EX-99.2 2 dex992.htm THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro forma condensed combined financial statements

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On August 18, 2009, Pulte Homes, Inc. (“Pulte”) completed the acquisition of Centex Corporation (“Centex”) through the merger of Pulte’s merger subsidiary with and into Centex pursuant to the Agreement and Plan of Merger dated as of April 7, 2009 among Pulte, Pi Nevada Building Company, and Centex (the “Merger Agreement”). As a result of the merger, Centex became a wholly-owned subsidiary of Pulte. The following selected unaudited pro forma condensed combined financial information and explanatory notes, which we refer to as the pro forma financial statements, present the pro forma impact of the merger of Pulte and Centex on Pulte’s historical financial position and results of operations. The transaction will be accounted for by applying the acquisition method under Statement of Financial Accounting Standards No. 141(R), Business Combinations, which we refer to as SFAS 141(R), as outlined in the accompanying notes to the pro forma financial statements, which we refer to as the pro forma notes. In accordance with SFAS 141(R), Pulte was treated as the acquirer and the acquired assets and liabilities will be recorded by Pulte at their estimated fair values as of the date the merger was completed.

The transactions reflected in the pro forma financial statements include (1) the exchange of all outstanding shares of Centex common stock at the exchange ratio; (2) the exchange of all of Centex’s vested and unvested restricted stock for Pulte common stock at the exchange ratio; (3) the exchange of unvested and vested Centex stock options for vested Pulte stock options with adjustments to reflect the exchange ratio; and (4) the conversion of vested and unvested Centex restricted stock units with adjustments to reflect the exchange ratio.

The following unaudited pro forma condensed combined balance sheet at June 30, 2009, which we refer to as the pro forma balance sheet, is presented on a basis to reflect the merger and related transactions as if they had occurred on June 30, 2009. The pro forma balance sheet is prepared by combining the balance sheet at June 30, 2009 for both Pulte and Centex. The following unaudited pro forma condensed combined statements of operations, which we refer to as the pro forma statements of operations, for the six months ended June 30, 2009 and year ended December 31, 2008 are presented on a basis to reflect the merger and related transactions as if they had occurred on January 1, 2008. The pro forma statement of operations for the six months ended June 30, 2009 is prepared by combining the statement of operations of Pulte for the six months ended June 30, 2009 with the statement of operations for Centex for the six months ended June 30, 2009 and then making pro forma adjustments. The pro forma statement of operations for the year ended December 31, 2008 is prepared by combining the statement of operations of Pulte for the year ended December 31, 2008 with the statement of operations for Centex for the twelve months ended December 31, 2008 and then making pro forma adjustments. See Note (a) to the pro forma financial statements for additional information.

The pro forma financial statements should be read in conjunction with the pro forma notes. The pro forma financial statements and pro forma notes were based on, and should be read in conjunction with:

 

   

Pulte’s unaudited consolidated financial statements as of and for the three and six months ended June 30, 2009 and the related notes in Pulte’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009;

 

   

Pulte’s historical audited consolidated financial statements for the year ended December 31, 2008 and the related notes included in Pulte’s Annual Report on Form 10-K for the year ended December 31, 2008;

 

   

Centex’s historical audited financial statements for the years ended March 31, 2009 and 2008 and the related notes included in Centex’s Annual Report on Form 10-K for the years ended March 31, 2009 and 2008; and

 

   

Centex’s unaudited consolidated financial statements for the three months ended June 30, 2009 and three and nine months ended December 31, 2008 and the related notes in Centex’s Quarterly Report on Form 10-Q for the three months ended June 30, 2009 and three and nine months ended December 31, 2008.

Pulte’s and Centex’s historical consolidated financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the merger; (2) factually supportable; and (3) with respect to the pro forma statements of operations, expected to have a continuing impact on the combined results. The pro forma financial statements do not reflect any revenue enhancements or any cost savings from operating efficiencies, synergies or other restructurings that could result from the merger. The pro forma financial statements also do not reflect any restructuring charges to be incurred in connection with the merger, with the exception of estimated severance costs related to certain members of Centex’s senior management that were incurred concurrently with or shortly after completion of the merger. The remaining restructuring charges are in the process of being determined and primarily relate to cost saving measures in corporate and field overhead. These charges are excluded from the pro forma financial statements as they are not factually supportable at this time. In accordance with SFAS 141(R), these costs will be expensed as incurred.


In addition, the pro forma financial statements do not reflect any adjustments related to expected interest savings from retirements of debt subsequent to completion of the merger. On September 9, 2009, Pulte completed a tender offer that retired approximately $1.5 billion of combined senior notes. All of the senior notes retired were outstanding prior to the merger and consisted of approximately $1.0 billion of legacy Centex senior notes acquired with the merger and approximately $0.5 billion of legacy Pulte senior notes. The reduction of outstanding debt was contemplated with the merger as an area for cost savings. The impact of the tender offer, which was neither required by the merger nor related to the financing of the merger, has been excluded from the pro forma financial statements as it represents a discretionary decision by management regarding the optimal use of capital, though an estimate of the annual interest savings resulting from the reduction of debt is disclosed in the pro forma notes.

The pro forma adjustments are based upon available information and assumptions that the management of Pulte believes reasonably reflect the merger. We present the pro forma financial statements for informational purposes only. The pro forma financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of Pulte would have been had the merger occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or financial position.

 

2


Pulte Unaudited

Pro Forma Condensed Combined Balance Sheet

June 30, 2009

 

    Historical Pulte      

Condensed As

Adjusted Centex

(b)(c)

     

      Pro Forma

      Adjustments

        

Pro Forma

Combined

    (amounts in thousands)

ASSETS

              

Cash and equivalents (including restricted cash) (j)

  $ 1,636,040     $ 1,898,199     $ (27,000 )(d)       $ 3,477,563
            (23,976 )(d)      
            (18,000 )(e)      
            (8,998 )(d)      
            21,348  (f)      
            (50 )(d)      

Unfunded settlements

    2,755       14,622                 17,377

House and land inventory

    3,677,085       2,879,098       (410,000 )(d)         6,329,644
            183,461  (f)      

Land held for sale

    77,204                       77,204

Land, not owned, under option agreements

    159,360       75,827                 235,187

Residential mortgage loans available-for-sale

    90,595       140,743                 231,338

Investments in unconsolidated entities

    94,635       130,243       (129,706 )(f)         95,172

Other assets

    559,716       350,772       (12,814 )(d)         923,736
            26,062  (f)      

Goodwill

          9,933       (9,933 )(d)         690,104
            690,104  (d)      

Intangibles

    98,479             110,000  (d)         216,479
            8,000  (d)      

