MDC Holdings Inc. (MDC) 2022年年度報告「NYSE」.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE AC

2、T OF 1934For the Transition period from _ to _Commission file number 1-08951_M.D.C.HOLDINGS,INC.(Exact name of Registrant as specified in its charter)Delaware84-0622967(State or other jurisdictionof incorporation or organization)(I.R.S.EmployerIdentification No.)4350 South Monaco Street,Suite 500802

3、37Denver,Colorado(Zip code)(Address of principal executive offices)(303)773-1100(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$.01 par valueMDCNew Y

4、ork Stock Exchange6%Senior Notes due January 2043MDC 43New York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the Regis

5、trant is not required to file reports pursuant to Section 13 or Section 15(d)of the Exchange Act.Yes No Indicate by check mark whether the Registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months(or for such sh

6、orter period that the Registrant was required to file such reports)and(2)has been subject to suchfiling requirements for the past 90 days.Yes No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regu

7、lation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrant was required to submitsuch files).Yes No Indicate by check mark whether the Registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting compan

8、yor an emerging growth company.See the definitions of large accelerated filer,accelerated filer,smaller reporting company,and“emerginggrowth company”in Rule 12b-2 of the Exchange Act.Large Accelerated FilerAccelerated FilerEmerging Growth CompanyNon-Accelerated FilerSmaller Reporting CompanyIf an em

9、erging growth company,indicate by check mark if the Registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the Registrant has filed a rep

10、ort on and attestation to its managements assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.726(b)by the registered public accounting firm thatprepared or issued its audit report.Indicate by check mark whether the R

11、egistrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of June 30,2022,the aggregate market value of the Registrants common stock held by non-affiliates of the Registrant was$1.83 billion based onthe closing sales price of$32.31 per share as reported on the New York Sto

12、ck Exchange on June 30,2022.As of December 31,2022,the number of shares outstanding of Registrants common stock was 72,585,596.DOCUMENTS INCORPORATED BY REFERENCEPortions of part III of this Form 10-K are incorporated by reference from the Registrants 2023 definitive proxy statement to be filed with

13、 theSecurities and Exchange Commission no later than 120 days after the end of the Registrants fiscal year.Table of ContentsM.D.C.HOLDINGS,INC.FORM 10-KFor the Year Ended December 31,2022Table of ContentsPageNo.PART IITEM 1.Business1(a)General Development of Business1(c)Description of Business1(e)Av

14、ailable Information6ITEM 1A.Risk Factors7ITEM 1B.Unresolved Staff Comments13ITEM 2.Properties13ITEM 3.Legal Proceedings13ITEM 4.Mine Safety Disclosures13PART IIITEM 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities14ITEM 6.Reserved15ITEM 7.M

15、anagements Discussion and Analysis of Financial Condition and Results of Operations16ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk33ITEM 8.Financial Statements and Supplementary DataF-1ITEM 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure35I

16、TEM 9A.Controls and Procedures35ITEM 9B.Other Information37ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections37PART IIIITEM 10.Directors,Executive Officers and Corporate Governance37ITEM 11.Executive Compensation37ITEM 12.Security Ownership of Certain Beneficial Owners and Ma

17、nagement and Related Stockholder Matters37ITEM 13.Certain Relationships and Related Transactions,and Director Independence37ITEM 14.Principal Accountant Fees and Services37PART IVITEM 15.Exhibits and Financial Statement Schedules38ITEM 16.Form 10-K Summary44SIGNATURES44(i)Table of ContentsM.D.C.HOLD

18、INGS,INC.FORM 10-KPART IForward-Looking StatementsCertain statements in this Annual Report on Form 10-K,as well as statements made by us in periodic press releases,oral statements made by ourofficials in the course of presentations about the Company and conference calls in connection with quarterly

19、earnings releases,constitute“forward-lookingstatements”within the meaning of the Private Securities Litigation Reform Act of 1995.These forward-looking statements include statements regarding ourbusiness,financial condition,results of operation,cash flows,strategies and prospects.These forward-looki

20、ng statements may be identified by terminology suchas“likely,”“may,”“will,”“should,”“expects,”“plans,”“anticipates,”“believes,”“estimates,”“predicts,”“potential”or“continue,”or the negative of suchterms and other comparable terminology.Although we believe that the expectations reflected in the forwa

21、rd-looking statements contained in this Report arereasonable,we cannot guarantee future results.These statements involve known and unknown risks,uncertainties and other factors that may cause the actualresults,performance or achievements of the Company to be materially different from those expressed

22、 or implied by the forward-looking statements.We undertakeno obligation to publicly update any forward-looking statements,whether as a result of new information,future events or otherwise.However,any furtherdisclosures made on related subjects in subsequent reports on Forms 10-K,10-Q and 8-K should

23、be considered.Item 1.Business.(a)General Development of BusinessM.D.C.Holdings,Inc.is a Delaware corporation.We refer to M.D.C.Holdings,Inc.as the“Company,”“MDC,”“we”or“our”in this Annual Report onForm 10-K,and these designations include our subsidiaries unless we state otherwise.We have two primary

24、 operations,homebuilding and financial services.Ourhomebuilding operations consist of wholly-owned subsidiary companies that generally purchase finished lots or develop lots to the extent necessary for theconstruction and sale primarily of single-family detached homes to first-time and first-time mo

25、ve-up homebuyers under the name“Richmond American Homes.”Our homebuilding operations are comprised of various homebuilding divisions that we consider to be our operating segments.For financial reporting purposes,our homebuilding operations are aggregated into reportable segments as follows:(1)West(i

26、ncludes operations in Arizona,California,Nevada,New Mexico,Oregon,Texas and Washington);(2)Mountain(includes operations in Colorado,Idaho and Utah);and(3)East(includes operations in Alabama,Florida,Maryland,Pennsylvania,Tennessee and Virginia).Our financial services operations consist of(1)HomeAmeri

27、can Mortgage Corporation(“HomeAmerican”),which originates mortgage loans primarily forour homebuyers,(2)Allegiant Insurance Company,Inc.,A Risk Retention Group(“Allegiant”),which provides insurance coverage primarily to our homebuildingsubsidiaries on homes that have been delivered and most of our s

28、ubcontractors for completed work on those delivered homes,(3)StarAmerican Insurance Ltd.(StarAmerican),which is a re-insurer of Allegiant claims,(4)American Home Insurance Agency,Inc.,which offers third-party insurance products to ourhomebuyers,and(5)American Home Title and Escrow Company,which prov

29、ides title agency services to our homebuilding subsidiaries and our customers incertain states.For financial reporting,we have aggregated our financial services operating segments into reportable segments as follows:(1)mortgage operations(represents HomeAmerican only)and(2)other(all remaining operat

30、ing segments).(c)Description of BusinessOur business consists of two primary operations,homebuilding and financial services.Our homebuilding subsidiaries build and sell primarily single-family detached homes that are designed and built to meet local customer preferences.Each homebuilding subsidiary

31、is the general contractor for its projects andretains subcontractors for land development and home construction.Our homebuilding subsidiaries build a variety of home styles in each of their markets,targeting primarily first-time and first-time move-up homebuyers.1Table of ContentsFor 2022,the percen

32、tage of our home deliveries and home sale revenues by state were as follows:PercentageofDeliveriesPercentageof Home SaleRevenuesArizona17%14%California22%26%Nevada9%8%New Mexico%Oregon2%2%Texas%Washington4%5%West54%55%Colorado21%24%Idaho%Utah6%6%Mountain27%30%Alabama%Maryland3%3%Pennsylvania%Tenness

33、ee%Virginia3%3%Florida13%9%East19%15%Total100%100%Our financial services operations include subsidiaries that provide mortgage financing,place title insurance and homeowner insurance for ourhomebuyers,and provide general liability insurance for our subsidiaries and most of our subcontractors.Homebui

34、lding OperationsOperating Divisions.The primary functions of our homebuilding segments include land acquisition and development,home construction,sales andmarketing,and customer service.Operating decisions are made by our local management teams under the oversight of our Chief Operating Decision Mak

35、er(“CODM”),or decision-making group,defined as two key executives-our Executive Chairman and Chief Executive Officer.Our organizational structure(i.e.,thegrouping and reporting of divisions)changes based upon the current needs of the Company.We had 21 active homebuilding operating divisions at Decem

36、ber 31,2022.We had 21 active homebuilding operating divisions at December 31,2021 and 17 active homebuilding operating divisions at December 31,2020.Corporate Management.Our homebuilding business is managed primarily through members of senior management in our Corporate segment and ourfour Asset Man

37、agement Committees(“AMCs”),three for reviewing real estate transactions and one for reviewing corporate transactions.Each real estate AMC iscomprised of the Chief Executive Officer,Chief Financial Officer and at least one of our other corporate officers,with the corporate AMC comprised of our ChiefE

38、xecutive Officer and Chief Financial Officer.All real estate acquisition transactions are reviewed to confirm that the transaction is projected to achieve theobjectives established by our decision-making group and must be approved by the designated real estate AMC.Generally,the role of our senior ma

39、nagement teamand/or AMC includes:review and approval of division business plans and budgets;oversight of land and home inventory levels;review of major personnel decisions;andreview of capital allocation decisions.Additionally,our corporate executives and corporate departments generally are responsi

40、ble for establishing and monitoring compliance with our policiesand procedures.Among other things,the corporate office has primary responsibility for:2Table of Contentsasset management and capital allocation;treasury;insurance and risk management;merchandising and marketing;national purchasing contr

41、acts;accounting,tax and internal audit functions;legal matters;human resources and payroll;information technology;andtraining and development.Housing.Generally,our homebuilding subsidiaries build single-family detached homes in a number of standardized series,designed to provide variety inthe size a

42、nd style of homes for our potential homebuyers.In certain markets,our homebuilding subsidiaries build and sell duplexes.Within each series of oursingle-family detached homes,our homebuilding subsidiaries build several different floor plans offering standard and optional features(such as upgradedappl

43、iances,cabinetry,flooring,etc.).Differences in sales prices of similar models from market-to-market depend primarily upon homebuyer demand,home pricesoffered by our competitors,market conditions(such as home inventory supply levels),location,cost of land,optional features and design specifications.T

44、he seriesof homes offered at a particular location is based on perceived customer preferences,lot size,area demographics and,in certain cases,the requirements of majorland sellers and local municipalities.In general,our homebuilding subsidiaries focus on selling“build-to-order,”also referred to as“d

