Supplemental Guarantor information

All of our 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, 2012

($000’s omitted)



	Unconsolidated								Eliminating Entries			Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
ASSETS
Cash and equivalents	$	143,561		$	1,337,123	$	82,967		$	—		$	1,563,651
Restricted cash	57,103			4,958		14,669			—			76,730
House and land inventory	—			4,466,440		4,131			—			4,470,571
Land held for sale	—			129,523		—			—			129,523
Land, not owned, under option agreements	—			11,054		—			—			11,054
Residential mortgage loans available- for-sale	—			—		263,378			—			263,378
Securities purchased under agreements to resell	90			—		(90		)	—			—
Investments in unconsolidated entities	1,529			26,119		3,146			—			30,794
Income taxes receivable	28,282			—		—			—			28,282
Other assets	(5,196		)	352,877		66,393			—			414,074
Intangible assets	—			152,523		—			—			152,523
Investments in subsidiaries and intercompany accounts, net	5,184,122			6,408,166		6,262,289			(17,854,577		)	—
	$	5,409,491		$	12,888,783	$	6,696,883		$	(17,854,577	)	$	7,140,580
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits, accrued and other liabilities	$	85,328		$	1,362,632	$	265,457		$	—		$	1,713,417
Income tax liabilities	202,280			—		—			—			202,280
Financial Services debt	—			—		103,000			—			103,000
Senior notes	2,999,837			—		—			—			2,999,837
Total liabilities	3,287,445			1,362,632		368,457			—			5,018,534
Total shareholders’ equity	2,122,046			11,526,151		6,328,426			(17,854,577		)	2,122,046
	$	5,409,491		$	12,888,783	$	6,696,883		$	(17,854,577	)	$	7,140,580

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2011

($000’s omitted)



	Unconsolidated							Eliminating Entries			Consolidated PulteGroup, Inc.
	PulteGroup, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated PulteGroup, Inc.
ASSETS
Cash and equivalents	$	119,287	$	875,561	$	88,223		$	—		$	1,083,071
Restricted cash	83,199		3,255		15,406			—			101,860
House and land inventory	—		4,632,337		4,131			—			4,636,468
Land held for sale	—		135,307		—			—			135,307
Land, not owned, under option agreements	—		24,905		—			—			24,905
Residential mortgage loans available- for-sale	—		—		258,075			—			258,075
Securities purchased under agreements to resell	127,327		—		(127,327		)	—			—
Investments in unconsolidated entities	1,527		31,836		2,625			—			35,988
Income taxes receivable	27,154		—		—			—			27,154
Other assets	5,466		364,770		50,208			—			420,444
Intangible assets	—		162,348		—			—			162,348
Investments in subsidiaries and intercompany accounts, net	4,937,002		6,533,838		6,366,758			(17,837,598		)	—
	$	5,300,962	$	12,764,157	$	6,658,099		$	(17,837,598	)	$	6,885,620
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable, customer deposits, accrued and other liabilities	$	70,690	$	1,310,972	$	273,686		$	—		$	1,655,348
Income tax liabilities	203,313		—		—			—			203,313
Senior notes	3,088,344		—		—			—			3,088,344
Total liabilities	3,362,347		1,310,972		273,686			—			4,947,005
Total shareholders’ equity	1,938,615		11,453,185		6,384,413			(17,837,598		)	1,938,615
	$	5,300,962	$	12,764,157	$	6,658,099		$	(17,837,598	)	$	6,885,620

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the three months ended September 30, 2012

($000’s omitted)



	Unconsolidated												Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries
Revenues:
Homebuilding
Home sale revenues	$	—		$	1,232,704		$	—		$	—		$	1,232,704
Land sale revenues	—			22,623			—			—			22,623
	—			1,255,327			—			—			1,255,327
Financial Services	—			537			46,727			—			47,264
	—			1,255,864			46,727			—			1,302,591
Homebuilding Cost of Revenues:
Home sale cost of revenues	—			1,023,704			—			—			1,023,704
Land sale cost of revenues	—			21,061			—			—			21,061
	—			1,044,765			—			—			1,044,765
Financial Services expenses	(5		)	123			20,460			—			20,578
Selling, general and administrative expenses	—			124,410			781			—			125,191
Other expense (income), net	(10		)	7,315			148			—			7,453
Interest income	(55		)	(1,141		)	(23		)	—			(1,219		)
Interest expense	201			—			—			—			201
Intercompany interest	159,014			(155,576		)	(3,438		)	—			—
Equity in (earnings) loss of unconsolidated entities	—			(150		)	(134		)	—			(284		)
Income (loss) before income taxes and equity in income (loss) of subsidiaries	(159,145		)	236,118			28,933			—			105,906
Income tax expense (benefit)	(9,738		)	(10,648		)	9,659			—			(10,727		)
Income (loss) before equity in income (loss) of subsidiaries	(149,407		)	246,766			19,274			—			116,633
Equity in income (loss) of subsidiaries	266,040			19,387			183,738			(469,165		)	—
Net income (loss)	116,633			266,153			203,012			(469,165		)	116,633
Other comprehensive income (loss)	58			—			—			—			58
Comprehensive income (loss)	$	116,691		$	266,153		$	203,012		$	(469,165	)	$	116,691

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the three months ended September 30, 2011

