 to our Registration Statement on Form S-4, Registration No. 33-70786).
         
    (l)   Indenture Supplement dated August 6, 2001, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-4, Registration No. 33-70786).
         
    (m)   Indenture Supplement dated June 12, 2002, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (n)   Indenture Supplement dated February 3, 2003, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (o)   Indenture Supplement dated May 22, 2003, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)

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Exhibit Number and Description
(4)   (p)   Indenture Supplement dated January 16, 2004, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (q)   Registration Rights Agreement dated August 6, 2001, among Pulte Homes, Inc. and Solomon Smith Barney, Inc. as the Initial Purchaser Representative. (Incorporated by reference to Exhibit 4.23 to our Registration Statement on Form S-4, Registration No. 33-70786).
         
    (r)   Form of Pulte Homes, Inc. Guarantee Agreement. (Incorporated by reference to Exhibit 4.32 to our Registration Statement on Form S-3, Registration No. 333-86806).
         
(10)   (a)   1990 Stock Incentive Plan for Key Employees (Filed with the Proxy Statement dated April 3, 1990 and as an exhibit to the Registrant’s Registration Statement on Form S-8, Registration No. 33-40102).
         
    (b)   1994 Stock Incentive Plan for Key Employees (Incorporated by reference to our Proxy Statement dated March 31, 1994, and an exhibit to our Registration Statement on Form S-8, Registration No. 33-98944).
         
    (c)   1995 Stock Incentive Plan for Key Employees. (Incorporated by reference to our Proxy Statement dated March 31, 1995, and an exhibit to our Registration Statement on Form S-8, Registration No. 33-99218).
         
    (d)   1997 Stock Plan for Nonemployee Directors. (Filed with Proxy Statement on March 27, 1998 and as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (Registration No. 33-51019).
         
    (e)   Credit Agreement among Pulte Homes, Inc. as Borrower, the Lenders Identified Herein, and Bank One, NA, as Administrative Agent, dated as of October 1, 2003. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (f)   Intercreditor and Subordination Agreement, dated October 1, 2003, among Asset Seven Corp., Pulte Realty Corporation, certain subsidiaries of Pulte Homes, Inc., Bank One, NA, as Administrative Agent, and Bank One Trust Company, National Association, as Trustee. (Filed herewith)
         
    (g)   Long Term Incentive Plan. (Incorporated by reference to our Proxy Statement dated March 31, 2000).
         
    (h)   Employment Separation Agreement and Release of all Liability, dated May 11, 2001, between Pulte Corporation and Robert K. Burgess. (Incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-4, Registration No. 33-62518).
         
    (i)   Pulte Corporation 2000 Stock Plan for Nonemployee Directors. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8, Registration No. 33-66286).
         
    (j)   Pulte Corporation 2000 Incentive Plan for Key Employees. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8, Registration No. 33-66284).
         
    (k)   Pulte Homes, Inc. 2002 Stock Incentive Plan. (Incorporated by reference to our Proxy Statement dated April 15, 2002).
         
    (l)   Del Webb Corporation Director Stock Plan. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8, Registration No. 33-66322).
         
    (m)   Del Webb Corporation 1993 Executive Long-Term Incentive Plan. (Incorporated by reference to Exhibit 4.7 to our Registration Statement on Form S-8, Registration No. 33-66322).
         
    (n)   Del Webb Corporation 1995 Director Stock Plan. (Incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-8, Registration No. 33-66322).

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Exhibit Number and Description
(10)   (o)   Del Webb Corporation 1995 Executive Long-Term Incentive Plan. (Incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-8, Registration No. 33-66322).
         
    (p)   Employment Separation Agreement and Release of Liability, dated January 17, 2003, between Pulte Homes, Inc. and Michael A. O’Brien. (Incorporated by reference to Exhibit 3(b) to our Annual Report on Form 10-K for the year ended December 31, 2002).
         