Income taxes receivable

    7,040       26,093        (g)         33,133
                                

  Total assets

  $ 6,402,909     $ 5,525,530     $ 398,498         $ 12,326,937
                                

LIABILITIES AND SHAREHOLDERS’ EQUITY

              

Liabilities:

              

 Accounts payable

  $ 175,087     $ 113,089     $ 1,227  (f)       $ 289,403

 Customer deposits

    57,147       28,982                 86,129

 Accrued and other liabilities

    885,242       1,078,834       (4,591 )(d)         2,059,423
            99,938  (f)      

 Collateralized short-term debt, recourse solely applicable to non-guarantor subsidiary assets

    28,351       49,038                 77,389

 Income tax liabilities

    133,203       146,394        (g)         279,597

 Senior notes

    2,974,373       3,102, 837       (188,927 )(d)         5,888,283
                                

  Total liabilities

    4,253,403       4,519,174       (92,353        8,680,224

Shareholders’ equity(i)

    2,149,506       1,006,356       1,510,992  (d)         3,646,713
            4,215  (d)      
            (1,006,356 )(d)      
            (18,000 )(e)      
                                

 Total liabilities and shareholders’ equity

  $ 6,402,909     $ 5,525,530     $ 398,498         $   12,326,937
                                

See accompanying notes to unaudited pro forma condensed combined

financial statements, which are an integral part of these statements.

 

3


Pulte Unaudited Pro Forma

Condensed Combined Statement Of Operations

For the Six Months Ended June 30, 2009

 

    Historical Pulte        

Condensed As

Adjusted Centex

(a)(b)(c)

       

     Pro Forma

     Adjustments

       

Pro Forma

Combined

 
    (amounts in thousands, except per share data)  

Revenues:

             

  Homebuilding

             

     Home sale revenues

  $ 1,218,444        $ 1,329,250        $          2,547,694   

     Land sale revenues

    4,781          4,593                   9,374   
                                     
    1,223,225          1,333,843                   2,557,068   

Financial Services

    39,247          55,007                   94,254   
                                     

        Total revenues

    1,262,472          1,388,850                   2,651,322   

Homebuilding Cost of Revenues:

             

  Home cost of revenues

    1,622,829          1,187,184          62,328  (f)        2,872,341   

  Land cost of revenues

    12,268          512,470                   524,738   
                                     
    1,635,097          1,699,654          62,328          3,397,079   

Financial Services expenses

    49,375          75,072                   124,447   

Selling, general and administrative expenses

    248,822          269,311                   518,133   

Other expense (income), net

    (19,412       26,453          2,750  (d)        9,791   

Interest income

    (6,175       (5,586                (11,761

Interest expense

    914          50,160          20,000  (d)        71,074   

Equity loss (income) from unconsolidated entities

    53,026          67,121          (62,328 )(f)        57,819   
                                     

Loss from continuing operations before income taxes

    (699,175       (793,335       (22,750       (1,515,260

Income tax expense (benefit)

    5,108          (472,937        (g)        (467,829
                                     

Loss from continuing operations

  $ (704,283     $ (320,398     $ (22,750     $ (1,047,431
                                     

Loss per share (from continuing operations):

             

    Basic(h)

  $ (2.77     $ (2.58         $ (2.78

    Diluted(h)

  $ (2.77     $ (2.58         $ (2.78

Weighted average shares outstanding:

             

    Basic(h)

    254,672          124,045              377,218   

    Diluted(h)

    254,672          124,045              377,218   

See accompanying notes to unaudited pro forma condensed combined

financial statements, which are an integral part of these statements.

 

4


Pulte Unaudited Pro Forma

Condensed Combined Statement Of Operations

For the Year Ended December 31, 2008

 

      Historical Pulte        

Condensed As

Adjusted Centex

(a)(b)(c)

       

    Pro Forma

    Adjustments

       

Pro Forma

Combined

 
    (amounts in thousands, except per share data)  

Revenues:

             

  Homebuilding

             

      Home sale revenues

  $ 5,980,289        $ 4,695,980        $        $ 10,676,269   

      Land sale revenues

    131,749          367,015                   498,764   
                                     
    6,112,038          5,062,995                   11,175,033   

Financial Services

    151,016          226,943                   377,959   
                               

        Total revenues

    6,263,054          5,289,938                   11,552,992   

Homebuilding Cost of Revenues:

             

  Home cost of revenues

    6,585,177          4,170,834                   10,756,011   

  Land cost of revenues

    393,998          1,667,268                   2,061,266   
                                     
    6,979,175          5,838,102                   12,817,277   

Financial Services expenses

    123,082          317,402                   440,484   

Selling, general and administrative expenses

    814,508          872,636                   1,687,144   

Other expense (income), net

    39,571          117,775          5,500 (d)        162,846   

Interest income

    (26,404       (16,093                (42,497

Interest expense

    2,908          37,553          40,000 (d)        80,461   

Equity loss (income) from unconsolidated entities

    12,813          111,164                   123,977   
                                     

Loss from continuing operations before income taxes

    (1,682,599       (1,988,601       (45,500       (3,716,700

Income tax expense (benefit)

    (209,486       (45,888       (g)        (255,374
                                     

Loss from continuing operations

  $ (1,473,113     $ (1,942,713     $ (45,500     $ (3,461,326
                                     

Loss per share (from continuing operations):

             

    Basic(h)

  $ (5.81     $ (15.65         $ (9.22

    Diluted(h)

  $ (5.81     $ (15.65         $ (9.22

Weighted average shares outstanding:

             

    Basic(h)

    253,512          124,155              375,214   

    Diluted(h)

    253,512          124,155              375,214   

See accompanying notes to unaudited pro forma condensed combined

financial statements, which are an integral part of these statements.

