Overview



Favorable demographic and economic conditions, combined with the recently
improving affordability of housing, have supported the ongoing recovery in U.S.
new home sales that began in 2012. In recent years, we have made significant
investments to acquire and develop land inventory and open new communities. We
have grown our investment in the business in a disciplined manner by emphasizing
smaller projects and working to shorten our years of owned land supply,
including increasing the use of land option agreements, which now account for
41% of our controlled lots as compared with 11% at the beginning of 2012. We
have also focused our land investments on closer-in locations where we think
demand is more sustainable when the market ultimately moderates. We have
accepted the trade-off of having to pay more for certain land positions where we
can be more confident in future performance. The combination of favorable demand
conditions, our investments in new communities, strategic pricing, and
construction efficiencies resulted in growth in our revenues each year during
the period from 2012 to 2019.

We entered 2019 in the midst of an industry-wide softening in demand that began
in mid-2018. To varying degrees, the slowdown occurred across all major buyer
groups and substantially all of our geographies. This slowdown was correlated
with an increase in mortgage interest rates, which contributed to ongoing
affordability challenges confronting many prospective buyers. As a result, we
entered 2019 with a smaller backlog than the year before. However, demand
improved in mid-2019 as we experienced increased traffic to our communities and
higher new order volume relative to the same period in 2018. The improvement
continued through the remainder of 2019, especially among first-time buyers, in
part due to improving affordability driven by increasing wages, slower price
appreciation, and a decline in mortgage interest rates. Based on these favorable
economic factors and our investments in new communities, we were able to
generate a 9% increase in new orders and a 20% increase in ending backlog in
2019 compared with 2018. While the slow start to 2019 resulted in our full year
closings and home sale revenues each increasing only 1% over 2018, we still
delivered higher earnings per share in 2019 compared with 2018.

We believe that the actions we have taken over the past few years to shorten the
duration of our land inventory, increase our use of land option agreements, and
drive daily execution of our business while maintaining a conservative financial
position allow us to operate effectively in most economic conditions.
Additionally, our overall financial condition continues to support investing in
the business while returning excess capital to shareholders, including
completion of the following capital activities in 2019:

• Continued to invest in new communities, as reflected in the increase to


       863 average active communities;


•      Acquired the homebuilding operations of American West located in Las
       Vegas, Nevada, for $163.7 million;

• Increased our quarterly dividend by 9% to $0.12 per share;

• Repurchased $274.3 million of common shares;

• Increased our share repurchase authorization by $500.0 million; and

• Completed a tender offer to retire $274.0 million of our unsecured senior


       notes maturing in 2021.



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The following tables and related discussion set forth key operating and
financial data for our Homebuilding and Financial Services operations as of and
for the fiscal years ended December 31, 2019 and 2018. For similar operating and
financial data and discussion of our fiscal 2018 results compared to our
fiscal 2017 results, refer to Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" under Part II of our annual
report on Form 10-K for the fiscal year ended December 31, 2018, which was filed
with the SEC on January 31, 2019.

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


                                       Years Ended December 31,
                                         2019            2018
Income before income taxes:
Homebuilding                        $  1,236,261     $ 1,288,804
Financial Services                       103,315          58,736
Income before income taxes             1,339,576       1,347,540
Income tax expense                      (322,876 )      (325,517 )
Net income                          $  1,016,700     $ 1,022,023
Per share data - assuming dilution:
Net income                          $       3.66     $      3.55

• Homebuilding income before income taxes remained strong in 2019.

Homebuilding income before income taxes also reflected the following


        significant income (expense) items ($000's omitted):


                                                               2019            2018
Land inventory impairments (see   Note Home sale cost of   $    (8,617 )   $   (70,965 )
2  )                                       revenues
Warranty claim (see   Note 11  )       Home sale cost of       (14,800 )             -
                                           revenues

Net realizable value adjustments Land sale cost of (5,368 )

    (11,489 )
("NRV") - land held for sale (see          revenues
  Note 2  )
California land sale gains (see   Note     Land sale                 -      

26,401


3  )                                    revenues / cost
                                          of revenues

Insurance reserve adjustments (see Selling, general, 49,437

35,873


  Note 11  )                                  and
                                        administrative
                                           expenses

Write-offs of insurance receivables Selling, general, (22,617 )


         -
(see   Note 11  )                             and
                                        administrative
                                           expenses
Write-offs of deposits and              Other expense,         (13,116 )       (16,992 )
pre-acquisition costs (see   Note 2  )        net
                                                           $   (15,081 )   $   (37,172 )

For additional information on the above, see the applicable Notes to the Consolidated Financial Statements.

• The increase in Financial Services income in 2019 compared with 2018 was

primarily the result of higher volumes, which largely resulted from an

improved capture rate and margin per loan, as well as a $16.1 million


        increase in loan origination liabilities in 2018 (see   Note 11  ).
        Interest rates generally declined during 2019, which led to a less
        competitive mortgage environment contributing to improved capture rate
        and higher gains from sales of mortgages.



•       Our effective tax rate was 24.1% and 24.2%, for 2019 and 2018,
        respectively (see   Note 8  ).



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Homebuilding Operations

The following is a summary of income before income taxes for our Homebuilding operations ($000's omitted):


                                                         Years Ended December 31,
                                              2019          FY 2019 vs. FY 2018         2018
Home sale revenues                       $   9,915,705                    1  %     $   9,818,445
Land sale and other revenues (a)                62,821                  (62 )%           164,504
Total Homebuilding revenues                  9,978,526                    -  %         9,982,949
Home sale cost of revenues (b)              (7,628,700 )                  1  %        (7,540,937 )
Land sale cost of revenues (a) (c)             (56,098 )                (56 )%          (126,560 )
Selling, general, and administrative
expenses ("SG&A") (d)                       (1,044,337 )                  3  %        (1,012,023 )
Other expense, net (e)                         (13,130 )                (10 )%           (14,625 )
Income before income taxes               $   1,236,261                   (4 )%     $   1,288,804
Supplemental data:
Gross margin from home sales (b)                  23.1 %           (10) bps                 23.2 %
SG&A % of home sale revenues (d)                  10.5 %             20 bps                 10.3 %
Closings (units)                                23,232                    1  %            23,107
Average selling price                    $         427                    0  %     $         425
Net new orders:
Units                                           24,977                    9  %            22,833
Dollars                                  $  10,615,363                   10  %     $   9,675,529
Cancellation rate                                   14 %                                      14 %
Average active communities                         863                    4  %               832
Backlog at December 31:
Units                                           10,507                   20  %             8,722
Dollars                                  $   4,535,805                   18  %     $   3,836,147

(a) Includes net gains of $26.4 million related to two land sale transactions


        in California in 2018 (see   Note 3  ).