    (q)   Employment Separation Agreement and Release of All Liability, dated as of May 13, 2003, between Pulte Homes, Inc. and Mark J. O’Brien. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (r)   Master Repurchase Agreement, dated as of December 22, 2000, between Pulte Mortgage Corporation and Pulte Funding, Inc. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (s)   Amended and Restated Addendum to Master Repurchase Agreement, dated as of August 23, 2002, between Pulte Mortgage Corporation and Pulte Funding, Inc. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (t)   Amended and Restated Loan Agreement, dated as of August 23, 2002, by and among Pulte Funding, Inc., Atlantic Asset Securitization Corp., Jupiter Securitization Corporation, Credit Lyonnais New York Branch, Bank One, NA (Main Office Chicago), Lloyds TSB Bank PLC and Pulte Mortgage Corporation. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (u)   Amended and Restated Collateral Agency Agreement, dated as of August 23, 2002, by and among Pulte Funding, Inc., Credit Lyonnais New York Branch and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (v)   Omnibus Amendment, dated as of December 31, 2002, by and among Pulte Funding, Inc., Pulte Mortgage Corporation, Pulte Homes, Inc., Atlantic Asset Securitization Corp., Credit Lyonnais New York Branch, Lloyds TSB Bank PLC, Bank One, NA (Main Office Chicago), Jupiter Securitization Corporation and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (w)   Second Omnibus Amendment, dated as of August 25, 2003, by and among Pulte Funding, Inc., Pulte Mortgage Corporation, Credit Lyonnais New York Branch, Atlantic Asset Securitization Corp., Bank One, NA (Main Office Chicago), Jupiter Securitization Corporation, Lloyds TSB Bank PLC and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (x)   Third Omnibus Amendment, dated as of September 30, 2003, by and among Pulte Funding, Inc., Pulte Mortgage LLC, Atlantic Asset Securitization Corp., Credit Lyonnais New York Branch, Lloyds TSB Bank PLC, Bank One, NA (Main Office Chicago), Jupiter Securitization Corporation and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (y)   Fourth Amended and Restated Revolving Credit Agreement, dated as of March 31, 2003, among Pulte Mortgage LLC, as the Borrower, the banks identified on the signature pages hereof, as the Lenders, and Bank One, NA, as administrative agent for the Lenders. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (z)   First Amendment to Credit Agreement, made as of July 31, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Increasing Lender, and Bank One, NA, as Agent. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

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Exhibit Number and Description
(10)   (aa)   Second Amendment to Credit Agreement, made as of October 6, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Agent, and Bank One, NA, Bank of America, N.A. and Credit Lyonnais New York Branch, as the Supplemental Lenders. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (ab)   Third Amendment to Credit Agreement, made as of October 27, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Agent and Washington Mutual Bank, FA and National City Bank of Kentucky, as the Supplemental Lenders. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (ac)   Third Amended and Restated Security and Collateral Agency Agreement, dated as of March 31, 2003, by and among Pulte Mortgage LLC, Bank One, NA and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 ).
         
    (ad)   Fourth Amendment to Credit Agreement, made as of November 7, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Agent and LaSalle Bank National Association, as Supplemental Lender. (Filed herewith)
         
(21)       Subsidiaries of the Registrant. (Filed herewith)
         
(23)       Consent of Independent Auditors. (Filed herewith)
         
(31)   (a)   Rule 13a-14(a) Certification by Richard J. Dugas, Jr., President and Chief Executive Officer (Filed herewith)
         
    (b)   Rule 13a-14(a) Certification by Roger A. Cregg, Executive Vice President and Chief Financial Officer (Filed herewith)
         
(32)   (a)   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)
         
    (b)   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)
         
(99)   (a)   Settlement and Termination Agreement, dated October 12, 2001, between Federal Deposit Insurance Corporation, as Manager of the FSLIC Resolution Fund; First Heights Bank, a Federal Savings Bank; Pulte Diversified Companies, Inc.; and Pulte Homes, Inc. f/k/a Pulte Corporation. (Incorporated by reference to Exhibit 99(a) to our Annual Report on Form 10-K for the year ended December 31, 2001).

(b)   Reports on Form 8-K

     On November 20, 2003, we filed a Current Report on Form 8-K, which included a press release dated the same day, announcing the redemption of Del Webb Corporation Senior Subordinated Debentures.