 

5


Notes to Unaudited Pro Forma

Condensed Combined Financial Statements

 

(a) Conforming Year Ends

Pulte’s fiscal year ends on December 31 while Centex’s fiscal year ended on March 31. Therefore, Centex’s historical financial information has been recast to conform with Pulte’s fiscal calendar. Centex’s historical statements of operations for the six and twelve months ended June 30, 2009 and December 31, 2008 were derived from Centex’s historical statements of operations for the three months ended June 30, 2009, nine months ended December 31, 2008, and the years ended March 31, 2009 and 2008, as follows:

Centex

Pro Forma Statement of Operations

For the Six Months Ended June 30, 2009

 

    Year
Ended
March 31,
2009(1)
A
    Nine Months
Ended
December 31,
2008
B
    Three Months
Ended
March 31,
2009
C = A-B
    Three Months
Ended
June 30,
2009
D
    Six Months
Ended
June 30,
2009
E = C+D
 
    (amounts in thousands)  

Revenues

         

 Homebuilding:

         

 Housing

  $ 3,578,182      $2,793,516      $ 784,666      $ 544,584      $ 1,329,250   

 Land sales and other

    58,348      51,935        6,413        6,518        12,931   
                                     
          3,636,530      2,845,451        791,079        551,102        1,342,181   

Financial Services

    190,000      157,864        32,136        22,871        55,007   
                                     

Total revenues

    3,826,530      3,003,315        823,215        573,973        1,397,188   

Cost of Revenues

         

 Homebuilding:

         

 Housing

    3,124,648      2,418,048        706,600        480,584        1,187,184   

 Land sales and other

    1,013,358      705,019        308,339        222,255        530,594   

 Goodwill impairment

    38,101      38,101                        
                                     
    4,176,107      3,161,168            1,014,939        702,839        1,717,778   

 Financial Services

    13,769      11,513        2,256        2,095        4,351   
                                     
    4,189,876      3,172,681        1,017,195        704,934        1,722,129   

Selling, general and administrative expenses

    984,795      779,604        205,191        155,114        360,305   

Loss from unconsolidated entities

    159,449      107,595        51,854        15,267        67,121   

Interest expense

    52,716      28,911        23,805        26,355        50,160   

Interest and other income

    (33,535   (29,821     (3,714     (5,478     (9,192
                                     

Loss from continuing operations before income taxes

    (1,526,771   (1,055,655     (471,116     (322,219     (793,335

Income tax benefit

    (86,620   (21,017     (65,603       (407,334         (472,937
                                     

Income (loss) from continuing operations

  $ (1,440,151   $(1,034,638   $ (405,513   $ 85,115      $ (320,398
                                     

 

(1)

Effective March 31, 2009, Centex adopted a revised presentation for its statement of operations. Accordingly, Centex’s previously reported results of operations have been revised in the above table to conform with the presentation adopted by Centex as of March 31, 2009.

The pro forma statement of operations for Centex excludes amounts reported as discontinued operations in Centex’s historical financial statements.

 

6


Centex

Pro Forma Statement of Operations

For the Twelve Months Ended December 31, 2008

 

     Three Months Ended(1)        

Twelve Months

Ended

December 31,

  E = A+B+C+D  

 
  

  March 31,  

2008

A

        

  June 30,  

2008

B

        

  September 30,  

2008

C

        

  December 31,  

2008

D

     
     (amounts in thousands)  

Revenues

                     

 Homebuilding:

                     

 Housing

   $ 1,902,464         $ 1,032,191         $ 939,888         $ 821,437        $ 4,695,980   

 Land sales and other

     342,762           17,508           12,708           21,719          394,697   
                                                   
     2,245,226           1,049,699           952,596           843,156          5,090,677   

 Financial Services

     69,079           76,423           52,409           29,032          226,943   
                                                   

      Total revenues

     2,314,305           1,126,122           1,005,005           872,188          5,317,620   

Cost of Revenues

                     

 Homebuilding:

                     

 Housing

     1,752,786           909,320           798,652           710,076          4,170,834   

 Land sales and other

     1,062,093           88,262           109,521           507,236          1,767,112   

 Goodwill impairment

     16,914           —             —             38,101          55,015   
                                                   
     2,831,793           997,582           908,173           1,255,413          5,992,961   

 Financial Services

     6,621           4,725           4,060           2,728          18,134   
                                                   

 Total cost of revenues

     2,838,414           1,002,307           912,233           1,258,141          6,011,095   

Selling, general and administrative expenses

     399,381           290,485           294,798           194,321          1,178,985   

Loss from unconsolidated entities

     3,569           20,297           12,902           74,396          111,164   

Interest expense

     8,642           6,180           4,973           17,758          37,553   

Interest and other income

     (2,755        (10,400        (7,856        (11,565       (32,576
                                                   

Loss from continuing operations before income taxes

     (932,946        (182,747        (212,045        (660,863       (1,988,601

Income taxes (benefit)

     (24,871        (13,635        (10,425        3,043          (45,888
                                                   

Loss from continuing operations

   $ (908,075      $ (169,112      $ (201,620      $ (663,906     $ (1,942,713
                                                   

 

(1) Effective March 31, 2009, Centex adopted a revised presentation for its statement of operations. Accordingly, Centex’s previously reported quarterly results of operations have been revised in the above table to conform with the presentation adopted by Centex as of March 31, 2009.

The pro forma statement of operations for Centex excludes amounts reported as discontinued operations in Centex’s historical financial statements.

 

7


(b) Reclassifications on the Pro Forma Balance Sheet and Pro Forma Statements of Operations

Certain financial statement line items included in Centex’s historical presentation have been reclassified to corresponding line items as included in Pulte’s historical presentation as reflected in the following tables:

Centex Reclassifications

(amounts in thousands)

 

    

Condensed    

Historical    

Presentation    

     

Reclassification

Adjustments

       

Condensed    

As Adjusted    

Centex    

     (June 30, 2009)

BALANCE SHEET

          

ASSETS

          

Cash and equivalents (including restricted cash)

   $ 1,898,199     $        $ 1,898,199

Receivables

     330,599       (330,599      

Unfunded settlements

           14,622          14,622

House and land inventory

     2,469,634       409,464          2,879,098

Land held for development and sale

     438,527       (438,527      

Land, not owned, under option agreements

     99,294       (23,467       75,827

Residential mortgage loans available-for-sale

           140,743          140,743

Investments in unconsolidated entities

     127,839       2,404          130,243

Other assets

     151,505       199,267          350,772

Goodwill

     9,933                9,933

Income taxes receivable

           26,093          26,093
                        

  Total assets

   $ 5,525,530     $        $ 5,525,530
                        

LIABILITIES AND SHAREHOLDERS’ EQUITY

          

Liabilities:

          

 Accounts payable

   $ 113,089     $        $ 113,089

 Customer deposits

           28,982          28,982

 Accrued and other liabilities

     1,250,925       (172,091       1,078,834

 Collateralized short-term debt, recourse solely applicable to subsidiary assets

     49,038                49,038

 Income tax liabilities

           146,394          146,394

 Senior notes

     3,106,122       (3,285       3,102,837
                        

  Total liabilities

     4,519,174                4,519,174

Shareholders’ equity

     1,006,356                1,006,356
                        
   $     5,525,530     $        $     5,525,530
                        

 

8


     Condensed
Historical
  Presentation  
      Reclassification  
Adjustments
    Condensed
  As Adjusted  
Centex
 