(b)     Includes the amortization of capitalized interest; land inventory
        impairments of $8.6 million and $71.0 million in 2019 and 2018,

respectively (see Note 2 ); and warranty charges of $14.8 million


        related to a closed-out community in 2019 (see   Note 11  ).


(c)     Includes net realizable value adjustments on land held for sale of $5.4
        million and $11.5 million in 2019 and 2018, respectively (see   Note
        2  ).

(d) Includes insurance reserve reversals of $49.4 million and $35.9 million

in 2019 and 2018, respectively, and write-offs of insurance receivables


        of $22.6 million in 2019 (see   Note 11  ).


(e)     See "Other expense, net" for a table summarizing significant items (see
          Note 1  ).




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Home sale revenues



Home sale revenues for 2019 were higher than 2018 by $97.3 million, or 1%. The
increase was attributable to a 1% increase in closings. The increase in revenues
is attributable to an improved demand environment in the majority of our markets
starting in mid-2019 substantially offset by lower revenues in our Northern
California Division, which reflects the completion, or near completion, of
several high-performing communities combined with moderating demand in that
market.

Home sale gross margins



Home sale gross margins were 23.1% in 2019, compared with 23.2% in 2018. Our
results in 2019 and 2018 include the effect of the aforementioned land inventory
impairments totaling $8.6 million and $71.0 million, respectively. Excluding
such impairments, gross margins remained strong in both 2019 and 2018 relative
to historical levels and reflect a combination of factors, including shifts in
community mix and the aforementioned warranty charge of $14.8 million in 2019
related to a closed-out community in the Southeast. The pricing environment in
many of our markets allowed us to effectively manage pressure in house and land
costs, though sales discounts have increased moderately in response to the
affordability issues faced by homebuyers and our increased use of speculative
inventory. Amortized interest costs increased in dollar terms but remained
consistent with the prior year as a percentage of revenue at 1.8%.

Land sale and other revenues



We periodically elect to sell parcels of land to third parties in the event such
assets no longer fit into our strategic operating plans or are zoned for
commercial or other development. Land sale revenues and their related gains or
losses vary between periods, depending on the timing of land sales and our
strategic operating decisions. Land sales contributed net gains of $6.7 million
and $37.9 million in 2019 and 2018, respectively. The gains in 2018 resulted
primarily from two land sale transactions in California that contributed $26.4
million.

SG&A

SG&A as a percentage of home sale revenues was 10.5% and 10.3% in 2019 and 2018,
respectively. The gross dollar amount of our SG&A increased $32.3 million, or
3%, in 2019 compared with 2018. The increase is primarily attributable to higher
headcount as order volumes increased in the second half of 2019, increased
information technology spend, operating costs associated with the American West
transaction, higher model home costs, and insurance receivable write-offs of
$22.6 million in 2019 in connection with policy settlement negotiations with
certain of our carriers (see   Note 11  ).

Other expense, net

Other expense, net includes the following ($000's omitted):


                                                           2019             

2018

Write-offs of deposits and pre-acquisition costs


  (Note 2)                                            $     (13,116 )   $     (16,992 )
Loss on debt retirement (  Note 5  )                         (4,927 )             (76 )
Amortization of intangible assets   (Note 1)                (14,200 )         (13,800 )
Interest income                                              16,739             7,593
Interest expense                                               (584 )            (618 )
Equity in earnings (loss) of unconsolidated entities
(  Note 4  )                                                    747             2,690
Miscellaneous, net                                            2,211             6,578
Total other expense, net                              $     (13,130 )   $     (14,625 )




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Net new orders



Net new orders in units increased 9% in 2019 compared with 2018. The increase
resulted from the higher number of active communities, which increased 4% to 863
in 2019, and a strengthening market in the back half of 2019. Net new orders in
dollars increased by 10% compared with 2018. The increase is a result of
improved demand which began in the second quarter of 2019 and continued through
the remainder of the year, especially among first-time buyers, in part due to
improving affordability driven by increasing wages, slower price appreciation,
and a decline in mortgage interest rates. The cancellation rate (canceled orders
for the period divided by gross new orders for the period) remained stable in
2019 at 14%. Ending backlog units, which represent orders for homes that have
not yet closed, increased 20% as measured in units and 18% as measured in
dollars at December 31, 2019 compared with December 31, 2018. The increase is
primarily attributable to increased demand relating to the continued strength in
the housing market.

Homes in production

The following is a summary of our homes in production at December 31, 2019 and
2018:
                      2019      2018
Sold                  7,423     6,245
Unsold
Under construction    2,672     2,531
Completed               685       715
                      3,357     3,246
Models                1,342     1,216
Total                12,122    10,707



The number of homes in production at December 31, 2019 was 13% higher compared
to December 31, 2018. The increase in homes under production resulted primarily
from the higher backlog.