45、irt sales,”and limit thenumber of homes started without a contract,also known as“spec homes.”Based on the sudden increase in interest rates during 2022,we have seen an increasedpreference for spec homes that can be closed within 30-60 days.As a result,we have increased the number of spec home constr

46、uction starts in recent months inresponse to this demand.Land Acquisition and Development.Our homebuilding subsidiaries acquire lots with the intention of constructing and selling homes on the acquired land.Generally,we prefer to purchase finished lots using option contracts,in phases or in bulk for

47、 cash.However,because there often is significant competition forfinished lots,more than one-half of the lots we purchase require some level of development.In making land purchases,we consider a number of factors,includingprojected rates of return,estimated gross margins from home sales,sales prices

48、of the homes to be built,mortgage loan limits within the respective county,population and employment growth patterns,proximity to developed areas,estimated cost and complexity of development including environmental and geologicalfactors,quality of schools,estimated levels of competition and demograp

49、hic trends.In their option contracts,our homebuilding subsidiaries generally obtain the right to purchase lots in consideration for an option deposit in the form ofcash or letters of credit.In the event they elect not to purchase the lots within a specified period of time,they may be required to for

50、feit the option deposit.Ouroption contracts do not contain provisions requiring our specific performance.Our homebuilding subsidiaries may own or have the right under option contracts to acquire undeveloped parcels of real estate that they intend to developinto finished lots.They generally develop l

51、and in phases in order to limit our risk in a particular subdivision and to efficiently employ available capital resources.Generally,building permits and utilities are available and zoning is suitable for the current intended use of substantially all of our undeveloped land.Whendeveloped,these lots

52、generally will be used in our homebuilding activities.See“Forward-Looking Statements”above.Labor and Raw Materials.Materials used in our homebuilding operations are mainly standard items carried by major suppliers.We generally contract forour materials and labor at a fixed price for the anticipated

53、construction period of our homes.This allows us to mitigate the risks associated with increases in thecost of building materials and labor between the time construction begins on a home and the time it is closed.Increases in the cost of building materials andsubcontracted labor may reduce gross marg

54、ins from home sales to the extent that market conditions prevent the recovery of increased costs through higher homesales prices.From time to time and to varying degrees,we may experience shortages in the availability of building materials and/or labor in each of our markets.These shortages and dela

55、ys may result in delays in the delivery of homes under construction,reduced gross margins from home sales,or both.See“Forward-Looking Statements”above.Current shortages in the availability of building materials and labor are described in more detail in our description of Risk Factorsunder the headin

56、g Supply shortages and other risks related to the demand for skilled labor and building materials could continue to increase costs and delaydeliveries.Warranty.Our homebuilding subsidiaries sell their homes with limited third-party warranties that generally provide for one year of coverage forworkma

57、nship and materials,two years of coverage for plumbing,electrical,heating,ventilation and air conditioning systems,and structural coverage for anamount of time depending on the jurisdiction in which the house was3Table of Contentspurchased.Under our agreement with the issuer of the third-party warra

58、nties,our homebuilding subsidiaries perform all of the work for the first two years of thewarranty coverage and pay for certain work required to be performed subsequent to year two.Seasonal Nature of Business.The homebuilding industry can experience noticeable seasonality and quarter-to-quarter vari

59、ability in homebuilding activitylevels.The seasonal nature of our business is described in more detail in our description of Risk Factors under the heading“Because of the seasonal nature of ourbusiness,our quarterly operating results can fluctuate.”Backlog.At December 31,2022 and 2021,homes under co

60、ntract but not yet delivered(“backlog”)totaled 2,974 and 7,640,respectively,with anestimated sales value of$1.75 billion and$4.30 billion,respectively.We anticipate that homes in backlog at December 31,2022 generally will close during 2023under their existing home order contracts or through the repl

61、acement of an existing contract with a new home order contract.The estimated backlog sales value atDecember 31,2022 may be impacted by,among other things,subsequent home order cancellations,incentives provided,and/or options and upgrades selected.See“Forward-Looking Statements”above.Customer Service

62、 and Quality Control.Our homebuilding divisions are responsible for pre-closing quality control inspections and responding tocustomers post-closing needs.We have a product service and quality control program,focused on improving and/or maintaining the quality of our customerscomplete home buying and

63、 homeownership experience.Sales and Marketing.Our sales and marketing programs are designed to attract homebuyers in a cost-effective manner.We have a centralized in-houseadvertising and marketing department,including digital marketing,that oversees our efforts to communicate the inherent value of o

64、ur homes to our prospectivehomebuyers and distinguish our Richmond American Homes brand from our competitors and other home buying opportunities.The main objective of this team isto generate homebuyer leads,which are actively pursued by our HomeBuyer Resource Center(HBRC)and community sales associat

65、es.Our HBRC team consistsof new home specialists local to each market we build in,who are dedicated to supporting our digital and phone leads and set appointments for them to meet atone of our sales centers with a community sales associate.Our centralized in-house merchandising team furnishes our mo

66、del homes and sales centers.Another important part of our marketing presentation takes place in our design centers(also known as Home Galleries).Here,homebuyers are able topersonalize their homes with a variety of options and upgrades.Additionally,these locations often serve as an information center

67、 for prospective homebuyers andreal estate agents who may opt to receive personalized attention from one of our new home specialists,resulting in a more focused and efficient home searchacross all of our Richmond American communities in a given market place.We believe that the services provided by o

68、ur Home Galleries represent a keycompetitive advantage in attracting and retaining prospective homebuyers who prefer to personalize their home purchase.Competition.The homebuilding industry is fragmented and highly competitive.The competitive nature of our business is described in more detail in our

69、description of Risk Factors.Regulation.Our homebuilding operations are subject to compliance with applicable laws and regulations,which are described in more detail in ourdescription of Risk Factors.Financial Services OperationsMortgage Lending OperationsGeneral.HomeAmerican is a full-service mortga

70、ge lender and the principal originator of mortgage loans for our homebuyers.HomeAmerican has acentralized loan processing center where it originates mortgage loans,primarily for our homebuyers.HomeAmerican is authorized to originate Federal National Mortgage Association(“Fannie Mae”)and Federal Home

71、 Loan Mortgage Corporation(“Freddie Mac”)(together“the government-sponsored enterprises”),Federal Housing Administration-insured(“FHA”),and Department of Veterans Affairs-guaranteed(“VA”)mortgages and is an authorized issuer of Government National Mortgage Association(“Ginnie Mae”)mortgage-backed se

72、curities.Furthermore,HomeAmerican also is an authorized loan servicer for Fannie Mae,Freddie Mac and Ginnie Mae and,as such,is subject to the rules and regulationsof these entities.HomeAmerican uses a mortgage repurchase facility,internally generated funds,and temporary financing provided by its par

73、ent to finance the originationof mortgage loans until they are sold.HomeAmerican sells originated mortgage loans to4Table of Contentsthird-party purchasers on either a bulk or flow basis.Mortgage loans sold on a bulk basis include the sale of a package of substantially similar originated mortgageloa

74、ns,while sales of mortgage loans on a flow basis are completed as HomeAmerican originates each loan.Mortgage loans sold to third-party purchasers includeHomeAmericans representations and warranties with respect to certain borrower payment defaults,credit quality issues and/or misstatements made byHo

75、meAmerican or misrepresentations by our homebuyers.Substantially all of the mortgage loans originated by HomeAmerican are sold to third-party purchasers,generally between 5 to 35 days of origination.Pipeline.HomeAmericans mortgage loans in process for which a rate and price commitment had been made

76、to a borrower that had not closed(the“locked pipeline”)at December 31,2022 and 2021 had an aggregate principal balance of approximately$394.0 million and$268.8 million,respectively,and wereunder interest rate lock commitments at an average interest rate of 5.50%and 2.91%respectively.Forward Sales Co

77、mmitments.HomeAmerican is exposed to market risks related to fluctuations in interest rates.We mitigate our exposure to interest ratemarket risk relating to mortgage loans held-for-sale and interest rate lock commitments using:(1)forward sales of mortgage-backed securities,which arecommitments to se

78、ll a specified financial instrument at a specified future date for a specified price,(2)mandatory delivery forward loan sale commitments,whichare obligations of an investor to buy loans at a specified price within a specified time period,and(3)best-effort delivery forward loan sale commitments,which

79、are obligations of an investor to buy loans at a specified price subject to the underlying mortgage loans being funded and closed.The market related risks in ourbusiness are described in more detail in our description of Risk Factors.Competition.HomeAmerican has significant competition with other mo

80、rtgage bankers to arrange financing for our homebuyers.The competitive natureof our mortgage business is described in more detail in our description of Risk Factors.Regulation.Our mortgage lending operations are subject to compliance with applicable laws and regulations,which are described in more d

81、etail in ourdescription of Risk Factors.Insurance OperationsGeneral.Allegiant and StarAmerican were formed to provide insurance coverage of homebuilding risks for our homebuilding subsidiaries and most ofour homebuilding subcontractors.Allegiant was organized as a risk retention group under the Fede

82、ral Liability Risk Retention Act of 1981.Allegiant,whichbegan operations in June of 2004,is licensed as a Class 3 Stock Insurance Company by the Division of Insurance of the State of Hawaii and is subject primarily tothe regulations of its state of incorporation.StarAmerican is a single parent capti

83、ve insurance company licensed by the Division of Insurance of the State ofHawaii.Pursuant to agreements executed on an annual basis since June of 2004,StarAmerican has re-insured Allegiant for all claims in excess of$50,000 peroccurrence up to$3.0 million per occurrence prior to July 1,2022,and up t

84、o$5.0 million per occurrence subsequent to July 1,2022,subject to various aggregatelimits.Allegiant generates premium revenue generally by providing to its customers,comprised of the Companys homebuilding subsidiaries and mostsubcontractors of the Companys homebuilding subsidiaries,general liability

85、 insurance on homes sold by our homebuilding subsidiaries and for work performedin completed subdivisions.Allegiant seeks to provide to its customers coverage and insurance rates that are competitive with other insurers.StarAmericangenerates premium revenue by providing re-insurance coverage to Alle

86、giant.Allegiant and StarAmerican incur expenses for actual losses and loss adjustmentexpenses and for reserves established based on actuarial studies including known facts,such as our experience with similar insurance cases and historical trendsinvolving insurance claim payment patterns,pending leve

87、ls of unpaid insurance claims,claim severity,claim frequency patterns and interpretations ofcircumstances including changing regulatory and legal environments.Regulation.Allegiant and StarAmerican are licensed in the State of Hawaii and,therefore,are subject to regulation by the Hawaii Insurance Div