    (For the six months ended June 30, 2009)  

STATEMENT OF OPERATIONS

     

Revenues

     

 Homebuilding:

     

 Housing

  $ 1,329,250      $      $ 1,329,250   

 Land sales and other

    12,931        (8,338     4,593   
                       
    1,342,181        (8,338     1,333,843   

 Financial Services

    55,007               55,007   
                       
    1,397,188        (8,338     1,388,850   

Cost of Revenues

     

 Homebuilding:

     

 Housing

    1,187,184               1,187,184   

 Land sales and other

    530,594        (18,124     512,470   
                       
    1,717,778        (18,124     1,699,654   

Financial Services

    4,351        70,721        75,072   

Selling, general and administrative expenses

    360,305        (90,994     269,311   

Loss from unconsolidated entities

    67,121               67,121   

Interest expense

    50,160               50,160   

Interest and other income

    (9,192     9,192          

Interest income

           (5,586     (5,586

Other expense (income), net

           26,453        26,453   
                       

Loss from continuing operations before income taxes

    (793,335            (793,335

Income tax benefit

    (472,937            (472,937
                       

Loss from continuing operations

  $ (320,398   $      $ (320,398
                       
    Condensed
Historical
Presentation
    Reclassification
Adjustments
    Condensed
As Adjusted
Centex
 
    (For the twelve months ended December 31, 2008)  

STATEMENT OF OPERATIONS

     

Revenues

     

 Homebuilding:

     

 Housing

  $ 4,695,980      $      $ 4,695,980   

 Land sales and other

    394,697        (27,682     367,015   
                       
    5,090,677        (27,682     5,062,995   

 Financial Services

    226,943               226,943   
                       
    5,317,620        (27,682     5,289,938   

Cost of Revenues:

     

 Homebuilding:

     

 Housing

    4,170,834               4,170,834   

 Land sales and other

    1,767,112        (99,844     1,667,268   

 Goodwill

    55,015        (55,015       
                       
    5,992,961        (154,859     5,838,102   

Financial Services

    18,134        299,268        317,402   

Selling, general and administrative expenses

    1,178,985        (306,349     872,636   

Loss from unconsolidated entities

    111,164               111,164   

Interest expense

    37,553               37,553   

Interest and other income

    (32,576     32,576          

Interest income

           (16,093     (16,093

Other expense (income), net

           117,775        117,775   
                       

Loss from continuing operations before income taxes

    (1,988,601            (1,988,601

Income tax benefit

    (45,888            (45,888
                       

Loss from continuing operations

  $   (1,942,713   $      $   (1,942,713
                       

 

9


 The reclassifications presented in the Centex balance sheet as of June 30, 2009 and the Centex statements of operations for the six months ended June 30, 2009 and twelve months ended December 31, 2008 are as follows:

Balance sheet reclassifications:

 

   

Receivables:  Includes the reclassification of $140.7 million to mortgage loans available-for-sale, $26.1 million to income taxes receivable, and $14.6 million to unfunded settlements. In addition, $102.5 million of trade and notes receivable and $46.7 million of other loans receivable were reclassified to other assets.

 

   

Unfunded settlements:  Includes the reclassification of $14.6 million from receivables.

 

   

House and land inventory:  Includes the reclassification of $428.8 million from land held for development and sale and $19.4 million of other inventory to other assets.

 

   

Land held for development and sale:  Includes the reclassification of $428.8 million to house and land inventory along with $9.7 million of deposits and pre-acquisition costs to other assets. Upon completion of the merger, Pulte will determine which of Centex’s land parcels meet the criteria for classification as held for sale assets and classify them accordingly.

 

   

Land, not owned, under option agreements:  Includes the reclassification of deposits and pre-acquisition costs totaling $23.5 million to other assets.

 

   

Residential mortgage loans available-for-sale:  Includes the reclassification of $140.7 million from receivables.

 

   

Investments in unconsolidated entities:  Includes the reclassification of cost method investments totaling $2.4 million from other assets.

 

   

Other assets:  Includes the reclassification of $102.5 million of trade and notes receivable and $46.7 million of other loans receivable from receivables. Also includes the reclassification of $19.4 million of other inventory from house and land inventory and $9.7 million and $23.5 million of deposits and pre-acquisition costs from land held for development and sale and land, not owned, under option agreement, respectively. Also includes the reclassification of $2.4 million in cost method investments to investments in unconsolidated entities.

 

   

Income taxes receivable:  Includes the reclassification of $26.1 million from receivables.

 

   

Customer deposits:  Includes the reclassification of $29.0 million in customer deposits from accrued and other liabilities.

 

   

Accrued and other liabilities:  Includes the reclassification of $146.4 million to income tax liabilities and $29.0 million to customer deposits, offset by the reclassification of $3.3 million from senior notes.

 

   

Income tax liabilities:  Includes the reclassification of $146.4 million from accrued and other liabilities.

 

   

Senior notes:  Includes the reclassification of $3.3 million to accrued and other liabilities.

Statements of operations reclassifications:

 

   

Revenues:  Land sales and other:  Includes the reclassification of other income totaling $8.3 million for the six months ended June 30, 2009, and $27.7 million for the twelve months ended December 31, 2008, to other expense (income), net.

 

   

Cost of Revenues:  Land sales and other:  Includes the reclassification of other expenses to other expense (income), net totaling $8.2 million and $29.1 million for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively. Also includes the reclassification of pre-acquisition write-offs to other expense (income), net totaling $9.9 million and $70.8 million for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively.

 

   

Cost of Revenues:  Goodwill:  Includes the reclassification of goodwill write-offs totaling $55.0 million during the twelve months ended December 31, 2008 to other expense (income), net.

 

   

Cost of Revenues:  Financial Services:  Includes the reclassification of selling, general and administrative expenses totaling $70.7 million and $299.3 million during the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively.

 

10


   

Selling, general and administrative expenses:  Includes the reclassification of $70.7 million and $299.3 million to Financial Services cost of revenues for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively, and the reclassification of $20.3 million and $7.1 million of restructuring expenses to other expense (income), net for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively.

 

   

Interest and other income:  Includes the reclassification of interest income totaling $5.6 million and $16.1 million for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively, to interest income. Also includes the reclassification of $3.6 million and $16.5 million to other expense (income), net for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively.

 

   

Interest income:  Includes the reclassification of interest expense totaling $5.6 million and $16.1 million for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively, from interest and other income.