Controlled lots

The following is a summary of our lots under control at December 31, 2019 and
2018:
                        December 31, 2019                    December 31, 2018
                 Owned     Optioned    Controlled     Owned     Optioned    Controlled
Northeast        4,999       4,240         9,239      5,813       3,694         9,507
Southeast       16,174      12,802        28,976     15,800      11,806        27,606
Florida         20,281      17,802        38,083     18,652      15,855        34,507
Midwest         10,016      12,027        22,043     10,097      11,883        21,980
Texas           16,256      10,573        26,829     14,380      11,035        25,415
West            25,633       7,459        33,092     24,788       5,774        30,562
Total           93,359      64,903       158,262     89,530      60,047       149,577

Developed (%)       39 %        22 %          32 %       39 %        21 %          32 %



Of our controlled lots, 93,359 and 89,530 were owned and 64,903 and 60,047 were
under land option agreements at December 31, 2019 and 2018, respectively. While
competition for well-positioned land is robust, we continue to pursue strategic
land investments that we believe can achieve appropriate risk-adjusted returns
on invested capital. The remaining purchase price under our land option
agreements totaled $3.2 billion at December 31, 2019. These land option
agreements generally may be canceled at our discretion and in certain cases
extend over several years. Our maximum exposure related to these land option
agreements is generally limited to our deposits and pre-acquisition costs, which
totaled $299.4 million, of which $11.0 million is refundable, at December 31,
2019.


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Homebuilding Segment Operations



Our homebuilding operations represent our core business. Homebuilding offers a
broad product line to meet the needs of homebuyers in our targeted markets. As
of December 31, 2019, we conducted our operations in 42 markets located
throughout 23 states. For reporting purposes, our Homebuilding operations are
aggregated into six reportable segments:

Northeast:   Connecticut, Maryland, Massachusetts, New Jersey, Pennsylvania, Virginia
Southeast:   Georgia, North Carolina, South Carolina, Tennessee
Florida:     Florida
Midwest:     Illinois, Indiana, Kentucky, Michigan, Minnesota, Ohio
Texas:       Texas
West:        Arizona, California, Nevada, New Mexico, Washington

We also have a reportable segment for our financial services operations, which consist principally of mortgage banking and title operations. The Financial Services segment operates generally in the same markets as the Homebuilding segments.






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The following table presents selected financial information for our reportable
Homebuilding segments:

                                              Operating Data by Segment ($000's omitted)
                                                       Years Ended December 31,
                                                             FY 2019 vs. FY
                                             2019                 2018                2018
Home sale revenues:
Northeast                            $         771,349                 (3 )%    $       795,211
Southeast                                    1,673,670                 (4 )%          1,740,239
Florida                                      2,068,422                  8  %          1,911,537
Midwest                                      1,485,370                  -  %          1,492,572
Texas                                        1,384,533                  7  %          1,296,183
West                                         2,532,361                 (2 )%          2,582,703
                                     $       9,915,705                  1  %    $     9,818,445
Income before income taxes (a):
Northeast                            $         116,221                292  %    $        29,629
Southeast (b)                                  175,763                (13 )%            202,639
Florida                                        309,596                  7  %            289,418
Midwest                                        184,438                  3  %            179,568
Texas                                          195,751                  1  %            193,946
West (c)                                       386,361                (25 )%            511,828
Other homebuilding (d)                        (131,869 )              (12 )%           (118,224 )
                                     $       1,236,261                 (4 )%    $     1,288,804
Closings (units):
Northeast                                        1,443                 (7 )%              1,558
Southeast                                        3,982                 (6 )%              4,220
Florida                                          5,045                  6  %              4,771
Midwest                                          3,583                 (4 )%              3,716
Texas                                            4,528                  8  %              4,212
West                                             4,651                  -  %              4,630
                                                23,232                  1  %    $        23,107
Average selling price:
Northeast                            $             535                  5  %    $           510
Southeast                                          420                  2  %                412
Florida                                            410                  2  %                401
Midwest                                            415                  3  %                402
Texas                                              306                 (1 )%                308
West                                               544                 (3 )%                558
                                     $             427                  0  %    $           425


(a) Includes land-related charges as summarized in the following land-related

charges table (see Note 2 ).

(b) Southeast includes a warranty charge of $14.8 million in 2019 related to

a closed-out community (see Note 11 ).

(c) Includes gains of $26.4 million related to two land sale transactions in

California in 2018.


(d)     Other homebuilding includes the amortization of intangible assets,
        amortization of capitalized interest, and other items not allocated to
        the operating segments. Also includes: write-off of $22.6 million of

insurance receivables associated with the resolution of certain insurance

matters in 2019; insurance reserve reversals of $49.4 million and$35.9


        million in 2019 and 2018, respectively (see   Note 11  ).



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



                                              Operating Data by Segment ($000's omitted)
                                                       Years Ended December 31,
                                                             FY 2019 vs. FY
                                            2019                  2018                 2018
Net new orders - units:
Northeast                                        1,562                   3 %                1,516
Southeast                                        4,237                   3 %                4,114
Florida                                          5,462                  10 %                4,982
Midwest                                          3,721                   2 %                3,631
Texas                                            4,886                  14 %                4,278
West                                             5,109                  18 %                4,312
                                                24,977                   9 %               22,833
Net new orders - dollars:
Northeast                           $          861,234                   8 %    $         799,373
Southeast                                    1,758,110                   2 %            1,721,103
Florida                                      2,246,631                  11 %            2,029,999
Midwest                                      1,548,927                   4 %            1,492,453
Texas                                        1,489,188                  12 %            1,332,598
West                                         2,711,273                  18 %            2,300,003
                                    $       10,615,363                  10 %    $       9,675,529
Cancellation rates:
Northeast                                           11 %                                       10 %
Southeast                                           11 %                                       12 %
Florida                                             12 %                                       13 %
Midwest                                             12 %                                       12 %
Texas                                               17 %                                       19 %
West                                                16 %                                       17 %
                                                    14 %                                       14 %
Unit backlog:
Northeast                                          589                  25 %                  470
Southeast                                        1,865                  16 %                1,610
Florida                                          2,306                  22 %                1,889
Midwest                                          1,540                  10 %                1,402
Texas                                            1,850                  24 %                1,492
West                                             2,357                  27 %                1,859
                                                10,507                  20 %                8,722
Backlog dollars:
Northeast                           $          347,696                  35 %    $         257,812
Southeast                                      783,469                  12 %              699,030
Florida                                        978,261                  22 %              800,051
Midwest                                        651,977                  11 %              588,420
Texas                                          590,868                  22 %              486,212
West                                         1,183,534                  18 %            1,004,622
                                    $        4,535,805                  18 %    $       3,836,147




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The following table presents additional selected financial information for our reportable Homebuilding segments:


                                  Operating Data by Segment ($000's omitted)
                                           Years Ended December 31,
                                               2019                            2018
Land-related charges*:
Northeast                $               1,122                               $ 74,488
Southeast                               15,697                                  8,140
Florida                                  2,811                                  1,166
Midwest                                  2,581                                  7,361
Texas                                    1,151                                  1,204
West                                     2,568                                  5,159
Other homebuilding                       1,171                                  1,928
                         $              27,101                               $ 99,446



*       Land-related charges include land impairments, net realizable value
        adjustments for land held for sale, and write-offs of deposits and
        pre-acquisition costs. Other homebuilding consists primarily of

write-offs of capitalized interest resulting from land-related charges.