88、ision.This regulation includes restrictions and oversight regarding:types of insurance provided;investment options;required capital and surplus;financial andinformation reporting;use of auditors,actuaries and other service providers;periodic examinations;and other operational items.Additionally,as a

89、 risk retentiongroup,Allegiant is also registered in other states where certain MDC homebuilding subsidiaries do business.Insurance Agency OperationsAmerican Home Insurance is an insurance agency that sells primarily homeowners,personal property and casualty insurance products in the samemarkets whe

90、re our homebuilding subsidiaries operate and primarily to our homebuyers.5Table of ContentsTitle OperationsAmerican Home Title provides title agency services to the Company and its homebuyers in Colorado,Florida,Maryland,Nevada,Pennsylvania andVirginia.Human Capital ResourcesThe table below summariz

91、es the approximate number of employees for our combined Homebuilding,combined Financial Services and Corporatesegments at December 31,2022 and 2021.December 31,20222021Homebuilding1,200 1,580 Financial Services205 222 Corporate238 278 Total1,643 2,080 We believe our employees are one of our greatest

92、 assets and our Company is made up of diverse,talented and dedicated employees working together toachieve common and rewarding goals.We value integrity,hard work,dedication,energy and teamwork.Our goal is to promote an environment where employeesare encouraged to do their best work with high profess

93、ional standards,team collaboration and customer excellence.At MDC we are committed to fostering a diverse and inclusive workplace.Our management teams and all of our employees are expected to exhibit andpromote honest,ethical and respectful conduct in the workplace.We have implemented and maintained

94、 a corporate compliance program to provide guidance foreveryone associated with the Company,including its employees,officers and directors(the Code).Annual review of the Code is required and it,in summary,prohibits unlawful or unethical activity,including discrimination,and directs our employees,off

95、icers,and directors to avoid actions that,even if not unlawful orunethical,might create an appearance of illegality or impropriety.In addition,the Code includes required annual training on preventing,identifying,reporting andstopping any type of unlawful discrimination.We recognize that we are in a

96、competitive marketplace when it comes to finding top talent.Our leaders across all levels of the organization consistentlyreview their business metrics to determine appropriate workforce planning goals.We offer a variety of career paths for our employees;which includes consistenttraining and develop

97、ment through online resources,job shadowing,mentoring,etc.Our employees may participate in a robust benefits program,which includes afocus on health and wellness,and we offer a variety of other employee perks.We believe our compensation packages and benefits are competitive with others inour industr

98、y.We are committed to consistently evaluating total compensation across all positions within the Company.As we look to the future,we will continue to leverage the core principles and practices that contributed to our past achievements,while welcoming newperspectives that allow our organization to ev

99、olve with the changing economic landscape.We will maintain our commitment to quality craftsmanship,providingexcellent customer service,hiring from within when possible and fostering an internal culture that supports collaboration and teamwork as well as work-lifebalance.In response to the COVID-19 p

100、andemic,we implemented safety protocols and procedures to protect our employees,our subcontractors and ourcustomers.These protocols include complying with social distancing and other health and safety standards as mandated by state and local government agencies,taking into consideration guidance fro

101、m the Centers for Disease Control and Prevention and other public health authorities.(e)Available InformationWe make our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and amendments to those reports filed orfurnished pursuant to Section 13(a)or 15(d)of the Sec

102、urities Exchange Act of 1934,available free of charge on our website as soon as reasonably practicable afterwe file or furnish the materials electronically with the Securities and Exchange Commission(“SEC”).To obtain any of this information,go to our website,and select“SEC Filings”from the menu.Our

103、website includes our:(1)Corporate Governance Guidelines;(2)Corporate Code ofConduct;(3)Rules for Senior Financial Officers;(4)Audit Committee Procedures for Handling Confidential Complaints;(5)charters for the Audit,Compensation,Legal and Corporate Governance/Nominating Committees;(6)Director Standa

104、rds of Independence;and(7)Lead Director Description.Thesematerials may be obtained,free of charge,at (select“Governance”).6Table of ContentsItem 1A.Risk Factors.Public health issues such as a pandemic or epidemic could harm business and results of operations of the Company.Demand for our homes is de

105、pendent on a variety of macroeconomic factors,such as employment levels,availability of financing for homebuyers,interestrates,consumer confidence and spending,wage growth and inflation,household formations,levels of new and existing homes for sale,cost of land,labor andconstruction materials,demogr

106、aphic trends and housing demand.These factors,in particular consumer confidence,can be significantly and adversely affected bya variety of factors beyond our control.Specifically,an epidemic,pandemic,or similar public health issue could significantly disrupt us from operating ourbusiness in the ordi

107、nary course for an extended period,and thereby,along with associated economic and/or consumer confidence instability,have a materialadverse impact on our financial position,results of operations and cash flows.For example,the COVID-19 pandemic continues to affect the global economy.The effects of th

108、e pandemic contributed to disrupting our supply chain,which has resulted in shortages of certain building materials and tightness in the labor market.There is still significant uncertainty as a result of the pandemic andits continuing potential to negatively impact the U.S.economy.The degree to whic

109、h the pandemic will impact our financial results in the coming periods dependson future developments that are highly uncertain,including whether there are additional outbreaks of COVID-19 and related variants and the actions taken tocontain or address the virus.If the pandemic continues to cause sig

110、nificant negative impacts to the U.S.economy and consumer confidence,our results ofoperations,financial condition and cash flows could be significantly and adversely impacted.Changes in general economic,real estate and other business conditions may have an adverse effect on the homebuilding and mort

111、gage industries,whichcould have a negative impact on our business.The homebuilding industry is cyclical and is significantly affected by changes in industry conditions,the national political environment and generaleconomic conditions such as:employment levels;availability of financing for homebuyers

112、;interest rates;consumer confidence and spending;wage growth;inflation;household formations;levels of new and existing homes for sale;cost of land,labor and construction materials;demographic trends;andhousing demand.These conditions may exist on a national level or may affect some of the regions or

113、 markets in which we operate more than others.When adverseconditions affect any of our larger markets,they could have a proportionately greater impact on us than on some other homebuilding companies.Changes to monetary policy or other actions by the Federal Reserve could have an adverse effect on in

114、terest rates(including mortgage interest rates),equity markets and consumer confidence.During fiscal 2022,in response to increased inflation,the Federal Reserve raised interest rates significantly and hassignaled it expects additional future interest rate increases.As a result,mortgage interest rate

115、s increased significantly,and we began to see a decrease in housingdemand.Such effects could cause and have caused us to experience declines in the market value of our inventory and the demand for our homes,resulting in anegative impact to our financial position,results of operations and cash flows.

116、7Table of ContentsAn oversupply of alternatives to new homes,including foreclosed homes,homes held for sale or rent by investors and speculators,other existing homes,and rental properties,can also reduce our ability to sell new homes,depress new home prices and reduce our margins on the sale of new

117、homes.High levels offoreclosures and short-sales not only contribute to additional inventory available for sale,but also can reduce appraisal valuations for new homes,potentiallyresulting in lower sales prices.Terrorist attacks,acts of war,other acts of violence or threats to national security,and a

118、ny corresponding response by the United States or others,orrelated domestic or international instability,may adversely affect general economic conditions or cause a slowdown of the economy.As a result of the foregoing matters,potential customers may be less willing or able to buy our homes.In the fu

119、ture,our pricing strategies may be limitedby market conditions.We may be unable to change the mix of our home offerings,reduce the costs of the homes we build or offer more affordable homes tomaintain our gross margins or satisfactorily address changing market conditions in other ways.In addition,ca

120、ncellations of home sales contracts in backlog mayincrease as homebuyers choose to not honor their contracts.Additionally,the factors discussed above may increase our counterparty risk,which may include,among others,banks under our credit facilities andmortgage purchasers who may not be willing or a

121、ble to perform on obligations to us.To the extent a third-party is unable or unwilling to meet its obligations,ourfinancial position,results of operations and cash flows could be negatively impacted.Our mortgage operations are closely related to our homebuilding business,as HomeAmerican originates m

122、ortgage loans principally to purchasers of thehomes we build.Therefore,a decrease in the demand for our homes because of the preceding matters may also adversely affect the financial results of thissegment of our business.Furthermore,any adverse changes in the economic conditions discussed previousl

123、y could increase the default rate on the mortgages weoriginate,which may adversely affect our ability to sell the mortgages,the pricing we receive upon the sale of mortgages,or our potential exposure to recourseregarding mortgage loan sales.These challenging conditions are complex and interrelated.W

124、e cannot predict their occurrence or severity,nor can we provide assurance that ourresponses would be successful.Increased competition levels in the homebuilding and mortgage lending industries could have a negative impact on our homebuilding and mortgageoperations.The homebuilding industry is fragm

125、ented and highly competitive.Our homebuilding subsidiaries compete with numerous public and privatehomebuilders,including a number that are substantially larger than us and may have greater financial resources than we do.Our homebuilding subsidiaries alsocompete with subdivision developers and land

126、development companies,some of which are themselves homebuilders or affiliates of homebuilders.Homebuilderscompete for customers,land,building materials,subcontractor labor and desirable financing.Competition for home orders is based primarily on home sales price,location of property,home style,finan

127、cing available to prospective homebuyers,quality of homes built,customer service and general reputation in the community,and may vary market-by-market and/or submarket-by-submarket.Additionally,competition within the homebuilding industry can be impacted by an excesssupply of new and existing homes

128、available for sale resulting from a number of factors,including,among other things,increases in the number of new homecommunities,increases in speculative homes available for sale and increases in home foreclosures.Increased competition can result in a decrease in our net newhome orders,a decrease i

129、n our home sales prices and/or an increase in our home sales incentives in an effort to generate new home sales and maintain homes inbacklog until they close.These competitive pressures may negatively impact our financial position,results of operations and cash flows.Our mortgage lending subsidiary,

130、HomeAmerican,experiences competition from numerous banks and other mortgage bankers and brokers,many ofwhich are larger and may have greater financial resources.As a result,these competitors may be able to offer better pricing and/or mortgage loan terms,morerelaxed underwriting criteria and a greate

131、r range of products,which could negatively impact the financial position,results of operations and cash flows of ourmortgage operations.If land is not available at reasonable prices or terms,we could be required to scale back our operations in a given market and/or we may operate at lowerlevels of p

