12.

Supplemental Guarantor information

All of the Company's senior notes are guaranteed jointly and severally on a senior basis by each of the Company's wholly-owned Homebuilding subsidiaries and certain other wholly-owned subsidiaries (collectively, the "Guarantors"). Such guaranties are full and unconditional. Supplemental consolidating financial information of the Company, including such information for the Guarantors, is presented below. Investments in subsidiaries are presented using the equity method of accounting. 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, and the operations of, the combined groups.

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2011

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
ASSETS
Cash and equivalents	$	113,028		$	687,574	$	341,911		$	—		$	1,142,513
Restricted cash		89,385			6,895		17,016			—			113,296
Unfunded settlements		—			23,924		(7,395	)		—			16,529
House and land inventory		—			4,885,536		4,132			—			4,889,668
Land held for sale		—			134,563		—			—			134,563
Land, not owned, under option agreements		—			25,422		—			—			25,422
Residential mortgage loans available-for-sale		—			—		173,956			—			173,956
Securities purchased under agreements to resell		50,675			—		(50,675	)		—			—
Investments in unconsolidated entities		1,526			33,028		2,630			—			37,184
Intangible assets, net		—			165,623		—			—			165,623
Other assets		18,899			388,770		42,853			—			450,522
Income taxes receivable		79,378			—		—			—			79,378
Deferred income tax assets		(29,521	)		27		29,494			—			—
Investments in subsidiaries and intercompany accounts, net		5,253,557			5,974,930		5,900,490			(17,128,977	)		—

	$	5,576,927		$	12,326,292	$	6,454,412		$	(17,128,977	)	$	7,228,654

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits, accrued and other liabilities	$	96,969		$	1,036,746	$	614,981		$	—		$	1,748,696
Income tax liabilities		221,128			—		—			—			221,128
Senior notes		3,335,363			—		—			—			3,335,363

Total liabilities		3,653,460			1,036,746		614,981			—			5,305,187
Total shareholders' equity		1,923,467			11,289,546		5,839,431			(17,128,977	)		1,923,467

	$	5,576,927		$	12,326,292	$	6,454,412		$	(17,128,977	)	$	7,228,654

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2010

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
ASSETS
Cash and equivalents	$	10,000		$	1,089,439	$	371,186		$	—		$	1,470,625
Restricted cash		—			3,927		20,674			—			24,601
Unfunded settlements		—			17,184		(4,419	)		—			12,765
House and land inventory		—			4,777,681		4,132			—			4,781,813
Land held for sale		—			71,055		—			—			71,055
Land, not owned, under option agreements		—			50,781		—			—			50,781
Residential mortgage loans available-for-sale		—			—		176,164			—			176,164
Securities purchased under agreements to resell		74,500			—		(74,500	)		—			—
Investments in unconsolidated entities		1,523			42,261		2,529			—			46,313
Goodwill		—			240,541		—			—			240,541
Intangible assets, net		—			175,448		—			—			175,448
Other assets		24,476			499,075		44,412			—			567,963
Income taxes receivable		81,307			—		—			—			81,307
Deferred income tax assets		(34,192	)		27		34,165			—			—
Investments in subsidiaries and intercompany accounts, net		5,749,695			5,783,384		6,265,591			(17,798,670	)		—

	$	5,907,309		$	12,750,803	$	6,839,934		$	(17,798,670	)	$	7,699,376

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits, accrued and other liabilities	$	86,066		$	1,166,805	$	625,262		$	—		$	1,878,133
Income tax liabilities		294,408			—		—			—			294,408
Senior notes		3,391,668			—		—			—			3,391,668

Total liabilities		3,772,142			1,166,805		625,262			—			5,564,209
Total shareholders' equity		2,135,167			11,583,998		6,214,672			(17,798,670	)		2,135,167

	$	5,907,309		$	12,750,803	$	6,839,934		$	(17,798,670	)	$	7,699,376

CONSOLIDATING STATEMENT OF OPERATIONS

For the three months ended September 30, 2011

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Revenues
Homebuilding
Home sale revenues	$	—		$	1,101,368		$	—		$	—	$	1,101,368
Land sale revenues		—			12,659			—			—		12,659

		—			1,114,027			—			—		1,114,027
Financial Services		—			328			27,576			—		27,904

		—			1,114,355			27,576			—		1,141,931

Homebuilding Cost of Revenues
Home sale cost of revenues		—			947,817			—			—		947,817
Land sale cost of revenues		—			(2,935	)		—			—		(2,935	)