        See   Notes 2   and   3   to the Consolidated Financial Statements for
        additional discussion of these charges.


Northeast:



For 2019, Northeast home sale revenues decreased 3% compared with 2018 due to a
7% decrease in closings, partially offset by a 5% increase in average selling
price, reflecting lower results in the Northeast Corridor. The increased income
before income taxes resulted primarily from the $74.5 million of land charges
taken in 2018. Net new orders increased 3%, which is attributable primarily to
New England and Mid-Atlantic.

Southeast:



For 2019, Southeast home sale revenues decreased 4% compared with 2018 due to a
6% decrease in closings partially offset by a 2% increase in average selling
price. The decrease in closings and increase in average selling price occurred
across substantially all of our markets. Income before income taxes decreased
13% primarily as a result of lower gross margin, which stemmed partly from
charges of $14.8 million related to estimated costs to complete repairs in a
closed-out community. Net new orders increased 3%, which is attributable to a
majority of our markets.

Florida:



For 2019, Florida home sale revenues increased 8% compared with 2018 due to a 6%
increase in closings combined with a 2% increase in average selling price. The
increase in closings and average selling price were attributable to the majority
of our markets. The increased income before income taxes for 2019 resulted
primarily from higher revenues and improved gross margin. Net new orders
increased 10%, which is attributable to all of our markets.

Midwest:



For 2019, Midwest home sale revenues decreased slightly compared with the prior
year period due to a 4% decrease in closings partially offset by a 3% increase
in the average selling price. The decrease in closings occurred across the
majority of our markets while the increase in average selling price occurred
across the majority of our markets. Income before income taxes increased 3%
primarily as a result of improved gross margins. Net new orders increased 2%
across the majority of our markets.


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Texas:



For 2019, Texas home sale revenues increased 7% compared with the prior year
period due to an 8% increase in closings partially offset by a 1% decrease in
the average selling price. The increase in closings occurred in all of our
markets except Houston. Houston closings were impacted by the timing of new
communities as overall demand remains strong. Income before income taxes
increased slightly as a result of higher closings offset by lower margins
compared to 2018. Net new orders increased 14%, which is attributable to all of
our markets.

West:

For 2019, West home sale revenues decreased 2% compared with the prior year
period due to a 3% decrease in the average selling price partially offset by a
slight increase in closings. The decreased revenues were concentrated in
Northern California, which resulted from the completion, or near completion, of
several high performing communities combined with moderating demand in that
market. Income before income taxes decreased 25% primarily as the result of
lower volumes and profitability in Northern California in 2019 as well as two
significant land sale gains totaling $26.4 million in 2018. Net new orders
increased by 18% in 2019 compared with 2018 with significant increases in Las
Vegas, which benefited from the American West acquisition in April 2019, and
Arizona.

Financial Services Operations

We conduct our Financial Services operations, which include mortgage banking,
title, and insurance brokerage operations, through Pulte Mortgage and other
subsidiaries. In originating mortgage loans, we initially use our own funds,
including funds available pursuant to credit agreements with third parties.
Substantially all of the loans we originate are sold in the secondary market
within a short period of time after origination, generally within 30 days. We
also sell the servicing rights for the loans we originate through fixed price
servicing sales contracts to reduce the risks and costs inherent in servicing
loans. This strategy results in owning the loans and related servicing rights
for only a short period of time. Operating as a captive business model primarily
targeted to supporting our Homebuilding operations, the business levels of our
Financial Services operations are highly correlated to Homebuilding. Our
Homebuilding customers continue to account for substantially all loan
production. We believe that our capture rate, which represents loan originations
from our Homebuilding operations as a percentage of total loan opportunities
from our Homebuilding operations, excluding cash closings, is an important
metric in evaluating the effectiveness of our captive mortgage business model.
The following table presents selected financial information for our Financial
Services operations ($000's omitted):

                                                Years Ended December 31,
                                      2019         FY 2019 vs. FY 2018        2018
Mortgage revenues                 $   169,917                14  %        $   149,642
Title services revenues                51,836                13  %             45,865
Insurance brokerage commissions        12,678                28  %          

9,875

Total Financial Services revenues     234,431                14  %            205,382
Expenses                             (130,770 )             (11 )%           (147,422 )
Other income, net                        (346 )            (145 )%                776
Income before income taxes        $   103,315                76  %        $    58,736
Total originations:
Loans                                  15,821                 9  %             14,464
Principal                         $ 4,976,973                12  %        $ 4,456,360





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                                 Years Ended December 31,
                                   2019            2018
Supplemental data:
Capture rate                          82.4 %          76.2 %
Average FICO score                     751             752
Loan application backlog      $  2,804,017     $ 2,012,340
Funded origination breakdown:
Government (FHA, VA, USDA)              20 %            20 %
Other agency                            71 %            68 %
Total agency                            90 %            88 %
Non-agency                              10 %            12 %
Total funded originations              100 %           100 %


Revenues

Total Financial Services revenues during 2019 increased 14% compared with 2018.
The increase occurred primarily as the result of higher volumes, which largely
resulted from an improved capture rate and improved margin per loan. Interest
rates generally declined during 2019, which led to a less competitive mortgage
environment contributing to improved capture rate and higher gains from sales of
mortgages.