132、rofitability.Our operations depend on our homebuilding subsidiaries ability to obtain land for the development of our residential communities at reasonable pricesand with terms that meet our underwriting criteria.Our ability to obtain land for new residential communities may be adversely affected by

133、 changes in the generalavailability of land,the willingness of land sellers to sell land at reasonable prices,competition for available land,availability of financing to acquire land,zoning,regulations that8Table of Contentslimit housing density,and other market conditions.If the supply of land,and

134、especially finished lots,appropriate for development of residential communities islimited because of these factors,or for any other reason,the number of homes that our homebuilding subsidiaries build and sell may decline.To the extent that weare unable to purchase land timely or enter into new contr

135、acts for the purchase of land at reasonable prices,due to the lag time between the time we acquire landand the time we begin selling homes,we may be required to scale back our operations in a given market and/or we may operate at lower levels of profitability.Asa result,our financial position,result

136、s of operations and cash flows could be negatively impacted.Supply shortages and other risks related to the demand for skilled labor and building materials could continue to increase costs and delay deliveries.The residential construction industry experiences price fluctuations and shortages in labo

137、r and materials from time to time.Shortages in labor can be dueto:competition for labor,work stoppages,labor disputes,shortages in qualified trades people,lack of availability of adequate utility infrastructure and services,orour need to rely on local subcontractors who may not be adequately capital

138、ized or insured.Labor and material shortages can be more severe during periods ofstrong demand for housing or during periods in which the markets where we operate experience natural disasters that have a significant impact on existingresidential and commercial structures.Additionally,we could experi

139、ence labor shortages as a result of subcontractors going out of business or leaving theresidential construction market due to low levels of housing production and volumes.Pricing for labor and materials can be affected by the factors discussedabove,changes in energy prices,and various other national

140、,regional and local economic factors.In addition,environmental and other regulations and importtariffs and trade restrictions have had,and in the future could continue to have,an adverse impact on the cost of certain raw materials such as lumber.Recalls ofmaterials driven by manufacturing defects ca

141、n drive shortages in materials and delay the delivery of homes.Any of these circumstances could give rise to delaysin the start or completion of our residential communities,increase the cost of developing one or more of our residential communities and/or increase theconstruction cost of our homes.Du

142、ring fiscal 2021 and 2022,we have experienced multiple disruptions in our supply chain resulting in shortages of certainbuilding materials and increased demand in the labor market,which has caused our land development and construction cycle times to lengthen and the costs ofbuilding materials and la

143、bor to increase.We generally are unable to pass on increases in construction costs on build-to-order homes to customers who have already entered into sales contracts,asthose sales contracts fix the price of the homes at the time the contracts are signed,which generally is in advance of the construct

144、ion of the home.If we continue tosee an increase in the number of spec homes due to cancellation activity and spec construction starts,we may see an increase in our ability to pass on increases inconstruction costs to customers should market conditions permit.To the extent that market conditions pre

145、vent the recovery of increased costs,including,amongother things,subcontracted labor,finished lots,building materials,and other resources,through higher selling prices,our financial position,cash flows andoperating results,including our gross margin from home sales,could be negatively impacted.If mo

146、rtgage interest rates continue to rise,if down payment requirements are increased,if loan limits are decreased,or if mortgage financing otherwisebecomes less available,it could adversely affect our business.Mortgage liquidity influenced by governmental entities like the FHA,VA,USDA and Ginnie Mae or

147、 government-sponsored enterprises(“GSEs”)likeFannie Mae and Freddie Mac continue to be an important factor in marketing our homes.Financial losses or other factors may limit,restrict or otherwise curtailtheir ability or willingness to insure mortgage loans,offer insurance at rates and on terms that

148、are not prohibitive,or purchase mortgage loans.Should this occur,itmay negatively impact the availability of mortgage financing and our sales of new homes.We believe that the liquidity provided by Fannie Mae,Freddie Mac and Ginnie Mae to the mortgage industry has been very important to the housingma

149、rket.Any reduction in the availability of the liquidity provided by these institutions could adversely affect interest rates,mortgage availability and our sales ofnew homes and mortgage loans.Loans sold to or insured by the GSEs are subject to various loan limits.Decreases in these loan limits may r

150、equire homebuyers to make larger downpayments or obtain more restrictive non-conforming or“jumbo”mortgages,which could adversely impact on our financial position,results of operations and cashflows.Even if potential customers do not need financing,changes in the availability of mortgage products may

151、 make it harder for them to sell their currenthomes to potential buyers who need financing.If interest rates continue to increase,the costs of owning a home may continue to be affected and could result in further reductions in the demand for ourhomes.During fiscal 2022,the increase in mortgage inter

152、est rates had a significant impact on the demand for our homes.9Table of ContentsChanges to tax laws,incentives or credits currently available to our customers may negatively impact our business.Many homeowners receive substantial tax benefits in the form of tax deductions against their personal tax

153、able income for mortgage interest and propertytax payments and the loss or reduction of these deductions could affect homeowners net cost of owning a home.Significant changes to existing tax laws,such asthe ability to deduct mortgage interest and real property taxes,may result in an increase in the

154、total cost of home ownership and may make the purchase of a homeless attractive to buyers.This could adversely impact demand for and/or sales prices of new homes,which would have a negative impact on our business.A decline in the market value of our homes or carrying value of our land could continue

155、 to have a negative impact on our business.Our homebuilding subsidiaries acquire land for the replacement of land inventory and/or expansion within our current markets and may,from time totime,purchase land for expansion into new markets.The fair value of our land and land under development inventor

156、y and housing completed or underconstruction inventory depends on market conditions.Factors that can impact our determination of the fair value of our inventory primarily include home saleprices,levels of home sale incentives and home construction and land costs.Our home sale prices and/or levels of

157、 home sale incentives can be impacted by,among other things,uncertainty in the homebuilding and mortgage industries or the United States/global economy overall,decreased demand for new homes,decreased home prices offered by our competitors,home foreclosure and short-sale levels,decreased ability of

158、our homebuyers to obtain suitable mortgage loanfinancing and high levels of home order cancellations.Under such circumstances,we may be required to record impairments of our inventory.Any such inventoryimpairments would have a negative impact on our financial position and results of operations.Durin

159、g fiscal 2022,the increase in mortgage interest rates had asignificant impact on the homebuilding industry causing home sale prices to decrease and home sale incentives to increase across the industry.This has resulted ininventory impairments in certain of our communities due to the decline in the m

160、arket value of our housing completed or under construction and land and landunder development inventory.Natural disasters could cause an increase in home construction costs,as well as delays,and could negatively impact our business.The climates and geology of many of the markets in which we operate

161、present increased risks of natural disasters.To the extent that hurricanes,severestorms,earthquakes,droughts,floods,heavy or prolonged precipitation,wildfires or other natural disasters or similar events occur,the financial position,results ofoperations and cash flows of our business may be negative

162、ly impacted.Changes in energy prices or regulations may have an adverse effect on our cost of building homes.Some of the markets in which we operate are impacted by regulations related to energy,such as setbacks required from oil/gas drilling operations orrestrictions on the use of land.To the exten

163、t that these regulations are modified,the value of land we already own or the availability of land we are looking topurchase may decline,which may adversely impact the financial position,results of operations and cash flows of our business.Furthermore,pricing offered by oursuppliers and subcontracto

164、rs can be adversely affected by increases in various energy costs resulting in a negative impact to our financial position,results ofoperations and cash flows of our business.We have financial needs that we meet through the capital markets,including the debt and secondary mortgage markets,and disrup

165、tions in these marketscould have an adverse impact on the results of our business.We have financial needs that we meet through the capital markets,including the debt and secondary mortgage markets.Our requirements for additionalcapital,whether to finance operations or to service or refinance our exi

166、sting indebtedness,fluctuate as market conditions and our financial performance andoperations change.We cannot provide assurance that we will maintain cash reserves and generate sufficient cash flow from operations in an amount to enable us toservice our debt or to fund other liquidity needs.The ava

167、ilability of additional capital,whether from private capital sources or the public capital markets,fluctuates as our financial condition and marketconditions in general change.There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when

168、oursecurities cannot be sold at attractive prices,in which case we would not be able to access capital from these sources.Additionally,any reduction in our creditratings and/or a weakening of our financial condition,could adversely affect our ability to obtain necessary funds.Even if financing is av

169、ailable,it could be costlyor have other adverse consequences.10Table of ContentsIn addition,the sources and terms and conditions of our mortgage repurchase facility are subject to change.These changes may impact,among otherthings,availability of capital,cost of borrowings,collateral requirements and

170、 collateral advance rates.Our business is subject to numerous federal,state and local laws and regulations concerning land development,construction of homes,sales,mortgagelending,environmental and other aspects of our business.These laws and regulations could give rise to additional liabilities or e

171、xpenditures,or restrictions onour business.Our operations are subject to continuing compliance requirements mandated by applicable federal,state and local statutes,ordinances,rules andregulations,including zoning and land use ordinances,building,plumbing and electrical codes,contractors licensing la

172、ws,state insurance laws,federal and statehuman resources laws and regulations,and health and safety laws and regulations.Various localities in which we operate have imposed(or may impose in thefuture)fees on developers to fund schools,road improvements and low and moderate-income housing.Availabilit

173、y of and costs related to permit,water/sewer tap,and impact fees can impact our homebuilding operations.From time to time,variousmunicipalities in which our homebuilding subsidiaries operate restrict or place moratoria on the availability of utilities,including water and sewer taps.Additionally,cert

174、ain jurisdictions in which our homebuilding subsidiaries operate have proposed or enacted“slow growth”or“no growth”initiatives and othermeasures that may restrict the number of building permits available in any given year.These initiatives or other similar measures could reduce our ability to openne

175、w subdivisions and build and sell homes in the affected markets.The availability issues previously discussed and any increases in costs of these fees maynegatively impact our financial position,results of operations and cash flows.Our homebuilding operations also are affected by regulations pertaini

176、ng to availability of water,municipal sewage treatment capacity,land use,dustcontrols,oil and gas operations,building materials,population density and preservation of endangered species,natural terrain and vegetation.We are subject to growing local,state and federal statutes,ordinances,rules and reg

177、ulations concerning the protection of public health and theenvironment.These include regulating the emission or discharge of materials into the environment such as greenhouse gas emissions,storm water runoff,thehandling,use,storage and disposal of hazardous substances,and impacts to wetlands and oth

178、er sensitive environments.These restrictions and requirements couldincrease our operating costs and require additional capital investment,which could negatively impact our financial position,results of operations and cash flows.Further,we have extensive operations in the western United States,where