 

   

Other expense (income), net:  Includes the reclassification of $8.3 million and $27.7 million from other homebuilding revenues for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively; the reclassification of $8.2 million and $29.1 million from other Homebuilding expenses for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively; the reclassification of cost of revenues: goodwill of $55.0 million during the twelve months ended December 31, 2008; the reclassification of $3.6 million and $16.5 million from interest and other income for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively; the reclassification of pre-acquisition write offs totaling $9.9 million and $70.8 million from Cost of Revenues: Land sales and other for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively; and the reclassification of $20.3 million and $7.1 million of restructuring expenses from selling, general and administrative expenses for the six months ended June 30, 2009 and twelve months ended December 31, 2008, respectively.

These reclassifications had no impact on the historical loss from continuing operations reported by Centex, are preliminary, and do not reflect the final identification of all differences in presentation which may be identified by the time Pulte completes its acquisition accounting, which Pulte currently expects will be completed within one year of completion of the merger. Material revisions to Pulte’s preliminary estimates may be necessary as more information becomes available through the completion of this final determination. The actual amounts recorded following the completion of the merger may be materially different from the information presented in the pro forma financial statements. These reclassifications also do not reflect differences in presentation resulting from the differences in historical accounting practices related to the capitalization and allocation of certain construction and land development costs, as described in Note (c), “Accounting Policies”. Historically, Centex included such costs in selling, general and administrative expenses while Pulte generally includes such costs in cost of revenues.

 

(c) Accounting Policies

Differences in the accounting practices or policies applied by Pulte and Centex may exist that would materially impact the pro forma financial statements. Based on preliminary reviews of Centex’s accounting policies and discussions with Centex management, certain differences in historical accounting practices and policies are known to exist, including those related to the capitalization and allocation of certain construction and land development costs. Given the long time periods over which such costs are capitalized and allocated in the homebuilding industry as a result of the long life cycles of many communities, such differences are not readily quantifiable. It is also not readily determinable whether such differences would result in either an increase or a decrease to pro forma expenses. Pulte does not believe that such differences would have a material impact on the pro forma financial statements. As part of the purchase price allocation process under SFAS 141(R), Pulte will record all acquired inventory at fair value, which will eliminate any differences in historical accounting policies. Pulte is in the process of performing a detailed evaluation of Centex’s accounting policies. As a result of that review, it may become necessary to harmonize the combined entity’s financial statements to conform those accounting policies that are determined to be more appropriate for the combined entity. The pro forma financial statements do not reflect any potential differences in accounting policies.

 

(d) Preliminary Purchase Price

Pursuant to the terms and conditions of the Merger Agreement, Pulte acquired all of the outstanding shares of Centex common stock at the fixed exchange ratio of 0.975 shares of Pulte common stock for each share of Centex common stock. In addition, the majority of the restricted shares of Centex common stock and restricted stock units with respect to Centex common stock granted under Centex’s employee and director stock plans vested and were converted per the exchange ratio into Pulte common stock or units with respect to Pulte common stock. Each outstanding vested and unvested Centex stock option granted under Centex’s employee and director stock plans was converted into a vested option to purchase shares of Pulte common stock, with adjustments to reflect the exchange ratio. The Merger Agreement required that, with respect to Centex stock options that were granted with an exercise price less than $40.00 per share, the terms of the converted, vested options to purchase shares of Pulte common stock provided that, if the holder of the option experiences a severance-qualifying termination of employment during the two-year period

 

11


following the completion of the merger, the stock option remained exercisable until the later of (1) the third anniversary of the date of the termination of employment and (2) the date on which the option would cease to be exercisable in accordance with its terms (or, in either case, if earlier, the expiration of the scheduled term of the option). This provision will result in incremental expense in the post-merger period. The valuation of the incremental fair value attributable to this change in exercise period has not been finalized and thus has not been reflected in the pro forma financial statements. For purposes of the pro forma financial statements, the purchase price was computed using the market value of Pulte common stock issued in connection with the merger based on Pulte’s common stock closing price of $12.33 per share on August 18, 2009, the date the merger was completed. There was no material activity in the number of Centex shares of common stock, restricted stock, stock options, or restricted stock units between June 30, 2009 and August 18, 2009. The purchase price of $1.5 billion includes the issuance of Pulte common stock for the immediate vesting and conversion of unvested restricted stock and restricted stock units and the estimated value attributable to converting vested and unvested Centex stock options into options to purchase Pulte common stock described below. The preliminary purchase price is calculated as follows:

 

    

                        August 18, 2009                 

   

            (amounts in thousands,

            except ratio and per share data)

Centex shares of common stock outstanding (including restricted stock) as of August 18, 2009

     125,315   

Centex restricted stock units outstanding as of August 18, 2009 (a)

     373   
         

Total Centex shares acquired

     125,688   

Exchange ratio

     0.975   
         

Number of shares of Pulte common stock to be issued in exchange

     122,546   

Closing price per share of Pulte common stock, as of August 18, 2009

     $           12.33   
         

Consideration attributable to common stock

     1,510,992   

Cash paid for fractional shares

     50   

Consideration attributable to Pulte stock options in exchange for Centex stock options

     4,215   
         

Total purchase price

     $    1,515,257   
         

 

  (a) Excludes 276 thousand restricted stock units granted in May 2009 that under the terms of the awards forfeited upon completion of the merger.  

Centex Pre-Merger Transactions

Centex transaction costs — Centex’s expenses for this transaction approximated $27.0 million, which were reflected as an expense in Centex’s pre-merger historical consolidated financial statements in the period the expense was incurred. These costs include fees for investment banking services, legal, accounting, due diligence, tax, valuation, printing and other various services necessary to complete the transaction. These estimated expenses of Centex are reflected in the pro forma balance sheet as of June 30, 2009 as a reduction to cash of $27.0 million and a charge to shareholders’ equity of $27.0 million. This adjustment has also been reflected as a decrease in the net assets of Centex in the application of acquisition accounting.

Centex change in control payments — Certain members of Centex’s management entered into incentive plan agreements with Centex that require a cash payment upon a change in control. In addition, under the terms of the performance unit plan, upon a change in control, all of the outstanding performance units vested and were converted into the right to receive an amount of cash equal to the product of (1) the total number of shares subject to such performance units and (2) the fair value of Centex common stock just prior to the date of completion of the merger. The change in control cash payments have been reflected as a one-time adjustment to the pro forma balance sheet as of June 30, 2009 as a reduction to cash of $24.0 million, a reduction to accrued expenses of $4.6 million and a charge to shareholders’ equity of $19.4 million. This adjustment has also been reflected as a decrease in the net assets of Centex in the application of acquisition accounting.