Income before income taxes



The increase in income before income taxes for 2019 as compared with 2018 was
due primarily to higher volume, higher revenue per loan, and improved expense
leverage. Additionally, 2018 included a $16.1 million increase in loan
origination liabilities (see   Note 11  ).

Income Taxes

Our effective tax rate was 24.1% and 24.2% for 2019 and 2018, respectively. Each year's rate differs from the federal statutory rate primarily due to state income tax expense.

Liquidity and Capital Resources



We finance our land acquisition, development, and construction activities and
financial services operations using internally-generated funds supplemented by
credit arrangements with third parties and capital market financing. We
routinely monitor current and expected operational requirements and financial
market conditions to evaluate accessing other available financing sources,
including revolving bank credit and securities offerings.

At December 31, 2019, we had unrestricted cash and equivalents of $1.2 billion,
restricted cash balances of $33.5 million, and $737.2 million available under
our revolving credit facility. We follow a diversified investment approach for
our cash and equivalents by maintaining such funds with a broad portfolio of
banks within our group of relationship banks in high quality, highly liquid,
short-term deposits and investments.

We retired outstanding debt totaling $310.0 million and $82.8 million during
2019 and 2018, respectively. Our ratio of debt-to-total capitalization,
excluding our Financial Services debt, was 33.6%, which is within our targeted
range of 30.0% to 40.0%, at December 31, 2019.

Unsecured senior notes

During 2019, we completed a tender offer to retire $274.0 million of our unsecured senior notes maturing in 2021. At December 31, 2019, we had $2.7 billion of unsecured senior notes outstanding with no repayments due until March 2021 when $426.0 million of notes are scheduled to mature.


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Other notes payable



Certain of our local homebuilding operations are party to non-recourse and
limited recourse collateralized notes payable with third parties that totaled
$53.4 million at December 31, 2019. These notes have maturities ranging up to
three years, are secured by the applicable land positions to which they relate,
have no recourse to any other assets, and are classified within notes payable.

Revolving credit facility



In June 2018, we entered into the Second Amended and Restated Credit Agreement
("Revolving Credit Facility"), which matures in June 2023. The Revolving Credit
Facility has a maximum borrowing capacity of $1.0 billion and contains an
uncommitted accordion feature that could increase the capacity to $1.5 billion,
subject to certain conditions and availability of additional bank commitments.
The Revolving Credit Facility also provides for the issuance of letters of
credit that reduce the available borrowing capacity under the Revolving Credit
Facility, with a sublimit of $500.0 million at December 31, 2019. The interest
rate on borrowings under the Revolving Credit Facility may be based on either
the London Interbank Offered Rate ("LIBOR") or a base rate plus an applicable
margin, as defined therein. We had no borrowings outstanding and $262.8 million
and $239.4 million of letters of credit issued under the Revolving Credit
Facility at December 31, 2019 and 2018, respectively.

The Revolving Credit Facility contains financial covenants that require us to
maintain a minimum Tangible Net Worth, a minimum Interest Coverage Ratio, and a
maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving
Credit Facility). As of December 31, 2019, we were in compliance with all
covenants. Outstanding balances under the Revolving Credit Facility are
guaranteed by certain of our wholly-owned subsidiaries. Our available and unused
borrowings under the Revolving Credit Facility, net of outstanding letters of
credit, amounted to $737.2 million and $760.6 million as of December 31, 2019
and 2018, respectively.

Pulte Mortgage

Pulte Mortgage provides mortgage financing for the majority of our home closings
by utilizing its own funds and funds made available pursuant to credit
agreements with third parties. Pulte Mortgage uses these resources to finance
its lending activities until the loans are sold in the secondary market, which
generally occurs within 30 days.

Pulte Mortgage maintains a master repurchase agreement with third party lenders.
In August 2019, Pulte Mortgage entered into an amended and restated repurchase
agreement (the "Repurchase Agreement") to extend the termination date to July
2020. The maximum aggregate commitment was $375.0 million during the seasonally
high borrowing period from December 26, 2019 through January 13, 2020. At all
other times, the maximum aggregate commitment ranges from $220.0 million to
$270.0 million. The purpose of the changes in capacity during the term of the
agreement is to lower associated fees during seasonally lower volume periods of
mortgage origination activity. Borrowings under the Repurchase Agreement are
secured by residential mortgage loans available-for-sale. The Repurchase
Agreement contains various affirmative and negative covenants applicable to
Pulte Mortgage, including quantitative thresholds related to net worth, net
income, and liquidity. Pulte Mortgage had $326.6 million and $348.4 million
outstanding under the Repurchase Agreement at December 31, 2019, and 2018,
respectively, and was in compliance with its covenants and requirements as of
such dates.

Share repurchase program

We repurchased 8.4 million, and 10.9 million shares in 2019 and 2018,
respectively, for a total of $274.3 million and $294.6 million in 2019 and 2018,
respectively, under this program. In 2018, our Board of Directors authorized a
$500.0 million share repurchase program and approved an increase of $500.0
million in May 2019. At December 31, 2019, we had remaining authorization to
repurchase $525.5 million of common shares.

Dividends

Our declared quarterly cash dividends totaled $124.4 million and $108.5 million in 2019 and 2018, respectively.


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Cash flows

Operating activities

Our net cash provided by operating activities in 2019 was $1.1 billion, compared
with net cash provided by operating activities of $1.4 billion in 2018.
Generally, the primary drivers of our cash flow from operations are
profitability and changes in inventory levels and residential mortgage loans
available-for-sale. Our positive cash flow from operations for 2019 was
primarily due to our net income of $1.0 billion, which included non-cash
land-related charges of $27.1 million and $105.4 million of deferred income tax
expense. These factors were partially offset by a net increase in inventories of
$237.7 million and a $48.3 million increase in residential mortgage loans
available-for-sale.

Our positive cash flow from operations for 2018 was primarily due to our net
income of $1.0 billion, which included non-cash land-related charges of $99.4
million and $362.8 million of deferred income tax expense, supplemented by a
$107.3 million reduction in residential mortgage loans available-for-sale. These
factors were partially offset by a net increase in inventories of $50.4 million
resulting from higher levels of spec inventory.