179、some of the most extensive environmental laws and building construction standards inthe country have been enacted.We believe we are in compliance in all material respects with existing governmental environment restrictions,standards andregulations applicable to our business,and such compliance has n

180、ot had a material impact on our business.Given the emerging and rapid changes ofenvironmental laws and other matters that may arise that are not currently known,we cannot predict our future exposure,and our future costs to achievecompliance or remedy potential violations could be significant.The par

181、ticular environmental laws and regulations that apply to any given homebuilding project vary greatly according to a particular sites location,thesites environmental conditions and the present and former uses.These environmental laws may result in project delays,cause us to incur substantial complian

182、ceand other costs and/or prohibit or severely restrict homebuilding activity in certain environmentally sensitive locations.Environmental laws and regulations mayalso have a negative impact on the availability and price of certain raw materials,such as lumber.Our revolving credit facility contains r

183、epresentations regarding anti-corruption and sanctions laws,a violation of which could result in an event of default.We also are subject to rules and regulations with respect to originating,processing,selling and servicing mortgage loans,which,among other things:prohibit discrimination and establish

184、 underwriting guidelines;provide for audits and inspections;require appraisals and/or credit reports on prospective borrowersand disclosure of certain information concerning credit and settlement costs;establish maximum loan amounts;prohibit predatory lending practices;and regulatethe referral of bu

185、siness to affiliated entities.The regulatory environment for mortgage lending is complex and ever changing and has led to an increase in the number of audits and examinations inthe industry.These examinations can include consumer lending practices,sales of mortgages to financial institutions and oth

186、er investors and the practices in thefinancial services segments of homebuilding companies.New rules and regulations or revised interpretations of existing rules and regulations applicable to ourmortgage lending operations could result in more stringent compliance standards,which may substantially i

187、ncrease costs of compliance.11Table of ContentsIn the ordinary course of business,we are required to obtain surety bonds,the unavailability of which could adversely affect our business.As is customary in the homebuilding industry,we often are required to provide surety bonds to secure our performanc

188、e under construction contracts,development agreements and other arrangements.Our ability to obtain surety bonds primarily depends upon our credit rating,capitalization,working capital,pastperformance,management expertise and certain external factors,including the overall capacity of the surety marke

189、t and the underwriting practices of surety bondissuers.The ability to obtain surety bonds also can be impacted by the willingness of insurance companies to issue surety bonds.If we are unable to obtain suretybonds when required,our financial position,results of operations and cash flows could be adv

190、ersely impacted.Product liability litigation and warranty claims that arise in the ordinary course of business may be costly.As a homebuilder,we are subject to construction defect and home warranty claims,as well as claims associated with the sale and financing of our homesarising in the ordinary co

191、urse of business.These types of claims can be costly.The costs of insuring against or directly paying for construction defect and productliability claims can be high and the amount of coverage offered by insurance companies may be limited.If we are not able to obtain adequate insurance againstthese

192、claims,we may incur additional expenses that would have a negative impact on our results of operations in future reporting periods.Additionally,changes inthe facts and circumstances of our pending litigation matters could have a material impact on our financial position,results of operations and cas

193、h flows.Repurchase requirements associated with HomeAmericans sale of mortgage loans,could negatively impact our business.We are subject to risks associated with mortgage loans,including conventional mortgage loans,FHA and VA mortgage loans,second mortgage loans,high loan-to-value mortgage loans and

194、 jumbo mortgage loans(mortgage loans with principal balances that exceed various thresholds in our markets).These risksmay include,among other things,compliance with mortgage loan underwriting criteria and the associated homebuyers performance,which could requireHomeAmerican to repurchase certain of

195、 those mortgage loans or provide indemnification.Repurchased mortgage loans and/or the settlement of claims associatedwith such loans could have a negative impact on HomeAmericans financial position,results of operations and cash flows.Because of the seasonal nature of our business,our quarterly ope

196、rating results can fluctuate.We may experience noticeable seasonality and quarter-to-quarter variability in homebuilding activity levels.In general,the number of homes deliveredand the associated home sale revenues increase during the third and fourth quarters,compared with the first and second quar

197、ters.We believe that this type ofseasonality reflects the historical tendency of homebuyers to purchase new homes in the spring and summer with deliveries scheduled in the fall or winter,as wellas the scheduling of construction to accommodate seasonal weather conditions in certain markets.We are dep

198、endent on the services of key employees,and the loss of their services could hurt our business.Although we believe that we have made provision for adequately staffing current operations,because of competition for experienced homebuildingindustry personnel,retaining our skilled people is an important

199、 area of focus.Our future success depends,in part,on our ability to attract,train and retain skilledpersonnel.If we are unable to retain our key employees or attract,train and retain other skilled personnel in the future,it could have an adverse impact on ourfinancial position,results of operations

200、and cash flows.The interests of certain controlling shareholders may be adverse to other investorsLarry A.Mizel and David D.Mandarich beneficially own,directly or indirectly through their affiliates,in the aggregate,approximately 22%of ourcommon stock.To the extent they and their affiliates vote the

201、ir shares in the same manner,their combined stock ownership may effectively give them the power toinfluence the election of members of our board of directors and other matters reserved for our shareholders.Information technology failures and cybersecurity breaches could harm our business.We use info

202、rmation technology and other computer resources to carry out important operational activities and to maintain our business records.Theseinformation technology systems are dependent upon electronic systems and other aspects of the internet infrastructure.A material breach in the security of ourinform

203、ation technology systems or other data security controls could result in third parties obtaining or corrupting customer,employee or company data.To date,we have not had a12Table of Contentsmaterial breach of data security,however such occurrences could have a material and adverse effect on our finan

204、cial position,results of operations and cash flows.Item 1B.Unresolved Staff Comments.None.Item 2.Properties.Our corporate office is located at 4350 South Monaco Street,Denver,Colorado 80237,where we lease all 144,000 square feet of office space in thebuilding.In many of our markets,our homebuilding

205、divisions and other MDC subsidiaries lease additional office space.While we are currently satisfied with thesuitability and capacity of our office locations to meet our current business needs,we continue to evaluate them in view of market conditions and the size of ouroperations.Item 3.Legal Proceed

206、ings.Because of the nature of the homebuilding business,we and certain of our subsidiaries and affiliates have been named as defendants in various claims,complaints and other legal actions arising in the ordinary course of business,including product liability claims and claims associated with the sa

207、le and financing ofour homes.In the opinion of management,the outcome of these ordinary course matters will not have a material adverse effect upon our financial condition,results of operations or cash flows.Item 4.Mine Safety Disclosures.Not applicable.13Table of ContentsPART IIItem 5.Market for Re

208、gistrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.At December 31,2022,we had 518 shareholders of record.The shares of our common stock are traded on the New York Stock Exchange under thetrading symbol MDC.On January 25,2021,the Company declared an 8%stock

209、dividend that was distributed on March 17,2021 to shareholders of record onMarch 3,2021.In accordance with Accounting Standards Codification Topic 260,“Earnings per Share”,basic and diluted earnings per share amounts,weighted-average shares outstanding,and dividends declared per share have been rest

210、ated for all periods presented to reflect the effect of this stock dividend.The table below sets forth the cash dividends declared and paid in 2022,2021 and 2020:Date ofDeclarationDate ofPaymentDividendper ShareTotalDividendsPaid(In thousands)2022First Quarter01/24/2202/23/22$0.50$35,583 Second Quar

211、ter04/26/2205/25/220.50 35,580 Third Quarter07/26/2208/24/220.50 35,622 Fourth Quarter10/24/2211/23/220.50 35,632$2.00$142,417 2021First Quarter01/25/2102/24/21$0.37$25,978 Second Quarter04/26/2105/26/210.40 28,249 Third Quarter07/26/2108/25/210.40 28,276 Fourth Quarter10/25/2111/24/210.50 35,339$1.

212、67$117,842 2020First Quarter01/27/2002/26/20$0.31$20,768 Second Quarter04/01/2005/20/200.31 20,914 Third Quarter07/27/2008/26/200.31 21,374 Fourth Quarter10/26/2011/24/200.37 25,952$1.29$89,008 14Table of ContentsThe following table provides information about our repurchases of common stock during t

213、he Three Months Ended December 31,2022:Period:Total Number ofShares PurchasedAveragePrice PaidPer ShareTotal Number ofShares Purchasedas Part of PubliclyAnnounced Planor Program Maximum Number ofShares that may yet be Purchasedunder thePlan or Program October 1 to October 31,2022 N/A 4,000,000 Novem

214、ber 1 to November 30,2022 N/A 4,000,000 December 1 to December 31,2022 N/A 4,000,000 _(1)We are authorized to repurchase up to 4,000,000 shares of our common stock.There were no shares of MDC common stock repurchased under this repurchase program during the years endedDecember 31,2022,2021 or 2020.T

215、his repurchase authorization has no expiration.Performance GraphSet forth below is a graph comparing the yearly change in the cumulative total return of MDCs common stock with the cumulative total return of theS&P 500 Stock Index and with that of a peer group of other homebuilders over the five-year

216、 period ended December 31,2022,weighted as of the beginning ofthat period.It is assumed in the graph that$100 was invested(1)in our common stock;(2)in the stocks of the companies in the S&P 500 Stock Index;and(3)inthe stocks of the peer group companies,just prior to the commencement of the period an

217、d that all dividends received within a quarter were reinvested in thatquarter.The peer group index is composed of the following companies:Beazer Homes USA,Inc.,D.R.Horton,Inc.,Hovnanian Enterprises,Inc.,KB Home,Lennar Corporation,M/I Homes,Inc.,Meritage Homes Corporation,NVR,Inc.,PulteGroup,Inc.and

218、Toll Brothers,Inc.The stock price performance shown on the following graph is not indicative of future price performance.Item 6.Reserved(1)(1)15Table of ContentsItem 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.The following discussion should be read in conj

219、unction with,and is qualified in its entirety by,the Consolidated Financial Statements and Notes theretoincluded elsewhere in this Annual Report on Form 10-K.This item contains forward-looking statements that involve risks and uncertainties.Actual results maydiffer materially from those indicated in

220、 such forward-looking statements.Factors that may cause such a difference include,but are not limited to,those discussedin“Item 1A,Risk Factors Relating to our Business.”This section of this Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisonsbetween 2022 and 2021.Discussio

221、ns of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found in“Managements Discussion and Analysis of Financial Condition and Results of Operations”in Part II,Item 7 of the Companys Annual Report on Form 10-K forthe fiscal year ended Decem