($000’s omitted)



	Unconsolidated											Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries
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			19,158			—		19,306
Selling, general and administrative expenses	6,720			114,573			260			—		121,553
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		)
Other comprehensive income (loss)	64			—			—			—		64
Comprehensive income (loss)	$	(129,234	)	$	(113,228	)	$	(4,017	)	$	117,245	$	(129,234	)

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the nine months ended September 30, 2012

($000’s omitted)



	Unconsolidated												Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries
Revenues:
Homebuilding
Home sale revenues	$	—		$	3,070,895		$	—		$	—		$	3,070,895
Land sale revenues	—			69,770			—			—			69,770
	—			3,140,665			—			—			3,140,665
Financial Services	—			1,367			111,000			—			112,367
	—			3,142,032			111,000			—			3,253,032
Homebuilding Cost of Revenues:
Home sale cost of revenues	—			2,605,249			—			—			2,605,249
Land sale cost of revenues	—			62,069			—			—			62,069
	—			2,667,318			—			—			2,667,318
Financial Services expenses	165			396			62,353			—			62,914
Selling, general and administrative expenses	—			370,076			2,615			—			372,691
Other expense (income), net	(30		)	21,774			2,826			—			24,570
Interest income	(178		)	(3,335		)	(69		)	—			(3,582		)
Interest expense	616			—			—			—			616
Intercompany interest	421,479			(411,405		)	(10,074		)	—			—
Equity in (earnings) loss of unconsolidated entities	(2		)	(3,312		)	(522		)	—			(3,836		)
Income (loss) before income taxes and equity in income (loss) of subsidiaries	(422,050		)	500,520			53,871			—			132,341
Income tax expense (benefit)	9,518			(14,842		)	(9,738		)	—			(15,062		)
Income (loss) before equity in income (loss) of subsidiaries	(431,568		)	515,362			63,609			—			147,403
Equity in income (loss) of subsidiaries	578,971			64,123			329,332			(972,426		)	—
Net income (loss)	147,403			579,485			392,941			(972,426		)	147,403
Other comprehensive income (loss)	173			—			—			—			173
Comprehensive income (loss)	$	147,576		$	579,485		$	392,941		$	(972,426	)	$	147,576

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the nine months ended September 30, 2011

($000’s omitted)



	Unconsolidated											Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries
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			78,155			—		78,832
Selling, general and administrative expenses	27,536			370,862			3,981			—		402,379
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		)
Other comprehensive income (loss)	86			—			—			—		86
Comprehensive income (loss)	$	(224,123	)	$	(159,971	)	$	(137,840	)	$	297,811	$	(224,123	)

CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2012

($000’s omitted)



	Unconsolidated											Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Net cash provided by (used in) operating activities	$	(397,371	)	$	765,922		$	52,681		$	—	$	421,232
Cash flows from investing activities:
Distributions from unconsolidated entities	—			2,696			—			—		2,696
Investments in unconsolidated entities	—			(1,266		)	—			—		(1,266		)
Net change in loans held for investment	—			—			736			—		736
Change in restricted cash related to letters of credit	26,096			—			—			—		26,096
Proceeds from the sale of fixed assets	—			4,705			—			—		4,705
Capital expenditures	—			(8,398		)	(2,199		)	—		(10,597		)
Net cash provided by (used in) investing activities	26,096			(2,263		)	(1,463		)	—		22,370
Cash flows from financing activities:
Financial Services borrowings (repayments)	—			—			103,000			—		103,000
Other borrowings (repayments)	(96,393		)	3,900			—			—		(92,493		)
Issuance of common stock	27,432			—			—			—		27,432
Stock repurchases	(961		)	—			—			—		(961		)
Intercompany activities, net	465,471			(305,997		)	(159,474		)	—		—
Net cash provided by (used in) financing activities	395,549			(302,097		)	(56,474		)	—		36,978
Net increase (decrease) in cash and equivalents	24,274			461,562			(5,256		)	—		480,580
Cash and equivalents at beginning of period	119,287			875,561			88,223			—		1,083,071
Cash and equivalents at end of period	$	143,561		$	1,337,123		$	82,967		$	—	$	1,563,651

CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2011

($000’s omitted)



	Unconsolidated											Consolidated PulteGroup, Inc.
	PulteGroup, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Consolidated PulteGroup, Inc.
Net cash provided by (used in) operating activities	$	(22,639	)	$	(141,572	)	$	4,245		$	—	$	(159,966	)
Cash flows from investing activities:
Distributions from unconsolidated entities	—			4,388			—			—		4,388
Investments in unconsolidated entities	—			(3,749		)	—			—		(3,749		)
Net change in loans held for investment	—			—			449			—		449
Change in restricted cash related to letters of credit	(89,385		)	—			—			—		(89,385		)
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:
Borrowings (repayments)	(69,311		)	960			—			—		(68,351		)
Stock repurchases	(2,021		)	—			—			—		(2,021		)
Intercompany activities, net	286,384			(252,468		)	(33,916		)	—		—
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			(395,125		)	(32,251		)	—		(324,348		)
Cash and equivalents at beginning of period	10,000			1,106,623			366,767			—		1,483,390
Cash and equivalents at end of period	$	113,028		$	711,498		$	334,516		$	—	$	1,159,042