Investing activities



Net cash used in investing activities totaled $226.2 million in 2019, compared
with $41.9 million in 2018. The 2019 cash outflows primarily reflect our
acquisition of American West in April 2019 for $163.7 million as well as $58.1
million related to our ongoing capital expenditures in new communities and
information technology applications. The use of cash from investing activities
in 2018 was primarily due to $59.0 million of capital expenditures for new
community openings combined with expenditures on information technology
applications.

Financing activities



Net cash used in financing activities was $733.6 million in 2019 compared with
$580.3 million during 2018. The net cash used in financing activities for 2019
resulted primarily from the repurchase of 8.4 million common shares for $274.3
million under our repurchase authorization, repayments of debt of $310.0
million, and cash dividends of $122.4 million.

Net cash used in financing activities for 2018 resulted primarily from the
repurchase of 10.9 million common shares for $294.6 million under our repurchase
authorization, repayments of debt of $82.8 million, cash dividends of $104.0
million, and net repayments of $89.4 million under the Repurchase Agreement
related to the aforementioned decrease in residential mortgage loans
available-for-sale.

Inflation



We, and the homebuilding industry in general, may be adversely affected during
periods of inflation because of higher land and construction costs. Inflation
may also increase our financing costs. In addition, higher mortgage interest
rates affect the affordability of our products to prospective homebuyers. While
we attempt to pass on to our customers increases in our costs through increased
sales prices, market forces may limit our ability to do so. If we are unable to
raise sales prices enough to compensate for higher costs, or if mortgage
interest rates increase significantly, our revenues, gross margins, and net
income could be adversely affected.

Seasonality



Although significant changes in market conditions have impacted our seasonal
patterns in the past and could do so again, we historically experience
variability in our quarterly results from operations due to the seasonal nature
of the homebuilding industry. We generally experience increases in revenues and
cash flow from operations during the fourth quarter based on the timing of home
closings. This seasonal activity increases our working capital requirements in
our third and fourth quarters to support our home production and loan
origination volumes. As a result of the seasonality of our operations, our
quarterly results of operations are not necessarily indicative of the results
that may be expected for the full year.


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Contractual Obligations and Commercial Commitments



The following table summarizes our payments under contractual obligations as of
December 31, 2019:

                                                       Payments Due by Period
                                                          ($000's omitted)
                                2020         2021-2022       2023-2024      After 2024         Total
Contractual obligations:
Notes payable (a)           $  176,435     $   739,009     $   271,250     $ 3,016,853     $ 4,203,547
Operating lease obligations     18,995          39,128          28,983          22,476         109,582
Total contractual
obligations (b)             $  195,430     $   778,137     $   300,233

$ 3,039,329 $ 4,313,129

(a) Represents principal and interest payments related to our senior notes


        and limited recourse collateralized financing arrangements.


(b)     We do not have any payments due in connection with capital lease or
        long-term purchase obligations.



We are subject to certain obligations associated with entering into contracts
(including land option contracts) for the purchase, development, and sale of
real estate in the routine conduct of our business. Option contracts for the
purchase of land enable us to defer acquiring portions of properties owned by
third parties and unconsolidated entities until we have determined whether to
exercise our option, which may serve to reduce our financial risks associated
with long-term land holdings. At December 31, 2019, we had $299.4 million of
deposits and pre-acquisition costs, of which $11.0 million is refundable,
relating to option agreements to acquire 64,903 lots with a remaining purchase
price of $3.2 billion. We expect to acquire the majority of such land within the
next three years.

We are currently under examination by various taxing jurisdictions and
anticipate finalizing the examinations with certain jurisdictions within the
next twelve months. The final outcome of these examinations is not yet
determinable. The statute of limitations for our major tax jurisdictions remains
open for examination for tax years 2015 to 2019. At December 31, 2019, we had
$40.3 million of gross unrecognized tax benefits and $6.5 million of related
accrued interest and penalties.

The following table summarizes our other commercial commitments as of
December 31, 2019:
                                                     Amount of Commitment Expiration by Period
                                                                 ($000's omitted)
                                    2020             2021-2022         2023-2024        After 2024          Total
Other commercial
commitments:
Guarantor credit facilities
(a)                           $         -         $            -     $ 1,000,000     $            -     $ 1,000,000
Non-guarantor credit
facilities (b)                    375,000                      -               -                  -         375,000
Total commercial
commitments (c)               $   375,000         $            -     $ 1,000,000     $            -     $ 1,375,000

(a) The $1.0 billion in 2023-2024 represents the capacity of our unsecured

revolving credit facility, under which no borrowings were outstanding,


        and $262.8 million of letters of credit were issued at December 31, 2019.


(b)     Represents the capacity of the Repurchase Agreement, of which
        $326.6 million was outstanding at December 31, 2019. The capacity of
        $375.0 million was effective through January 13, 2020 after which it

ranges from $220.0 million to $270.0 million until its expiration in July


        2020.


(c)     The above table excludes an aggregate $1.4 billion of surety bonds, which
        typically do not have stated expiration dates.


Off-Balance Sheet Arrangements



We use letters of credit and surety bonds to guarantee our performance under
various contracts, principally in connection with the development of our
homebuilding projects. The expiration dates of the letter of credit contracts
coincide with the expected completion date of the related homebuilding projects.
If the obligations related to a project are ongoing, annual extensions of the
letters of credit are typically granted on a year-to-year basis. At December 31,
2019, we had outstanding letters of credit of $262.8 million. Our surety bonds
generally do not have stated expiration dates; rather, we are released from the
bonds as the contractual performance is completed. These bonds, which
approximated $1.4 billion at December 31, 2019,

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are typically outstanding over a period of approximately three to five years.
Because significant construction and development work has been performed related
to the applicable projects but has not yet received final acceptance by the
respective counterparties, the aggregate amount of surety bonds outstanding is
in excess of the projected cost of the remaining work to be performed.

In the ordinary course of business, we enter into land option agreements in
order to procure land for the construction of houses in the future. At
December 31, 2019, these agreements had an aggregate remaining purchase price of
$3.2 billion. Pursuant to these land option agreements, we provide a deposit to
the seller as consideration for the right to purchase land at different times in
the future, usually at predetermined prices.