     On December 15, 2003, we filed a Current Report on Form 8-K, which included a press release dated the same day, announcing the Board’s approval of a two-for-one stock split.

     On January 9, 2004, we filed a Current Report on Form 8-K, which included a press release dated the same day, announcing net new home orders for the three months and the year ended December 31, 2003.

     On January 28, 2004, we furnished a Current Report on Form 8-K, reporting the information required by Item 12 in connection with our press release dated January 28, 2004, announcing our earnings for the year ended December 31, 2003. No financial statements were filed, although we furnished the financial information included in the press release with the Form 8-K.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

PULTE HOMES, INC.
(Registrant)

       
February 27, 2004 /s/ Roger A. Cregg   /s/ Vincent J. Frees
 
 
  Roger A. Cregg
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
  Vincent J. Frees
Vice President and Controller
(Principal Accounting Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capabilities and on the dates indicated:

         
Signature   Title   Date

 
 
 
/s/ William J. Pulte

William J. Pulte
  Chairman of the Board of Directors   February 27, 2004
         
/s/ Richard J. Dugas, Jr.   President, Chief Executive Officer
and Member of the Board of Directors
(Principal Executive Officer)
  February 27, 2004

Richard J. Dugas, Jr.
       
 
         
 
/s/ D. Kent Anderson

D. Kent Anderson
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ Debra Kelly-Ennis

Debra Kelly-Ennis
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ David N. McCammon

David N. McCammon
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ Bernard W. Reznicek

Bernard W. Reznicek
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ Michael E. Rossi

Michael E. Rossi
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ Alan E. Schwartz

Alan E. Schwartz
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ Francis J. Sehn

Francis J. Sehn
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ John J. Shea

John J. Shea
  Member of Board of Directors   February 27, 2004
 
         
 
/s/ William B. Smith

William B. Smith
  Member of Board of Directors   February 27, 2004

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Table of Contents

EXHIBIT INDEX

         
Exhibit Number and Description

(2) and
(10)
  (a)   Plan and Agreement of merger dated as of April 30, 2001, among Del Webb Corporation, Pulte Corporation and Pulte Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 to our Registration Statement on Form S-4, Registration No. 33-62518).
         
(3)   (a)   Articles of Incorporation, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4, Registration No. 33-62518).
         
    (b)   By-laws, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3(b) to our Annual Report on 10-K for the year ended December 31, 2002).
         
(4)   (a)   Senior Note Indenture dated as of December 31, 1993, among Pulte Corporation, certain of its subsidiaries, as Guarantors, and NationsBank of Georgia, National Association, as Trustee, including Form of Senior Guarantee, covering Pulte Corporation’s 8.375% unsecured senior notes due 2004 ($112,000,000 aggregate principal amount outstanding). (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3, Registration No. 33-71742).
         
    (b)   Senior Note Indenture dated as of October 24, 1995, among Pulte Corporation, certain of its subsidiaries, as Guarantors, and The First National Bank of Chicago, as Trustee, covering Pulte Corporation’s 7.3% unsecured senior notes due 2005 ($125,000,000 aggregate principal amount outstanding) and 7.625% unsecured senior notes due 2017 ($150,000,000 aggregate principal amount outstanding). (Incorporated by reference to Exhibit (c) 1 to our Current Report on Form 8-K dated October 20, 1995).

 


Table of Contents

         
Exhibit Number and Description

(4)   (c)   Indenture Supplement dated as of August 27, 1997, among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated October 6, 1997).
         
    (d)   Indenture Supplement dated August 27, 1997, among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated October 6, 1997).
         
    (e)   Indenture Supplement dated as of March 20, 1998, among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 24, 1998).
         
    (f)   Indenture Supplement dated as of March 20, 1998, among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 24, 1998).
         
    (g)   Indenture Supplement dated January 31, 1999, among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 3, 1999).
         
    (h)   Indenture Supplement dated January 31, 1999, among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 3, 1999).
         
    (i)   Indenture Supplement dated April 3, 2000, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (j)   Indenture Supplement dated February 21, 2001, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (k)   Indenture Supplement dated July 31, 2001, among Pulte Homes, Inc., the Bank of New York and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.13 to our Registration Statement on Form S-4, Registration No. 33-70786).
         