Centex restricted stock, restricted stock units and stock options — Upon the completion of the merger, the majority of the unvested restricted stock, unvested restricted stock units and unvested stock options granted by Centex vested and were exchanged for Pulte common stock and Pulte common stock options, respectively, with adjustments reflecting the exchange ratio. The vesting of the restricted stock, restricted stock units and stock options upon the change in control would have resulted in accelerated compensation expense for Centex of approximately $27.9 million as of June 30, 2009. This estimated expense is not reflected in the pro forma financial statements at June 30, 2009 as it has no impact on Centex’s net assets as the expense will be offset by a corresponding increase to paid in capital. In May 2009, Centex awarded 835,505 shares of restricted stock to executive officers and other employees pursuant to Centex’s annual long-term award practices. The majority of this restricted stock remained outstanding at August 18, 2009 and was converted to unvested Pulte restricted stock at the exchange ratio. The fair value as of August 18, 2009 of the unvested restricted stock issued by Pulte approximated $9.9 million and will be recognized over the implied service period.

 

12


Severance Payments — Certain of Centex’s executive officers entered into agreements with Centex that required cash payments upon termination of employment under certain circumstances. Pulte incurred severance costs relating to certain senior executive positions at Centex concurrently with or shortly after completion of the merger. These severance cash payments have been reflected as a one-time adjustment to the pro forma balance sheet as of June 30, 2009 as a reduction to cash of approximately $9.0 million and a charge to retained earnings of approximately $9.0 million. This adjustment has also been reflected as a decrease in the net assets of Centex in the application of acquisition accounting.

Estimate of Assets to be Acquired and Liabilities to be Assumed

The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by Pulte in the merger, reconciled to the estimate of consideration expected to be transferred:

 

     

        June 30, 2009        

     (amounts in thousands)

Book value of net assets acquired at June 30, 2009

      $ 1,006,356     

Adjusted for:

       

 Centex transaction costs

        (27,000  

 Centex change in control payments (cash of $23,976 net of accrued liabilities of $4,591)

        (19,385  

 Severance payments

        (8,998  

 Elimination of pre-existing debt issue costs

        (12,814  

 Elimination of existing goodwill

        (9,933  
             

Adjusted book value of net assets acquired

        928,226     

Adjustments to:

       

 House and land inventory

        (410,000  

 Tradenames

        110,000     

 Backlog

        8,000     

 Debt

        188,927     

Excess purchase price (goodwill)

        690,104     
             

Total purchase price

      $ 1,515,257     
             

Pulte has not yet finalized its detailed valuation analyses necessary to determine the fair value of the Centex assets to be acquired and liabilities to be assumed and the related allocations of purchase price. For the purposes of the pro forma financial statements, Pulte has made a preliminary estimate of the fair value for certain of the assets and liabilities for which sufficient information was available. These items include inventory, tradenames, backlog, and senior notes, and their estimated fair values have been based on the following methodology:

 

   

House and Land Inventory:  Pulte determined the preliminary estimate of fair value of inventory primarily using a discounted cash flow model. These estimated cash flows are significantly impacted by estimates related to expected average selling prices and sales incentives, expected sales paces and cancellation rates, expected land development and construction timelines, and anticipated land development, construction, and overhead costs. Such estimates must be made for each individual community and may vary significantly between communities. Due to the preliminary nature of these estimates combined with uncertainties in the estimation process, the significant volatility in demand for new housing, and the long life cycles of many communities, actual results could differ significantly from such estimates. Pulte’s determination of fair value also required discounting the estimated cash flows at a rate commensurate with the inherent risks associated with each of the assets and related estimated cash flow streams. The discount rate used in determining each community’s fair value depended on the stage of development of the community and other specific factors that increase or decrease the inherent risks associated with the community’s cash flow streams. For example, communities that are entitled and near completion generally require a lower discount rate than communities that are not entitled and consist of multiple phases spanning several years of development and construction activity. Discount rates used in the pro forma fair value analysis ranged from 8% to 24%, with an average discount rate of 15%.

The aggregate fair value adjustment of $(410.0) million as of June 30, 2009 relates to all components of Centex’s consolidated inventory balance of $2.9 billion. This adjustment primarily relates to land inventory, which was not impaired in the historical reporting of Centex as of June 30, 2009 primarily because the undiscounted cash flows were sufficient to recover the asset value and therefore, under Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long Lived Assets, which we refer to as SFAS 144, did not require the assets to be measured at fair value. Applying a discount rate to these cash flows results in a decrease in value due to the holding period of the asset.

 

13


Due to the significant volatility in demand for new housing that has existed in recent years and the significant uncertainty that currently exists in the U.S. economy and financial markets, the fair value of inventory to be acquired in the merger may fluctuate significantly between our preliminary estimates and the final determination after completion of the merger. The following analysis presents the sensitivity of Centex’s inventory to hypothetical changes in fair values as if these changes occurred at June 30, 2009. The ranges of changes chosen for this analysis reflect Pulte’s view of changes which are reasonably possible. Any such change would generally result in a corresponding offsetting change in the amount of goodwill.

 

    

As of

June 30,

                        2009                         

     (amounts in thousands)

Estimated fair value of inventory at June 30, 2009

   $    2,469,098

Impact of a 10% change in fair value

           246,910

Impact of a 15% change in fair value

           370,365

No adjustments have been made to the pro forma statements of operations to remove inventory impairments taken by Centex over the period. As discussed above, determining the fair value of inventory in the homebuilding industry is complicated and relies significantly on management judgments and estimates regarding future market conditions and the operating performance of individual communities over extended periods, which can range to over ten years. While Pulte has estimated the fair value of inventory at June 30, 2009, insufficient information is available to perform a similar valuation as of January 1, 2008. Additionally, any pro forma presentation of cost of sales would require removing the inventory impairments taken by Centex over the period, which were significant, performing pro forma inventory impairment analyses at different points in time during 2008 and 2009, and then determining the impact of each of the above on the average per lot cost attributable to units sold during 2008 and 2009. Because Centex’s inventory impairment analyses involve both undiscounted and fair value analyses as required by SFAS 144, any such pro forma impairment analyses would be complex and influenced by market conditions and management’s judgments and estimates. Given the significant volatility in the demand for new housing and in both Pulte’s and Centex’s historical and expected future operating results, such a presentation in the pro forma statements of operations may not be indicative of future operating results.

 

 

Tradenames:  The fair value of tradenames was estimated using a relief-from-royalty approach. The underlying premise of this method is that the economic value of the asset is directly related to the amount and timing of the future net cash flows resulting from the asset. A hypothetical construct is used to represent what a firm would be willing to pay, in the form of a royalty fee, for example, to continue to use the asset in business operations if the firm no longer had legal ownership of the asset. Since ownership of the asset relieves the business from being required to make these payments, financial results are improved to the extent the royalty payments are avoided. The hypothetical royalties are discounted to present value and are adjusted for the present value of the hypothetical tax amortization benefit to arrive at the indication of the asset’s fair value. The hypothetical royalties are estimated based on market participant assumptions and the discount rate utilized for calculating present value represents a risk-adjusted discount rate.