Critical Accounting Policies and Estimates



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

Revenue recognition

Home sale revenues - Home sale revenues and related profit are generally
recognized when title to and possession of the home are transferred to the buyer
at the home closing date. Little to no estimation is involved in recognizing
such revenues.

Land sale revenues - We periodically elect to sell parcels of land to third
parties in the event such assets no longer fit into our strategic operating
plans or are zoned for commercial or other development. Land sales are generally
outright sales of specified land parcels with cash consideration due on the
closing date, which is generally when performance obligations are satisfied.
Certain land sale contracts may contain unique terms that require management
judgment in determining the appropriate revenue recognition, but the impact of
such transactions is generally immaterial.

Financial services revenues - Loan origination fees, commitment fees, and direct
loan origination costs are recognized as incurred. Expected gains and losses
from the sale of residential mortgage loans and their related servicing rights
are included in the measurement of written loan commitments that are accounted
for at fair value through Financial Services revenues at the time of commitment.
The determination of fair value for certain of these financial instruments
requires the use of estimates and management judgment. Subsequent changes in the
fair value of these loans are reflected in Financial Services revenues as they
occur. Interest income is accrued from the date a mortgage loan is originated
until the loan is sold. Mortgage servicing fees represent fees earned for
servicing loans for various investors. Servicing fees are based on a contractual
percentage of the outstanding principal balance, or a contracted set fee in the
case of certain sub-servicing arrangements, and are credited to income when
related mortgage payments are received or the sub-servicing fees are earned.

Revenues associated with our title operations are recognized as closing services
are rendered and title insurance policies are issued, both of which generally
occur as each home is closed. Insurance brokerage commissions relate to
commissions on home and other insurance policies placed with third party
carriers through various agency channels. Our performance obligations for policy
renewal commissions are considered satisfied upon issuance of the initial
policy, and related contract assets for estimated future renewal commissions are
included in other assets and totaled $35.1 million at December 31, 2019. Due to
uncertainties in the estimation process and the long duration of renewal
policies, which can extend years into the future, actual results could differ
from such estimates.

Inventory and cost of revenues



Inventory is stated at cost unless the carrying value is determined to not be
recoverable, in which case the affected inventory is written down to fair value.
Cost includes land acquisition, land development, and home construction costs,
including interest, real estate taxes, and certain direct and indirect overhead
costs related to development and construction. For those communities for which
construction and development activities have been idled, applicable interest and
real estate taxes are expensed as incurred. Land acquisition and development
costs are allocated to individual lots using an average lot cost determined
based on the total expected land acquisition and development costs and the total
expected home closings for the community. The specific identification method is
used to accumulate home construction costs.

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We capitalize interest cost into homebuilding inventories. Each layer of
capitalized interest is amortized over a period that approximates the average
life of communities under development. Interest expense is allocated over the
period based on the timing of home closings.

Cost of revenues includes the construction cost, average lot cost, estimated
warranty costs, and closing costs applicable to the home. Sales commissions are
classified within selling, general, and administrative expenses. The
construction cost of the home includes amounts paid through the closing date of
the home, plus an accrual for costs incurred but not yet paid, based on an
analysis of budgeted construction costs. This accrual is reviewed for accuracy
based on actual payments made after closing compared with the amount accrued,
and adjustments are made if needed. Total community land acquisition and
development costs are based on an analysis of budgeted costs compared with
actual costs incurred to date and estimates to complete. The development cycles
for our communities range from under one year to in excess of ten years for
certain master planned communities. Adjustments to estimated total land
acquisition and development costs for the community affect the amounts costed
for the community's remaining lots.

We test inventory for impairment when events and circumstances indicate that the
undiscounted cash flows estimated to be generated by the community may be less
than its carrying amount. Such indicators include gross margins or sales paces
significantly below expectations, construction costs or land development costs
significantly in excess of budgeted amounts, significant delays or changes in
the planned development for the community, and other known qualitative factors.
Communities that demonstrate potential impairment indicators are tested for
impairment by comparing the expected undiscounted cash flows for the community
to its carrying value. For those communities whose carrying values exceed the
expected undiscounted cash flows, we determine the fair value of the community
and impairment charges are recorded if the fair value of the community's
inventory is less than its carrying value.

We generally determine the fair value of each community using a combination of
discounted cash flow models and market comparable transactions, where available.
These estimated cash flows are significantly impacted by estimates related to
expected average selling prices, expected sales paces, expected land development
and construction timelines, and anticipated land development, construction, and
overhead costs. The assumptions used in the discounted cash flow models are
specific to each community. Due to uncertainties in the estimation process, the
significant volatility in demand for new housing, the long life cycles of many
communities, and potential changes in our strategy related to certain
communities, actual results could differ significantly from such estimates.

Residential mortgage loans available-for-sale



In accordance with ASC 825, "Financial Instruments" ("ASC 825"), we use the fair
value option for our residential mortgage loans available-for-sale. Election of
the fair value option for residential mortgage loans available-for-sale allows a
better offset of the changes in fair values of the loans and the derivative
instruments used to economically hedge them without having to apply complex
hedge accounting provisions. Changes in the fair value of these loans are
reflected in revenues as they occur.

Loan origination liabilities



Our mortgage operations may be responsible for losses associated with mortgage
loans originated and sold to investors in the event of errors or omissions
relating to representations and warranties made by us that the loans met certain
requirements, including representations as to underwriting standards, the
existence of primary mortgage insurance, and the validity of certain borrower
representations in connection with the loan. If a loan is determined to be
faulty, we either indemnify the investor for potential future losses, repurchase
the loan from the investor, or reimburse the investor's actual losses.
Estimating the required liability for these potential losses requires a
significant level of management judgment. Given the unsettled litigation,
changes in values of underlying collateral over time, and other uncertainties
regarding the ultimate resolution of these claims, actual costs could differ
from our current estimates.