		—			944,882			—			—		944,882
Financial Services expenses		90			58			19,101			—		19,249
Selling, general, and administrative expenses		6,720			114,573			317			—		121,610
Other expense (income), net		—			259,958			(771	)		—		259,187
Interest income		(79	)		(974	)		(69	)		—		(1,122	)
Interest expense		322			—			—			—		322
Intercompany interest		10,648			(7,215	)		(3,433	)		—		—
Equity in (earnings) loss of unconsolidated entities		(3	)		(791	)		1,097			—		303

Income (loss) before income taxes and equity in income (loss) of subsidiaries		(17,698	)		(196,136	)		11,334			—		(202,500	)
Income tax expense (benefit)		(2,546	)		(73,127	)		2,471			—		(73,202	)

Income (loss) before equity in income (loss) of subsidiaries		(15,152	)		(123,009	)		8,863			—		(129,298	)
Equity in income (loss) of subsidiaries		(114,146	)		9,781			(12,880	)		117,245		—

Net income (loss)	$	(129,298	)	$	(113,228	)	$	(4,017	)	$	117,245	$	(129,298	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2011

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Revenues
Homebuilding
Home sale revenues	$	—		$	2,783,602		$	—		$	—	$	2,783,602
Land sale revenues		—			19,023			—			—		19,023

		—			2,802,625			—			—		2,802,625
Financial Services		—			897			70,823			—		71,720

		—			2,803,522			70,823			—		2,874,345

Homebuilding Cost of Revenues
Home sale cost of revenues		—			2,422,525			—			—		2,422,525
Land sale cost of revenues		—			1,782			—			—		1,782

		—			2,424,307			—			—		2,424,307
Financial Services expenses		418			259			78,098			—		78,775
Selling, general, and administrative expenses		27,536			370,862			4,038			—		402,436
Other expense (income), net		3,537			273,450			(2,222	)		—		274,765
Interest income		(167	)		(3,277	)		(260	)		—		(3,704	)
Interest expense		990			—			—			—		990
Intercompany interest		32,051			(23,947	)		(8,104	)		—		—
Equity in (earnings) loss of unconsolidated entities		(4	)		(3,014	)		1,019			—		(1,999	)

Income (loss) before income taxes and equity in income (loss) of subsidiaries		(64,361	)		(235,118	)		(1,746	)		—		(301,225	)
Income tax expense (benefit)		(2,188	)		(76,810	)		1,982			—		(77,016	)

Income (loss) before equity in income (loss) of subsidiaries		(62,173	)		(158,308	)		(3,728	)		—		(224,209	)
Equity in income (loss) of subsidiaries		(162,036	)		(1,663	)		(134,112	)		297,811		—

Net income (loss)	$	(224,209	)	$	(159,971	)	$	(137,840	)	$	297,811	$	(224,209	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the three months ended September 30, 2010

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Revenues
Homebuilding
Home sale revenues	$	—		$	1,024,847		$	—		$	—	$	1,024,847
Land sale revenues		—			5,908			—			—		5,908

		—			1,030,755			—			—		1,030,755
Financial Services		—			610			26,399			—		27,009

		—			1,031,365			26,399			—		1,057,764

Homebuilding Cost of Revenues
Home sale cost of revenues		—			952,788			—			—		952,788
Land sale cost of revenues		—			4,849			—			—		4,849

		—			957,637			—			—		957,637
Financial Services expenses		193			221			23,036			—		23,450
Selling, general, and administrative expenses		17,321			228,512			179,810			—		425,643
Other expense (income), net		(256	)		674,102			(867	)		—		672,979
Interest income		—			(2,402	)		(199	)		—		(2,601	)
Interest expense		789			—			—			—		789
Intercompany interest		42,322			(42,366	)		44			—		—
Equity in (earnings) loss of unconsolidated entities		(2	)		2,492			1,214			—		3,704

Income (loss) before income taxes and equity in income (loss) of subsidiaries		(60,367	)		(786,831	)		(176,639	)		—		(1,023,837	)
Income tax expense (benefit)		61,119			(28,647	)		(61,193	)		—		(28,721	)

Income (loss) before equity in income (loss) of subsidiaries		(121,486	)		(758,184	)		(115,446	)		—		(995,116	)
Equity in income (loss) of subsidiaries		(873,630	)		1,320			(255,436	)		1,127,746		—

Net income (loss)	$	(995,116	)	$	(756,864	)	$	(370,882	)	$	1,127,746	$	(995,116	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the nine months ended September 30, 2010