 

 

Backlog:  The fair value of the backlog was estimated using an excess earnings method. The principle behind this method is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset. The incremental after-tax cash flows attributable to the subject intangible asset are then discounted to their present value (after accounting for charges on contributory assets) and are adjusted for the present value of the tax amortization benefit to arrive at the indication of the asset’s fair value. The discount rate utilized for calculating present value represents a risk-adjusted discount rate, and the charges for contributory assets are based on either the after-tax royalty rate for the asset or the fair values of the assets and their risk-adjusted discount rates. No adjustments have been made to the pro forma statement of operations for the fair value adjustments made to backlog as these adjustments are not expected to have an on-going impact on the results of operations beyond twelve months.

 

 

Senior Notes:  The fair value of the acquired Centex senior notes was estimated using a market approach. The market approach is used to estimate fair value through the analysis of recent sales of comparable liabilities with matching terms. Certain types of liabilities, such as the senior notes, trade in active secondary markets. As such, sale price information is readily available for a comparative analysis with the subject liabilities.

 

 

Fair Value Sensitivity Analysis for Senior Notes:  As of June 30, 2009, the fair value of the senior notes approximated $2.9 billion, as reflected in the pro forma financial statements. The fair value of Centex’s senior notes is sensitive to changes in interest rates and fluctuated from June 30, 2009 through the date of the merger. As of August 18, 2009, the fair value of the senior notes was approximately $3.1 billion, which would have reduced the interest expense recognized within the pro forma statements of operations by approximately $36.0 million and $72.0 million for the six months ended June 30, 2009 and year ended December 31, 2008, respectively.

 

14


The pro forma financial statements do not reflect any adjustments related to expected interest savings from retirements of debt subsequent to completion of the merger. On September 9, 2009, Pulte completed a tender offer that retired approximately $1.5 billion of combined senior notes. All of the senior notes retired were outstanding prior to the merger and consisted of approximately $1.0 billion of legacy Centex senior notes acquired with the merger and approximately $0.5 billion of legacy Pulte senior notes. The reduction of outstanding debt was contemplated with the merger as an area for cost savings. The impact of the tender offer, which was neither required by the merger nor related to the financing of the merger, has been excluded from the pro forma financial statements as it represents a discretionary decision by management regarding the optimal use of capital. Annual interest savings resulting from the overall reduction of debt since the date of the Merger Agreement, including the tender offer, Pulte’s open market repurchases completed in the second quarter of 2009, and scheduled maturities in the third quarter of 2009, is expected to approximate $130.0 million, of which approximately $13.0 million relates to scheduled maturities. Since the majority of this interest would have been capitalized to inventory and amortized through cost of sales as lots closed, the full amount of these savings will not be reflected in Pulte’s results of operations in the first year following completion of the merger.

The carrying values of current assets and liabilities, such as cash, trade receivables, accounts payable and certain accrued liabilities, approximate fair value.

For certain other acquired assets and assumed liabilities, including land option agreements, lease contracts, non-compete agreements, investments in joint ventures, property and equipment, mortgage loans, self-insured retention liabilities, and other contingent liabilities, Pulte has assumed that the carrying value approximates fair value, with the remaining unallocated purchase price being characterized as excess purchase price (goodwill). Once Pulte finalizes its purchase price allocation, these assumptions may change and estimates of fair values may change. Additionally, Pulte may identify adjustments to the pro forma statements of operations, for example, due to additional depreciation of property and equipment or amortization of identified intangible assets, or may identify additional tangible or intangible assets or liabilities that have not been included on the pro forma balance sheet, all of which could have a material impact on the pro forma financial statements.

The merger is reflected in the pro forma balance sheet as follows:

 

   

the reduction of Centex’s pre-merger net assets for transaction costs resulting in a $27.0 million reduction in cash and change in control payments resulting in a $24.0 million reduction in cash and a $4.6 million reduction in accrued and other liabilities;

 

   

the allocation of fair value for assets and liabilities resulting in a decrease of $410.0 million in house and land inventory, an increase of $110.0 million in tradenames, an increase of $8.0 million in backlog, a decrease of $12.8 million in capitalized debt issuance costs, and a decrease of $188.9 million in senior notes;

 

   

the excess purchase price over the book value of the assets acquired and liabilities assumed, which has not been allocated of $690.1 million is reflected as an asset (goodwill);

 

   

the issuance of 122.5 million shares of Pulte common stock, which increases shareholders’ equity by $1,511.0 million;

 

   

the issuance of Pulte stock options, which increases shareholders’ equity by $4.2 million; and

 

   

the acquisition and cancellation of Centex’s common stock and elimination of Centex equity, which reduces shareholders’ equity by $1,006.4 million.

The merger is reflected in the pro forma statements of operations as follows:

 

   

a reclassification of $62.3 million from equity income (loss) to Homebuilding cost of revenues for the six months ended June 30, 2009 related to the consolidation of a joint venture;

 

   

an increase of $2.8 million and $5.5 million in amortization expense for the six months ended June 30, 2009 and the year ended December 31, 2008, respectively, related to the amortization of acquired tradenames over the estimated useful life of 20 years; and

 

   

an increase of $20.0 million and $40.0 million in interest expense for the six months ended June 30, 2009 and the year ended December 31, 2008, respectively, related to the accretion of the fair value adjustment of senior notes to their value at maturity. Pro forma interest expense was determined by applying the effective interest rates of the assumed senior notes as of June 30, 2009, the aggregate average of which was 7.5%, to the fair values of such notes as of June 30, 2009 and eliminating the amortization of pre-existing debt issue costs recorded during the applicable periods.

 

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(e) Pulte Transaction Costs

Pulte estimates that its expenses for this transaction will be approximately $18.0 million, which will be reflected as an expense of Pulte in the period the expense is incurred. These costs include fees for investment banking services, legal, accounting, due diligence, tax, valuation, printing and other various services necessary to complete the transaction. These estimated expenses of Pulte are reflected in the pro forma balance sheet as of June 30, 2009 as a reduction to cash of $18.0 million and a charge to retained earnings of $18.0 million.