222、ber 31,2021.202220212020(Dollars in thousands,except per share amounts)Homebuilding:Home sale revenues$5,586,264$5,102,456$3,765,379 Home cost of sales(4,214,379)(3,924,093)(2,982,668)Inventory impairments(121,875)(1,600)Total cost of sales(4,336,254)(3,925,693)(2,982,668)Gross profit1,250,010 1,176

223、,763 782,711 Gross margin%22.4%23.1%20.8%Selling,general and administrative expenses(536,395)(493,993)(403,218)Loss on debt retirement(23,571)Interest and other income10,843 5,965 4,233 Other expense(32,991)(5,476)(5,209)Homebuilding pretax income691,467 659,688 378,517 Financial Services:Revenues13

224、1,723 152,212 135,832 Expenses(71,327)(64,477)(52,465)Other income(expense),net7,991 4,271(4,372)Financial services pretax income68,387 92,006 78,995 Income before income taxes759,854 751,694 457,512 Provision for income taxes(197,715)(178,037)(89,930)Net income$562,139$573,657$367,582 Earnings per

225、share:Basic$7.87$8.13$5.33 Diluted$7.67$7.83$5.17 Weighted average common shares outstanding:Basic71,035,558 70,174,281 68,531,856 Diluted72,943,844 72,854,601 70,676,581 Cash dividends declared per share$2.00$1.67$1.29 Cash provided by(used in):Operating Activities$905,646$(207,990)$(23,095)Investi

226、ng Activities$(585,885)$(27,679)$21,685 Financing Activities$(206,125)$335,156$31,170 16Table of ContentsEXECUTIVE SUMMARYOverviewIndustry Conditions and Outlook for MDC*During the first three months of 2022,housing market conditions and demand for our homes remained strong.During the second quarter

227、 of 2022,housingdemand slowed,and further deteriorated in the second half of 2022 as 30-year fixed mortgage rates increased significantly due to the Federal Reserves aggressiveactions to combat inflationary pressures.The magnitude and speed of these rate increases have caused many buyers to pause an

228、d reconsider a home purchase,resulting in lower gross orders,higher cancellations,and higher incentives.We expect these factors to continue to negatively impact demand in the near term.Management has responded to these declining housing market conditions by adjusting base pricing and incentives as n

229、ecessary to maintain a reasonable pace ofgross orders,offering financing incentives to assist our homebuyers in backlog impacted by the increase in mortgage rates and reducing acquisition spend on newhousing projects while industry conditions remain volatile and uncertain.While our cancellation rate

230、 as a percentage of homes in beginning backlog was aboveour historical average during the second half of the year,these cancellations have provided us with a source of quick move-in homes at a time when more buyersare looking for homes that can close quickly in order to provide certainty as to their

231、 ultimate mortgage rate at closing.Due to the change in consumer preferencesand the ongoing uncertainty around mortgage rates that has negatively impacted the build-to-order market,management has pivoted its strategy to focus on morespeculative construction starts to supplement build-to-order constr

232、uction activity.Like many within the industry,we have continued to see production challenges due to supply chain disruptions,labor market tightness,and shortages ofcertain building materials throughout 2022.These disruptions have caused both our construction and land development times to extend.Howe

233、ver,with thesoftening of demand and the resulting decrease in new home construction starts,we expect these challenges to begin easing in 2023.Despite these challenges,we achieved record home sale revenues of$5.59 billion,as well as strong consolidated net income of$562.1 million for the fullyear end

234、ed December 31,2022.Similar to past homebuilding cycles,we believe we are well-positioned to navigate the ever-evolving market conditions given ourseasoned leadership team and strong financial position.We ended the quarter with total cash and cash equivalents and marketable securities of$1.28 billio

235、n,totalliquidity of$2.43 billion and no senior note maturities until 2030.We generated cash flow from operating activities during the year ended December 31,2022 of$905.6 million and ended the year with a debt-to-capital ratio of 32.6%.While we remain confident in the long-term growth prospects for

236、the industry given the underproduction of new homes over more than the past decade,the current demand for new homes is subject to continued uncertainty due to many factors.These include ongoing inflation concerns,the Federal Reservescontinued quantitative tightening and the resulting impact on mortg

237、age interest rates,consumer confidence,the current geopolitical environment,the continuedimpact of the COVID-19 pandemic and other factors.The potential effect of these factors is highly uncertain and could adversely and materially impact ouroperations and financial results in future periods.Results

238、 for the Twelve Months Ended December 31,2022For the year ended December 31,2022,we reported net income of$562.1 million,or$7.67 per diluted share,a 2%decrease compared to net income of$573.7 million,or$7.83 per diluted share,for the prior year period.Our financial services business was the driver o

239、f the decrease,as pretax income decreased$23.6 million,or 26%.Also contributing to the decrease was our effective tax rate,which increased to 26.0%during the period December 31,2022 compared to23.7%in the prior year period.This was slightly offset by our homebuilding business,as pretax income increa

240、sed$31.8 million,or 5%.The increase inhomebuilding pretax income was the result of a 9%increase in home sale revenues,a 10 basis point decrease in our selling,general and administrative expenses asa percentage of revenue and a$23.6 million loss on debt retirement incurred in the prior year period.Th

241、ese increases in homebuilding pretax income werepartially offset by project abandonment expense of$33.1 million and$121.9 million of inventory impairments incurred in the year ended December 31,2022.Thedecrease in financial services pretax income was primarily due to our mortgage operations,as we ha

242、ve seen profitability per loan locked,closed and sold return tomore historical levels during the period ended December 31,2022 as competition in the primary mortgage market has increased.Further,within our mortgageoperations business,we saw a decrease in the number of loans locked primarily due to l

243、ower net home sales.The decrease in mortgage operations was partlyoffset by our insurance operations,which benefited from increased premium revenue within our captive insurance companies.The increase in our effective tax ratewas due to an increase in our state tax rate and limitations on deductible

244、executive compensation,as well as reversal of uncertain tax positions during the yearended December 31,2021.*See“Forward-Looking Statements”above.17Table of ContentsHomebuildingPretax Income(Loss)Year Ended December 31,2022Change2021Change2020Amount%Amount%(Dollars in thousands)West$413,426$(49,876)

245、(11)%$463,302$233,351 101%$229,951 Mountain245,456 13,933 6%231,523 56,522 32%175,001 East126,824 67,330 113%59,494 39,488 197%20,006 Corporate(94,239)392%(94,631)(48,190)104%(46,441)Total homebuilding pretax income$691,467$31,779 5%$659,688$281,171 74%$378,517 Homebuilding pretax income for 2022 wa

246、s$691.5 million,an increase of$31.8 million from$659.7 million for the year ended December 31,2021.Theincrease was primarily attributable to a 9%increase in home sale revenues,a 10 basis point improvement in selling,general and administrative expenses as apercentage of revenue and$23.6 million of lo

247、sses on debt retirement incurred in the prior year period.These increases were partially offset by projectabandonment expense of$33.1 million and a 70 basis point decrease in gross margin from home sales largely driven by$121.9 million of inventory impairments.Our West segment experienced a$49.9 mil

248、lion year-over-year decrease in pretax income,due to a decrease in gross margin from home sales largelydriven by$96.9 million of inventory impairments during the period ended December 31,2022.This was partially offset by a decrease in selling,general andadministrative expenses as a percentage of rev

249、enue and a 2%increase in home sale revenues.Our Mountain segment experienced a$13.9 million increase inpretax income from the prior year,as a result of an 8%increase in home sale revenues and a decrease in selling,general and administrative expenses as apercentage of revenue.This was partially offse

250、t by a decrease in gross margin from home sales,largely driven by$22.5 million of inventory impairments duringthe period ended December 31,2022.Our East segment experienced a$67.3 million increase in pretax income from the prior year,primarily due to a 53%increase in home sale revenues,an improved g

251、ross margin from home sales and a decrease in selling,general and administrative expenses as a percentage ofrevenue.Our Corporate segment experienced a$0.4 million decrease in pretax loss,due primarily to the$23.6 million loss on retirement of debt recognized in theprior year,an increase in the amou

252、nt of corporate cost allocated to our homebuilding and financial services segment,and an increase in interest income frommarketable securities acquired in the current year.This was partially offset by an increase in stock-based and deferred compensation expense.AssetsDecember 31,Change20222021Amount

253、%(Dollars in thousands)West$2,275,144$2,472,378$(197,234)(8)%Mountain1,005,6221,072,717(67,095)(6)%East427,926450,675(22,749)(5)%Corporate1,249,370547,364702,006128%Total homebuilding assets$4,958,062$4,543,134$414,928 9%Total homebuilding assets increased 9%from December 31,2021 to December 31,2022

254、.Homebuilding assets decreased in each of our homebuildingoperating segments largely due to a lower number of homes completed or under construction as of period-end.Corporate assets increased due to an increase incash and cash equivalents,deferred tax assets and marketable securities year-over-year.

255、18Table of ContentsNew Home Deliveries&Home Sale Revenues:Changes in home sale revenues are impacted by changes in the number of new homes delivered and the average selling price of those delivered homes.Commentary for each of our segments on significant changes in these two metrics is provided belo

256、w.December 31,20222021%ChangeHomesDollarValueAveragePriceHomesDollarValueAveragePriceHomesDollarValueAveragePrice(Dollars in thousands)West5,234$3,024,056$577.8 5,732$2,964,766$517.2(9)%2%12%Mountain2,616 1,689,376 645.8 2,770 1,567,198 565.8(6)%8%14%East1,860 872,832 469.3 1,480 570,492 385.5 26%53

257、%22%Total9,710$5,586,264$575.3 9,982$5,102,456$511.2(3)%9%13%December 31,20212020%ChangeHomesDollarValueAveragePriceHomesDollarValueAveragePriceHomesDollarValueAveragePrice(Dollars in thousands)West5,732$2,964,766$517.2 4,412$2,106,241$477.4 30%41%8%Mountain2,770 1,567,198 565.8 2,530 1,293,779 511.