Allowance for warranties

Home purchasers are provided with a limited warranty against certain building
defects, including a one-year comprehensive limited warranty and coverage for
certain other aspects of the home's construction and operating systems for
periods of up to (and in limited instances exceeding) 10 years. We estimate the
costs to be incurred under these warranties and record a liability in the amount
of such costs at the time revenue is recognized. Factors that affect our
warranty liability include the number of homes sold, historical and anticipated
rates of warranty claims, and the projected cost of claims. We periodically

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assess the adequacy of our recorded warranty liability for each geographic market in which we operate and adjust the amounts as necessary. Actual warranty costs in the future could differ from our estimates.

Income taxes



We evaluate our deferred tax assets each period to determine if a valuation
allowance is required based on whether it is "more likely than not" that some
portion of the deferred tax assets would not be realized. The ultimate
realization of these deferred tax assets is dependent upon the generation of
sufficient taxable income during future periods.  We conduct our evaluation by
considering all available positive and negative evidence. This evaluation
considers, among other factors, historical operating results, forecasts of
future profitability, the duration of statutory carryforward periods, and the
outlooks for the U.S. housing industry and broader economy. The accounting for
deferred taxes is based upon estimates of future results. Differences between
estimated and actual results could result in changes in the valuation of our
deferred tax assets that could have a material impact on our consolidated
results of operations or financial position. Changes in existing tax laws could
also affect actual tax results and the realization of deferred tax assets over
time.
Unrecognized tax benefits represent the difference between tax positions taken
or expected to be taken in a tax return and the benefits recognized for
financial statement purposes. We follow the provisions of ASC 740, "Income
Taxes" ("ASC 740"), which prescribes a minimum recognition threshold a tax
position is required to meet before being recognized in the financial
statements.  Significant judgment is required to evaluate uncertain tax
positions. Our evaluations of tax positions consider a variety of factors,
including relevant facts and circumstances, applicable tax law, correspondence
with taxing authorities, and effective settlements of audit issues. Changes in
the recognition or measurement of uncertain tax positions could result in
material increases or decreases in income tax expense (benefit) in the period in
which the change is made. Interest and penalties related to income taxes and
unrecognized tax benefits are recognized as a component of income tax expense
(benefit).

Self-insured risks

At any point in time, we are managing over 1,000 individual claims related to
general liability, property, errors and omission, workers compensation, and
other business insurance coverage. We reserve for costs associated with such
claims (including expected claims management expenses) on an undiscounted basis
at the time product revenue is recognized for each home closing and periodically
evaluate the recorded liabilities based on actuarial analyses of our historical
claims. The actuarial analyses calculate estimates of the ultimate cost of all
unpaid losses, including estimates for incurred but not reported losses
("IBNR"). IBNR represents losses related to claims incurred but not yet reported
plus development on reported claims.

Our recorded reserves for all such claims totaled $709.8 million and $737.0
million at December 31, 2019 and 2018, respectively, the vast majority of which
relate to general liability claims. The recorded reserves include loss estimates
related to both (i) existing claims and related claim expenses and (ii) IBNR and
related claim expenses. Liabilities related to IBNR and related claim expenses
represented approximately 68% and 65% of the total general liability reserves at
December 31, 2019 and 2018, respectively. The actuarial analyses that determine
the IBNR portion of reserves consider a variety of factors, including the
frequency and severity of losses, which are based on our historical claims
experience supplemented by industry data. The actuarial analyses of the reserves
also consider historical third party recovery rates and claims management
expenses. Because of the inherent uncertainty in estimating future losses
related to these claims, actual costs could differ significantly from estimated
costs. Based on the actuarial analyses performed, we believe the range of
reasonably possible losses related to these claims is $600 million to $800
million. While this range represents our best estimate of our ultimate liability
related to these claims, due to a variety of factors, including those factors
described above, there can be no assurance that the ultimate costs realized by
us will fall within this range.

Volatility in both national and local housing market conditions can affect the
frequency and cost of construction defect claims. Additionally, IBNR estimates
comprise the majority of our liability and are subject to a high degree of
uncertainty due to a variety of factors, including changes in claims reporting
and resolution patterns, third party recoveries, insurance industry practices,
the regulatory environment, and legal precedent. State regulations vary, but
construction defect claims are reported and resolved over an extended period
often exceeding ten years. Changes in the frequency and timing of reported
claims and estimates of specific claim values can impact the underlying inputs
and trends utilized in the actuarial analyses, which could have a material
impact on the recorded reserves. Additionally, the amount of insurance coverage
available for each policy period also impacts our recorded reserves. Because of
the inherent uncertainty in estimating future losses and the timing of such
losses related to these claims, actual costs could differ significantly from
estimated costs.

Adjustments to reserves are recorded in the period in which the change in estimate occurs. During 2019 and 2018, we reduced general liability reserves by $49.4 million and $35.9 million, respectively, as a result of changes in estimates resulting


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from actual claim experience observed being less than anticipated in previous
actuarial projections. The changes in actuarial estimates were driven by changes
in actual claims experience that, in turn, impacted actuarial estimates for
potential future claims. These changes in actuarial estimates did not involve
any changes in actuarial methodology but did impact the development of estimates
for future periods, which resulted in adjustments to the IBNR portion of our
recorded liabilities.

In certain instances, we have the ability to recover a portion of our costs
under various insurance policies or from subcontractors or other third parties.
Estimates of such amounts are recorded when recovery is considered probable. Our
receivables from insurance carriers totaled $118.4 million and $153.0 million at
December 31, 2019 and 2018, respectively. The insurance receivables relate to
costs incurred or to be incurred to perform corrective repairs, settle claims
with customers, and other costs related to the continued progression of both
known and anticipated future construction defect claims that we believe to be
insured related to previously closed homes. We believe collection of these
insurance receivables is probable based on various factors, including the legal
merits of our positions after review by legal counsel, favorable legal rulings
received to date, the credit quality of our carriers, and our long history of
collecting significant amounts of insurance reimbursements under similar
insurance policies related to similar claims, including significant amounts
funded by the above carriers under different policies.

While the outcome of these matters cannot be predicted with certainty, we do not
believe that the resolution of such matters will have a material adverse impact
on our results of operations, financial position, or cash flows.

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