 

(f) Entities of Common Ownership Between Pulte and Centex

Pulte and Centex had common ownership in two land development joint ventures which historically have been reflected in each company’s respective historical consolidated financial statements under the equity method. As a result of the merger, Pulte holds greater than 50% ownership in both of these joint ventures. The pro forma financial statements have been adjusted to present the two joint ventures historically accounted for as equity method investments as consolidated subsidiaries, resulting in the following adjustments to the pro forma balance sheet:

 

     

            Adjustments            

     (amounts in thousands)    

BALANCE SHEET (As of June 30, 2009)

       

Investments in unconsolidated entities

      $ (129,706  

Cash

        21,348     

House and land inventory

        183,461     

Other assets

        26,062     
             

 Total adjustments to assets

        101,165     
             

Accounts payable

        1,227     

Accrued and other liabilities

        99,938     
             

 Total adjustments to liabilities and shareholders’ equity

      $ 101,165     
             

Both of these joint ventures represent land development agreements that had only minimal expenses. Accordingly, the pro forma statement of operations for the year ended December 31, 2008 does not reflect the impact of consolidating these entities. However, one of these entities incurred a loss of $62.3 million during the six months ended June 30, 2009, primarily related to inventory impairments. Such loss is reflected in the pro forma statement of operations for the six months ended June 30, 2009 as a reclassification from equity income (loss) from unconsolidated entities to Homebuilding: Home cost of revenues to reflect the consolidation of this entity. There were no other material transactions between Pulte and Centex during the periods presented in the pro forma financial statements that would need to be eliminated or otherwise adjusted.

 

(g) Income Taxes

During 2008, Pulte and Centex recognized tax benefits related to NOL carryback claims. At June 30, 2009, both Pulte and Centex reported a valuation allowance in their historical consolidated financial statements in regards to future tax benefits. No pro forma tax adjustments have been reflected in the pro forma financial statements as the adjustments would require an immediate reassessment of the valuation allowance, which would result in an offsetting change in the valuation allowance eliminating any tax impact on the pro forma balance sheet and pro forma statements of operations. In addition, Centex has recorded provisions for uncertain tax positions. In accordance with SFAS 141(R), income taxes are an exception to both the recognition and fair value measurement principles; they continue to be accounted for under the guidance of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes.

 

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(h) Net Loss Per Share Attributable to Pulte

The unaudited pro forma net loss per share attributable to Pulte is calculated based on the exchange of all outstanding Centex common stock for Pulte common stock. This exchange included the conversion of Centex unvested restricted stock and restricted stock units. The outstanding share information for Centex utilizes the number of common shares outstanding and information related to unvested restricted stock at June 30, 2009 and December 31, 2008. The incremental number of common shares that were issued by Pulte in the merger are 122.5 million at January 1, 2008. The weighted average shares outstanding used in the pro forma net loss per share attributable to Pulte calculations for the period are summarized below:

 

     

Six Months Ended

June 30,

2009

  

Year Ended

December 31,

2008

    

(amounts in thousands,

except per share data)

  

(amounts in thousands,

except per share data)

Net pro forma loss attributable to Pulte

      $ (1,047,431         $ (3,461,326  
                           

Basic and Diluted:

               

Pulte weighted average common shares

        254,672              253,512     

Equivalent Centex common shares after exchange

        122,546              121,702     
                           

Pro forma weighted average basic and diluted common shares

        377,218              375,214     

Basic and diluted net loss per common share attributable to Pulte

      $ (2.78         $ (9.22  

For the six months ended June 30, 2009, the loss per share for the Centex equivalent period has been calculated by dividing the equivalent loss from continuing operations by the sum of (1) the weighted average Centex common shares outstanding for the three months ended March 31, 2008 multiplied by 50% (period outstanding), and (2) the weighted average Centex common shares outstanding for the three months ended June 30, 2009 multiplied by 50% (period outstanding).

For the year ended December 31, 2008, the loss per share for the Centex equivalent period has been calculated by dividing the equivalent loss from continuing operations by the sum of (1) the weighted average Centex common shares outstanding for the three months ended March 31, 2008 multiplied by 25% (period outstanding), and (2) the weighted average Centex common shares outstanding for the nine months ended December 31, 2008 multiplied by 75% (period outstanding).

 

(i) Stock Options

Pursuant to the terms and conditions of the Merger Agreement, vested and unvested Centex stock options were converted into vested options to purchase shares of Pulte common stock with the same terms and conditions as the applicable Centex stock options, except that (i) the exercise period following certain terminations of employment was extended for stock options granted with an exercise price less than $40.00 per share and (ii) the number of shares of stock subject to the option and the exercise price was adjusted to reflect the exchange ratio. To determine the amount to be included in the purchase consideration, Pulte will value the options to purchase shares of its common stock using the same terms as the Centex stock options being converted. As noted above, certain stock options to purchase shares of Pulte common stock had a longer exercise period following certain terminations of employment than the original Centex option, which impacted the fair value of the option on the merger date. The incremental value by which the fair value of the options to purchase Pulte common stock exceeds the fair value of Centex stock options will be treated as post-merger compensation expense and will be recognized over the implied service period. The valuation of the incremental fair value attributable to this change in exercise period has not been finalized and thus has not been reflected in the pro forma financial statements.

At the merger announcement date, the majority of the Centex stock options were deep out of the money, which implies that there may be a derived service period because the employee may be required to provide service for some period to obtain value from the award. Therefore, a portion of the fair value of Centex stock options, along with the incremental value by which the fair value of the options to purchase Pulte common stock exceeds the fair value of the Centex stock options, may need to be recognized in the post-merger period over the derived service period. These amounts have not been finalized and thus have not been reflected in the pro forma financial statements. The portion of the fair value of Centex stock options that may need to be recognized in the post-merger period is not expected to be material to the pro forma financial statements.

 

(j) Cash and Equivalents

Cash and equivalents includes amounts related to cash with certain restrictions pursuant to insurance-related regulatory requirements, customer deposits that are temporarily restricted in accordance with regulatory requirements, and required cash balances for secured financing arrangements. Of the total cash and equivalents balance at June 30, 2009, approximately $69.8 million was believed to be legally restricted as to withdrawal or usage. Cash and equivalents also included $795.4 million maintained in liquidity reserve accounts in connection with Pulte and Centex’s revolving credit facilities. Pulte and Centex were required to maintain such liquidity reserve accounts due to the failure to satisfy the interest coverage tests as set forth in their respective revolving credit facility agreements. While Pulte and Centex’s access to and utilization of such funds was not restricted, failure to maintain sufficient balances within the liquidity reserve accounts could have restricted Pulte and Centex’s ability to utilize their respective revolving credit facilities. As a result of the merger, the amount required to be maintained in the liquidity reserve accounts will be based on Pulte’s consolidated interest coverage ratio.

 

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