258、4 9%21%11%East1,480 570,492 385.5 1,216 365,359 300.5 22%56%28%Total9,982$5,102,456$511.2 8,158$3,765,379$461.6 22%36%11%For the year ended December 31,2022,the number of new homes delivered in each of our segments was negatively impacted by an increase inconstruction cycle times year-over-year.This

259、 increase was primarily the result of extended permitting times,supply chain disruptions and labor shortages as aresult of the pandemic as well as the strong demand for new homes experienced in recent periods.West Segment CommentaryFor the year ended December 31,2022,the decrease in new home deliver

260、ies was the result of a decrease in backlog conversion rates due to increasedcycle times discussed above.This was partially offset by the construction status of those homes in beginning backlog for the respective periods as well as anincrease in the number of homes in backlog to begin the period.The

261、 decrease was also partially offset by an increase in the number of spec closings to 1,352homes in the year ended December 31,2022 from 783 in the same period during 2021.The average selling price of homes delivered increased as a result of priceincreases implemented during 2021 and the first quarte

262、r of 2022.Mountain Segment CommentaryFor the year ended December 31,2022,the decrease in new home deliveries was due to a decrease in backlog conversion rates as a result of the increasein cycle times discussed above.This was partially offset by an increase in beginning backlog and the construction

263、status of those homes in beginning backlog.Thedecrease was also partially offset by an increase in the number of spec closings to 683 homes in the year ended December 31,2022 from 428 in the same periodduring 2021.The average selling price of homes delivered increased as a result of price increases

264、implemented during 2021 and the first quarter of 2022.East Segment CommentaryFor the year ended December 31,2022,the increase in new home deliveries was due to an increase in beginning backlog as well as the construction statusof those homes in backlog.The increase was also due to an increase in the

265、 number of spec closings to 434 homes in the year ended December 31,2022 from 172in the same period during 2021.This was partially offset by an increase in cycle times as discussed above.The average selling price of homes delivered increasedas a result of price increases implemented during 2021 and

266、the first quarter of 2022.19Table of ContentsGross MarginOur gross margin from home sales for the year ended December 31,2022 decreased 70 basis points year-over-year from 23.1%to 22.4%.The decrease ingross margin from home sales was driven by$121.9 million of inventory impairments and$3.1 million o

267、f warranty accrual adjustments recorded in the currentyear,increased incentives as well as increased building costs year-over-year.These decreases were partially offset by price increases implemented in 2021 and thefirst quarter of 2022.Inventory ImpairmentsInventory impairments recognized by segmen

268、t for the years ended December 31,2022,2021 and 2020 are shown in the table below.Year Ended December 31,202220212020(Dollars in thousands)Housing Completed or Under Construction:West$8,017$1,600$Mountain1,812 East Subtotal9,829 1,600 Land and Land Under Development:West88,843 Mountain20,688 East2,5

269、15 Subtotal112,046 Total Inventory Impairments$121,875$1,600$The table below provides quantitative data,for the periods presented,where applicable,used in determining the fair value of the impaired inventory.Impairment DataQuantitative DataThree Months EndedNumber of SubdivisionsImpairedInventory Im

270、pairmentsFair Value of Inventory AfterImpairmentsDiscount Rate(Dollars in thousands)March 31,20221$660$1,728 N/ASeptember 30,2022928,415 44,615 15%18%December 31,20221692,800 96,496 15%20%Total$121,875 December 31,202111,600$6,903 N/ATotal$1,600 20Table of ContentsSelling,General and Administrative

271、ExpensesYear Ended December 31,2022Change2021Change2020(Dollars in thousands)General and administrative expenses$292,349$46,307$246,042$61,322$184,720General and administrative expenses as a percentage of home sale revenues5.2%40 bps4.8%(10)bps4.9%Marketing expenses$103,330$(1,105)$104,435$9,332$95,

272、103Marketing expenses as a percentage of home sale revenues1.8%(20)bps2.0%(50)bps2.5%Commissions expenses$140,716$(2,800)$143,516$20,121$123,395Commissions expenses as a percentage of home sale revenues2.5%(30)bps2.8%(50)bps3.3%Total selling,general and administrative expenses$536,395$42,402$493,993

273、$90,775$403,218Total selling,general and administrative expenses as a percentage of home salerevenues(SG&A Rate)9.6%(10)bps9.7%(100)bps10.7%For the year ended December 31,2022,the increase in our general and administrative expenses was primarily due to increased bonus,stock-based anddeferred compens

274、ation expenses and to a lesser extent increased salary related expenses due to higher average headcount.For the year ended December 31,2022,marketing expenses decreased slightly compared to the previous year as a result of decreased amortization ofdeferred selling cost and model home expenses,partia

275、lly offset by increased salary related expenses and product advertising expenses.For the year ended December 31,2022,commissions expenses decreased due to changes in our commission structure,which were partially offset byincreases in home sale revenues.21Table of ContentsOther Homebuilding Operating

276、 DataNet New Orders and Active Subdivisions:Changes in the dollar value of net new orders are impacted by changes in the number of net new orders and the average selling price of those homes.Commentary for each of our segments on significant changes in these two metrics is provided below.December 31

277、,20222021%ChangeHomesDollarValueAveragePriceMonthlyAbsorption Rate*HomesDollar ValueAveragePriceMonthlyAbsorptionRate*HomesDollarValueAveragePriceMonthlyAbsorption Rate*(Dollars in thousands)West2,909$1,735,202$596.5 2.016,238$3,417,437$547.8 5.25(53)%(49)%9%(62)%Mountain1,157 788,734 681.7 1.852,92

278、6 1,831,755 626.0 4.33(60)%(57)%9%(57)%East978 489,946 501.0 2.251,803 789,810 438.1 4.05(46)%(38)%14%(44)%Total5,044$3,013,882$597.5 2.0210,967$6,039,002$550.7 4.75(54)%(50)%9%(57)%December 31,20212020%ChangeHomesDollar ValueAverage PriceMonthly Absorption Rate*HomesDollar ValueAveragePriceMonthlyA

279、bsorptionRate*HomesDollarValueAveragePriceMonthly Absorption Rate*(Dollars in thousands)West6,238$3,417,437$547.8 5.256,099$3,078,584$504.8 5.292%11%9%(1)%Mountain2,926 1,831,755 626.0 4.333,337 1,818,833 545.1 4.46(12)%1%15%(3)%East1,803 789,810 438.1 4.051,576 562,419 356.9 4.2714%40%23%(5)%Total1

280、0,967$6,039,002$550.7 4.7511,012$5,459,836$495.8 4.85%11%11%(2)%*Calculated as total net new orders in period average active communities during period number of months in periodActive SubdivisionsAverage Active SubdivisionsDecember 31,Year Ended December 31,20222021%Change20222021%ChangeWest134 96 4

281、0%120 99 Mountain53 54(2)%52 56 East38 37 3%36 37 Total225 187 20%208 192 For the year ended December 31,2022,the number of net new orders in each of our segments was negatively impacted by a decrease in the monthly salesabsorption pace.This was driven by a lower pace of gross orders(before cancella

282、tions)as well as an increase in cancellations as a percentage of homes inbeginning backlog to start the respective quarters(“cancellation rates”).The lower pace of gross orders experienced during the year ended December 31,2022 wasthe result of the sharp rise in mortgage interest rates and homebuyer

283、 concerns about purchasing in an uncertain housing market.See the Cancellation Ratesection below for commentary on the increase in our cancellation rate.West Segment CommentaryFor the year ended December 31,2022,the decrease in net new orders was due to a decrease in the monthly sales absorption rat

284、e as discussed above.Thiswas partially offset by an increase in average active subdivisions year-over-year.The increase in average selling price was due to price increases implemented inthe second half of 2021 and the first quarter of 2022.Mountain Segment CommentaryFor the year ended December 31,20

285、22,the decrease in net new orders was due to a decrease in the monthly sales absorption rates as discussed above,aswell as a decrease in average active subdivisions year-over-year.The increase in average selling price was due to price increases implemented in the second half of2021 and the first qua

286、rter of 2022.22Table of ContentsEast Segment CommentaryFor the year ended December 31,2022,the decrease in net new orders was due to a decrease in the monthly sales absorption rate as discussed above,aswell as a decrease in average active subdivisions year-over-year.The increase in average selling p

287、rice was due to price increases implemented in the second half of2021 and the first quarter of 2022.Cancellation Rate:Cancellations As a Percentage of Homes in Beginning Backlog20222021Three Months EndedDec 31Sep 30Jun 30Mar 31Dec 31Sep 30Jun 30Mar 31West25%17%10%8%9%8%5%7%Mountain26%17%9%8%8%7%5%8%

288、East20%17%11%9%10%7%9%13%Total25%17%10%8%9%7%6%8%Cancellations As a Percentage of Gross SalesDecember 31,2022Change2021Change2020West44%28%16%(1)%Mountain50%32%18%(4)%East38%20%18%(6)%Total45%28%17%(2)%Our cancellation rates as a percentage of gross sales and as a percentage of homes in beginning ba

289、cklog increased year-over-year in each of our segmentsduring the year ended December 31,2022 and was above our typical historical levels.The increase in the respective cancellation rates was due to the rapid rise inmortgage rates during the year resulting in a softening in housing market demand and

290、overall homebuyer sentiment.Backlog:December 31,20222021%ChangeHomesDollarValueAveragePriceHomesDollarValueAveragePriceHomesDollarValueAverage Price(Dollars in thousands)West1,891$1,049,805$555.2 4,216$2,328,949$552.4(55)%(55)%Mountain715 515,460 720.9 2,174 1,402,052 644.9(67)%(63)%12%East368 187,6

291、29 509.9 1,250 567,695 454.2(71)%(67)%12%Total2,974$1,752,894$589.4 7,640$4,298,696$562.7(61)%(59)%5%At December 31,2022,we had 2,974 homes in backlog with a total value of$1.75 billion,representing respective decreases of 61%and 59%,respectively,from December 31,2021.The decrease in the number of h

292、omes in backlog is primarily a result of increased cancellations and a decrease in the paceof gross sales during 2022.This was partially offset by an increase in cycle times year-over-year within nearly all of our markets.The increase in the averageselling price of homes in backlog was due to price

293、increases implemented in the second half of 2021 and the first quarter of 2022.Our ability to convert backloginto closings could be negatively impacted in future periods by rising mortgage interest rates,the pandemic and other factors,the extent to which is highlyuncertain and depends on future deve

294、lopments.23Table of ContentsHomes Completed or Under Construction:December 31,20222021%ChangeUnsold:Completed396 25 1,484%Under construction1,063 312 241%Total unsold started homes1,459 337 333%Sold homes under construction or completed2,756 6,379(57)%Model homes under construction or completed555 4

295、79 16%Total homes completed or under construction4,770 7,195(34)%The increase in total unsold started homes is due to an increase in the cancellation rate during the year ended December 31,2022.The increase is also dueto a shift in strategy to focus on speculative construction starts given current m