    (l)   Indenture Supplement dated August 6, 2001, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-4, Registration No. 33-70786).
         
    (m)   Indenture Supplement dated June 12, 2002, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (n)   Indenture Supplement dated February 3, 2003, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (o)   Indenture Supplement dated May 22, 2003, among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)

 


Table of Contents

         
Exhibit Number and Description

(4)   (p)   Indenture Supplement dated January 16, 2004, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Filed herewith)
         
    (q)   Registration Rights Agreement dated August 6, 2001, among Pulte Homes, Inc. and Solomon Smith Barney, Inc. as the Initial Purchaser Representative. (Incorporated by reference to Exhibit 4.23 to our Registration Statement on Form S-4, Registration No. 33-70786).
         
    (r)   Form of Pulte Homes, Inc. Guarantee Agreement. (Incorporated by reference to Exhibit 4.32 to our Registration Statement on Form S-3, Registration No. 333-86806).
         
(10)   (a)   1990 Stock Incentive Plan for Key Employees (Filed with the Proxy Statement dated April 3, 1990 and as an exhibit to the Registrant’s Registration Statement on Form S-8, Registration No. 33-40102).
         
    (b)   1994 Stock Incentive Plan for Key Employees (Incorporated by reference to our Proxy Statement dated March 31, 1994, and an exhibit to our Registration Statement on Form S-8, Registration No. 33-98944).
         
    (c)   1995 Stock Incentive Plan for Key Employees. (Incorporated by reference to our Proxy Statement dated March 31, 1995, and an exhibit to our Registration Statement on Form S-8, Registration No. 33-99218).
         
    (d)   1997 Stock Plan for Nonemployee Directors. (Incorporated by reference to our Proxy Statement dated March 27, 1998 and an exhibit to our Registration Statement on Form S-8, Registration No. 33-51019).
         
    (e)   Credit Agreement among Pulte Homes, Inc. as Borrower, the Lenders Identified Herein, and Bank One, NA, as Administrative Agent, dated as of October 1, 2003. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (f)   Intercreditor and Subordination Agreement, dated October 1, 2003, among Asset Seven Corp., Pulte Realty Corporation, certain subsidiaries of Pulte Homes, Inc., Bank One, NA, as Administrative Agent, and Bank One Trust Company, National Association, as Trustee. (Filed herewith)
         
    (g)   Long Term Incentive Plan. (Incorporated by reference to our Proxy Statement dated March 31, 2000).
         
    (h)   Employment Separation Agreement and Release of all Liability, dated May 11, 2001, between Pulte Corporation and Robert K. Burgess. (Incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-4, Registration No. 33-62518).
         
    (i)   Pulte Corporation 2000 Stock Plan for Nonemployee Directors. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8, Registration No. 33-66286).
         
    (j)   Pulte Corporation 2000 Incentive Plan for Key Employees. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8, Registration No. 33-66284).
         
    (k)   Pulte Homes, Inc. 2002 Stock Incentive Plan. (Incorporated by reference to our Proxy Statement dated April 15, 2002).
         
    (l)   Del Webb Corporation Director Stock Plan. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8, Registration No. 33-66322).
         
    (m)   Del Webb Corporation 1993 Executive Long-Term Incentive Plan. (Incorporated by reference to Exhibit 4.7 to our Registration Statement on Form S-8, Registration No. 33-66322).
         
    (n)   Del Webb Corporation 1995 Director Stock Plan. (Incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-8, Registration No. 33-66322).

 


Table of Contents

         
Exhibit Number and Description

(10)   (o)   Del Webb Corporation 1995 Executive Long-Term Incentive Plan. (Incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-8, Registration No. 33-66322).
         
    (p)   Employment Separation Agreement and Release of Liability, dated January 17, 2003, between Pulte Homes, Inc. and Michael A. O’Brien. (Incorporated by reference to Exhibit 3(b) to our Annual Report on Form 10-K for the year ended December 31, 2002).
         