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Revenues
Homebuilding
Home sale revenues	$	—		$	3,264,643		$	—		$	—	$	3,264,643
Land sale revenues		—			25,639			—			—		25,639

		—			3,290,282			—			—		3,290,282
Financial Services		—			2,629			91,109			—		93,738

		—			3,292,911			91,109			—		3,384,020

Homebuilding Cost of Revenues
Home sale cost of revenues		—			2,907,339			—			—		2,907,339
Land sale cost of revenues		—			16,410			—			—		16,410

		—			2,923,749			—			—		2,923,749
Financial Services expenses		564			(1,808	)		94,577			—		93,333
Selling, general, and administrative expenses		50,835			492,789			200,740			—		744,364
Other expense (income), net		(301	)		679,072			(4,999	)		—		673,772
Interest income		—			(7,248	)		(424	)		—		(7,672	)
Interest expense		2,289			—			—			—		2,289
Intercompany interest		126,229			(126,343	)		114			—		—
Equity in (earnings) loss of unconsolidated entities		(9	)		(2,898	)		1,163			—		(1,744	)

Income (loss) before income taxes and equity in income (loss) of subsidiaries		(179,607	)		(664,402	)		(200,062	)		—		(1,044,071	)
Income tax expense (benefit)		64,460			(112,572	)		(64,658	)		—		(112,770	)

Income (loss) before equity in income (loss) of subsidiaries		(244,067	)		(551,830	)		(135,404	)		—		(931,301	)
Equity in income (loss) of subsidiaries		(687,234	)		(4,109	)		(81,334	)		772,677		—

Net income (loss)	$	(931,301	)	$	(555,939	)	$	(216,738	)	$	772,677	$	(931,301	)

CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2011

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Net cash provided by (used in) operating activities	$	(22,639	)	$	(148,312	)	$	7,221		$	—	$	(163,730	)

Cash flows from investing activities:
Distributions from unconsolidated entities		—			4,388			—			—		4,388
Investments in unconsolidated entities		—			(3,749	)		—			—		(3,749	)
Change in restricted cash related to letters of credit		(89,385	)		—								(89,385	)
Net change in loans held for investment		—			—			449			—		449
Proceeds from the sale of fixed assets		—			9,449			—			—		9,449
Capital expenditures		—			(12,133	)		(3,029	)		—		(15,162	)

Net cash provided by (used in) investing activities		(89,385	)		(2,045	)		(2,580	)		—		(94,010	)

Cash flows from financing activities:
Repayments of other borrowings		(69,311	)		960			—			—		(68,351	)
Intercompany activities, net		286,384			(252,468	)		(33,916	)		—		—
Stock repurchases		(2,021	)		—			—			—		(2,021	)

Net cash provided by (used in) financing activities		215,052			(251,508	)		(33,916	)		—		(70,372	)

Net increase (decrease) in cash and equivalents		103,028			(401,865	)		(29,275	)		—		(328,112	)
Cash and equivalents at beginning of period		10,000			1,089,439			371,186			—		1,470,625

Cash and equivalents at end of period	$	113,028		$	687,574		$	341,911		$	—	$	1,142,513

CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2010

($000's omitted)


	Unconsolidated
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Net cash provided by (used in) operating activities	$	661,137		$	149,731		$	(12,282	)	$	—	$	798,586

Cash flows from investing activities:
Distributions from unconsolidated entities		—			3,893			—			—		3,893
Investments in unconsolidated entities		—			(21,398	)		(1,268	)		—		(22,666	)
Net change in loans held for investment		—			—			9,898			—		9,898
Proceeds from the sale of fixed assets		—			1,231			9			—		1,240
Capital expenditures		—			(10,197	)		(1,450	)		—		(11,647	)

Net cash provided by (used in) investing activities		—			(26,471	)		7,189			—		(19,282	)

Cash flows from financing activities:
Net borrowings under Financial Services credit arrangements		—			—			(18,394	)		—		(18,394	)
Repayment of other borrowings		—			(1,415	)		—			—		(1,415	)
Intercompany activities, net		(656,690	)		621,414			35,276			—		—
Issuance of common stock		8,668			—			—			—		8,668
Stock repurchases		(3,115	)		—			—			—		(3,115	)

Net cash provided by (used in) financing activities		(651,137	)		619,999			16,882			—		(14,256	)

Net increase (decrease) in cash and equivalents		10,000			743,259			11,789			—		765,048
Cash and equivalents at beginning of period		—			1,501,684			356,550			—		1,858,234

Cash and equivalents at end of period	$	10,000		$	2,244,943		$	368,339		$	—	$	2,623,282