296、arket conditions and a shift in consumer preferences.The decrease in sold homesunder construction or completed is due to a decrease in net sales during the year ended December 31,2022.Lots Owned and Optioned(including homes completed or under construction):December 31,2022December 31,2021LotsOwnedLo

297、tsOptionedTotalLotsOwnedLotsOptionedTotalTotal%ChangeWest12,66768713,35415,9684,53420,502(35)%Mountain5,3981,5616,9596,6604,17110,831(36)%East3,5341,4554,9894,3042,4436,747(26)%Total21,5993,70325,30226,93211,14838,080(34)%Our total owned and optioned lots at December 31,2022 were 25,302,a decrease o

298、f 34%from December 31,2021.This decrease is a result of ourintentional slowdown in land acquisition and approval activity due to current market uncertainty.We believe that our total lot supply is sufficient to meet ouroperating needs,consistent with our philosophy of maintaining a two to three year

299、supply of land.See Forward-Looking Statements above.Financial ServicesYear Ended December 31,ChangeChange2022Amount%2021Amount%2020(Dollars in thousands)Financial services revenuesMortgage operations$72,806$(34,729)(32)%$107,535$5,860 6%$101,675 Other58,917 14,240 32%44,677 10,520 31%34,157 Total fi

300、nancial services revenues$131,723$(20,489)(13)%$152,212$16,380 12%$135,832 Financial services pretax incomeMortgage operations$30,177$(39,278)(57)%$69,455$(1,562)(2)%$71,017 Other38,210 15,659 69%22,551 14,573 183%7,978 Total financial services pretax income$68,387$(23,619)(26)%$92,006$13,011 16%$78

301、,995 For the year ended December 31,2022,our financial services pretax income decreased$23.6 million or 26%from the same period in the prior year.Thedecrease in financial services pretax income was driven by our mortgage operations as a result of decreased profitability per loan locked,closed and so

302、ld duringthe period ended December 31,2022 due to increased competition in the primary mortgage market and special financing programs offered during 2022.Thedecrease in mortgage operations was partly offset by an increase in mortgage servicing revenue due to an increase in additions to the servicing

303、 portfolio year-over-year.The decrease was also partially offset by our insurance operations,which benefited from increased24Table of Contentspremium revenue within our captive insurance companies as well as an increase in interest income due to the marketable securities acquired during 2022.The tab

304、le below sets forth information for our mortgage operations relating to mortgage loans originated and capture rate.Year Ended December 31,2022%or PercentageChange2021%or PercentageChange2020(Dollars in thousands)Total Originations:Loans5,876(6)%6,247 10%5,688 Principal$2,746,9035%$2,622,158 23%$2,14

305、0,229 Capture Rate Data:Capture rate as%of all homes delivered60%(2)%62%(7)%69%Capture rate as%of all homes delivered(excludes cash sales)64%(1)%65%(7)%72%Mortgage Loan Origination Product Mix:FHA loans13%(3)%16%(6)%22%Other government loans(VA&USDA)21%2%19%(2)%21%Total government loans34%(1)%35%(8)

306、%43%Conventional loans66%1%65%8%57%100%100%100%Loan Type:Fixed rate99%(1)%100%100%ARM1%1%Credit Quality:Average FICO Score744 1%740 1%735 Other Data:Average Combined LTV ratio81%(3)%84%(1)%85%Full documentation loans100%100%100%Loans Sold to Third Parties:Loans5,977(4)%6,210 10%5,620 Principal$2,785

307、,712 9%$2,563,637 22%$2,104,624 Income TaxesWe recorded an income tax provision of$197.7 million,$178.0 million and$89.9 million for the years ended December 31,2022,2021 and 2020,respectively,and our resulting effective income tax rates were 26.0%,23.7%and 19.7%,respectively.Our tax provision and e

308、ffective tax rate is driven by(i)pre-tax book income for the full year,adjusted for items that are deductible/non-deductible for tax purposes only(i.e.,permanent items);(ii)benefits from federalenergy credits;(iii)taxable income generated in state jurisdictions that varies from consolidated income a

309、nd(iv)stock based compensation windfalls recorded asdiscrete items.The difference between our effective tax rate for the year ended December 31,2022 and the federal statutory rate was primarily due to 4.0%in statetaxes and a 3.1%increase due to limitations on deductible executive compensation.These

310、items were partially offset by 2.0%decrease due to benefits for federalenergy credits.25Table of ContentsLIQUIDITY AND CAPITAL RESOURCESWe use our liquidity and capital resources to(1)support our operations,including the purchase of land,land development and construction of homes;(2)provide working

311、capital;and(3)provide mortgage loans for our homebuyers.Our liquidity includes our cash and cash equivalents,marketable securities,Revolving Credit Facility(as defined below)and Mortgage Repurchase Facility(as defined below).Additionally,we have an existing effective shelf registrationstatement that

312、 allows us to issue equity,debt or hybrid securities up to$5.0 billion,of which$5.0 billion remains.Material Cash RequirementsWe are a party to many contractual obligations involving commitments to make payments to third parties.These obligations impact our short-term andlong-term liquidity and capi

313、tal resource needs.Certain contractual obligations are reflected on the Consolidated Balance Sheet as of December 31,2022,whileothers are considered future commitments.Our contractual obligations primarily consist of long-term debt and related interest payments,payments due on ourMortgage Repurchase

314、 Facility,purchase obligations related to expected acquisition of land under purchase agreements and land development agreements(many ofwhich are secured by letters of credit or surety bonds)and operating leases.Other material cash requirements include land acquisition and development costs notyet c

315、ontracted for,home construction costs,operating expenses,including our selling,general and administrative expenses,investments and funding of capitalimprovements and dividend payments.At December 31,2022,we had outstanding senior notes with varying maturities totaling an aggregate principal amount o

316、f$1.5 billion,with none payablewithin 12 months.Future interest payments associated with the notes total$1.3 billion,with$64.2 million payable within 12 months.As of December 31,2022,we had$29.8 million of required operating lease future minimum payments.At December 31,2022,we had deposits of$19.5 m

317、illion in the form of cash and$4.3 million in the form of letters of credit that secured option contractsto purchase 3,703 lots for a total estimated purchase price of$344.7 million.At December 31,2022,we had outstanding surety bonds and letters of credit totaling$362.0 million and$137.0 million,res

318、pectively,including$88.6million in letters of credit issued by HomeAmerican.The estimated cost to complete obligations related to these bonds and letters of credit were approximately$146.8 million and$87.5 million,respectively.We expect that the obligations secured by these performance bonds and let

319、ters of credit generally will be performedin the ordinary course of business and in accordance with the applicable contractual terms.To the extent that the obligations are performed,the relatedperformance bonds and letters of credit should be released and we should not have any continuing obligation

320、s.However,in the event any such performance bondsor letters of credit are called,our indemnity obligations could require us to reimburse the issuer of the performance bond or letter of credit.We have made nomaterial guarantees with respect to third-party obligations.Capital ResourcesOur capital stru

321、cture is primarily a combination of(1)permanent financing,represented by stockholders equity;(2)long-term financing,represented byour 3.850%senior notes due 2030,2.500%senior notes due 2031,6.000%senior notes due 2043,and 3.966%senior notes due 2061;(3)our Revolving CreditFacility and(4)our Mortgage

322、 Repurchase Facility.Because of our current balance of cash,cash equivalents,marketable securities,ability to access the capitalmarkets,and available capacity under both our Revolving Credit Facility and Mortgage Repurchase Facility,we believe that our capital resources are adequate tosatisfy our sh

323、ort and long-term capital requirements,including meeting future payments on our senior notes as they become due.See“Forward-LookingStatements”above.We may from time to time seek to retire or purchase our outstanding senior notes through cash purchases,whether through open market purchases,privately

324、negotiated transactions or otherwise.Such repurchases,if any,will depend on prevailing market conditions,our liquidity requirements,contractualrestrictions and other factors.The amounts involved may be material.Senior Notes,Revolving Credit Facility and Mortgage Repurchase FacilitySenior Notes.Our s

325、enior notes are not secured and,while the senior note indentures contain some restrictions on secured debt and other transactions,theydo not contain financial covenants.Our senior notes are fully and unconditionally guaranteed on an unsecured basis,jointly and severally,by most of ourhomebuilding se

326、gment subsidiaries.We believe that we are in compliance with the representations,warranties and covenants in the senior note indentures.26Table of ContentsRevolving Credit Facility.We have an unsecured revolving credit agreement(“Revolving Credit Facility”)with a group of lenders,which may be usedfo

327、r general corporate purposes.This agreement was amended on December 28,2020 to(1)increase the aggregate commitment from$1.0 billion to$1.2 billion(the Commitment),(2)extend the Revolving Credit Facility maturity of$1.125 billion of the Commitments to December 18,2025 with the remainingCommitment con

328、tinuing to terminate on December 18,2023 and(3)provide that the aggregate amount of the commitments may increase to an amount not toexceed$1.7 billion upon our request,subject to receipt of additional commitments from existing or additional lenders and,in the case of additional lenders,theconsent of

329、 the co-administrative agents.As defined in the Revolving Credit Facility,interest rates on base rate borrowings are equal to the highest of(1)0.0%,(2)a prime rate,(3)a federal funds effective rate plus 1.50%,and(4)a specified eurocurrency rate plus 1.00%and,in each case,plus a margin that is determ

330、inedbased on our credit ratings and leverage ratio.Interest rates on eurocurrency borrowings are equal to a specified eurocurrency rate plus a margin that is determinedbased on our credit ratings and leverage ratio.At any time at which our leverage ratio,as of the last day of the most recent calenda

331、r quarter,exceeds 55%,theaggregate principal amount of all consolidated senior debt borrowings outstanding may not exceed the borrowing base.There is no borrowing base requirement ifour leverage ratio,as of the last day of the most recent calendar quarter,is 55%or less.The Revolving Credit Facility

332、provides for a transition from the eurocurrency rate to a benchmark replacement upon the occurrence of certain events.The Revolving Credit Facility is fully and unconditionally guaranteed,jointly and severally,by most of our homebuilding segment subsidiaries.Thefacility contains various representati

333、ons,warranties and covenants that we believe are customary for agreements of this type.The financial covenants include aconsolidated tangible net worth test and a leverage test,along with a consolidated tangible net worth covenant,all as defined in the Revolving Credit Facility.Afailure to satisfy the foregoing tests does not constitute an event of default,but can trigger a“term-out”of the facili