    (q)   Employment Separation Agreement and Release of All Liability, dated as of May 13, 2003, between Pulte Homes, Inc. and Mark J. O’Brien. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (r)   Master Repurchase Agreement, dated as of December 22, 2000, between Pulte Mortgage Corporation and Pulte Funding, Inc. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (s)   Amended and Restated Addendum to Master Repurchase Agreement, dated as of August 23, 2002, between Pulte Mortgage Corporation and Pulte Funding, Inc. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (t)   Amended and Restated Loan Agreement, dated as of August 23, 2002, by and among Pulte Funding, Inc., Atlantic Asset Securitization Corp., Jupiter Securitization Corporation, Credit Lyonnais New York Branch, Bank One, NA (Main Office Chicago), Lloyds TSB Bank PLC and Pulte Mortgage Corporation. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (u)   Amended and Restated Collateral Agency Agreement, dated as of August 23, 2002, by and among Pulte Funding, Inc., Credit Lyonnais New York Branch and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (v)   Omnibus Amendment, dated as of December 31, 2002, by and among Pulte Funding, Inc., Pulte Mortgage Corporation, Pulte Homes, Inc., Atlantic Asset Securitization Corp., Credit Lyonnais New York Branch, Lloyds TSB Bank PLC, Bank One, NA (Main Office Chicago), Jupiter Securitization Corporation and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (w)   Second Omnibus Amendment, dated as of August 25, 2003, by and among Pulte Funding, Inc., Pulte Mortgage Corporation, Credit Lyonnais New York Branch, Atlantic Asset Securitization Corp., Bank One, NA (Main Office Chicago), Jupiter Securitization Corporation, Lloyds TSB Bank PLC and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (x)   Third Omnibus Amendment, dated as of September 30, 2003, by and among Pulte Funding, Inc., Pulte Mortgage LLC, Atlantic Asset Securitization Corp., Credit Lyonnais New York Branch, Lloyds TSB Bank PLC, Bank One, NA (Main Office Chicago), Jupiter Securitization Corporation and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (y)   Fourth Amended and Restated Revolving Credit Agreement, dated as of March 31, 2003, among Pulte Mortgage LLC, as the Borrower, the banks identified on the signature pages hereof, as the Lenders, and Bank One, NA, as administrative agent for the Lenders. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (z)   First Amendment to Credit Agreement, made as of July 31, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Increasing Lender, and Bank One, NA, as Agent. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

 


Table of Contents

         
Exhibit Number and Description

(10)   (aa)   Second Amendment to Credit Agreement, made as of October 6, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Agent, and Bank One, NA, Bank of America, N.A. and Credit Lyonnais New York Branch, as the Supplemental Lenders. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (ab)   Third Amendment to Credit Agreement, made as of October 27, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Agent and Washington Mutual Bank, FA and National City Bank of Kentucky, as the Supplemental Lenders. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
         
    (ac)   Third Amended and Restated Security and Collateral Agency Agreement, dated as of March 31, 2003, by and among Pulte Mortgage LLC, Bank One, NA and LaSalle Bank National Association. (Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 ).
         
    (ad)   Fourth Amendment to Credit Agreement, made as of November 7, 2003, by and among Pulte Mortgage LLC, as the Borrower, Bank One, NA, as the Agent and LaSalle Bank National Association, as Supplemental Lender. (Filed herewith)
         
(21)       Subsidiaries of the Registrant. (Filed herewith)
         
(23)       Consent of Independent Auditors. (Filed herewith)
         
(32)   (a)   Rule 13a-14(a) Certification by Richard J. Dugas, Jr., President and Chief Executive Officer (Filed herewith)
         
    (b)   Rule 13a-14(a) Certification by Roger A. Cregg, Executive Vice President and Chief Financial Officer (Filed herewith)
         
    (c)   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)
         
    (d)   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)
         
(99)   (a)   Settlement and Termination Agreement, dated October 12, 2001, between Federal Deposit Insurance Corporation, as Manager of the FSLIC Resolution Fund; First Heights Bank, a Federal Savings Bank; Pulte Diversified Companies, Inc.; and Pulte Homes, Inc. f/k/a Pulte Corporation. (Incorporated by reference to Exhibit 99(a) to our Annual Report on Form 10-K for the year ended December 31, 2001).