Annual Statements Open main menu

Taylor Morrison Home Corp - Quarter Report: 2022 September (Form 10-Q)

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35873  
TAYLOR MORRISON HOME CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 83-2026677
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
4900 N. Scottsdale Road, Suite 2000 85251
Scottsdale, Arizona
(Address of principal executive offices) (Zip Code)
(480) 840-8100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)  

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 par valueTMHCNew York Stock Exchange
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 of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer   Accelerated filer 
Non-accelerated filer  ¨  Smaller reporting company 
Emerging growth company    


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class  
Outstanding as of October 26, 2022
Common stock, $0.00001 par value  108,346,617


Table of Contents
TAYLOR MORRISON HOME CORPORATION
TABLE OF CONTENTS
 Page
1

Table of Contents
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

September 30,
2022
December 31,
2021
Assets
Cash and cash equivalents$329,244 $832,821 
Restricted cash578 3,519 
Total cash, cash equivalents, and restricted cash329,822 836,340 
Owned inventory5,904,344 5,444,207 
Consolidated real estate not owned 54,733 55,314 
Total real estate inventory5,959,077 5,499,521 
Land deposits290,340 229,535 
Mortgage loans held for sale161,264 467,534 
Derivative assets23,832 2,110 
Lease right of use assets82,226 85,863 
Prepaid expenses and other assets, net188,671 314,986 
Other receivables, net214,282 150,864 
Investments in unconsolidated entities306,081 171,406 
Deferred tax assets, net151,240 151,240 
Property and equipment, net223,594 155,181 
Goodwill663,197 663,197 
Total assets$8,593,626 $8,727,777 
Liabilities
Accounts payable$264,190 $253,348 
Accrued expenses and other liabilities456,632 525,209 
Lease liabilities91,554 96,172 
Income taxes payable27,757 — 
Customer deposits527,412 485,705 
Estimated development liabilities37,958 38,923 
Senior notes, net2,173,798 2,452,322 
Loans payable and other borrowings409,791 404,386 
Revolving credit facility borrowings— 31,529 
Mortgage warehouse borrowings146,335 413,887 
Liabilities attributable to consolidated real estate not owned 54,733 55,314 
Total liabilities$4,190,160 $4,756,795 
COMMITMENTS AND CONTINGENCIES (Note 13)
Stockholders’ Equity
Total stockholders’ equity4,403,466 3,970,982 
Total liabilities and stockholders’ equity$8,593,626 $8,727,777 

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
2

Table of Contents
TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2022202120222021
Home closings revenue, net$1,983,775 $1,772,495 $5,511,204 $4,780,304 
Land closings revenue14,225 42,228 66,651 79,174 
Financial services revenue27,749 38,046 98,419 119,503 
Amenity and other revenue8,895 5,982 56,517 16,862 
Total revenue2,034,644 1,858,751 5,732,791 4,995,843 
Cost of home closings1,438,164 1,397,319 4,084,748 3,838,602 
Cost of land closings11,571 36,439 50,139 68,604 
Financial services expenses20,395 26,202 66,092 76,136 
Amenity and other expenses6,574 6,341 39,264 16,907 
Total cost of revenue1,476,704 1,466,301 4,240,243 4,000,249 
Gross margin557,940 392,450 1,492,548 995,594 
Sales, commissions and other marketing costs94,692 97,185 279,950 280,697 
General and administrative expenses52,357 70,425 189,905 201,975 
Net loss/(income) from unconsolidated entities1,180 (1,482)2,986 (9,269)
Interest expense, net4,382 710 13,823 594 
Other expense/(income), net5,751 47 (4,720)1,067 
Gain on extinguishment of debt, net(71)— (13,542)— 
Income before income taxes399,649 225,565 1,024,146 520,530 
Income tax provision90,418 53,098 243,300 120,865 
Net income before allocation to non-controlling interests 309,231 172,467 780,846 399,665 
Net loss/(income) attributable to non-controlling interests548 (4,333)(3,377)(9,363)
Net income available to Taylor Morrison Home Corporation$309,779 $168,134 $777,469 $390,302 
Earnings per common share
Basic$2.75 $1.35 $6.63 $3.07 
Diluted$2.72 $1.34 $6.56 $3.02 
Weighted average number of shares of common stock:
Basic112,701 124,378 117,242 127,217 
Diluted113,780 125,770 118,438 129,043 

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
3

Table of Contents

TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data, unaudited)
For the three months ended September 30, 2022
  
 Common StockAdditional
Paid-in
Capital
Treasury StockStockholders' Equity
 SharesAmountAmountSharesAmountRetained
Earnings
Accumulated 
Other
Comprehensive
Income
Non-controlling
Interest 
Total
Stockholders’
Equity
Balance – June 30, 2022113,640,725 $$3,008,619 45,556,244 $(991,276)$2,156,505 $689 $19,357 $4,193,895 
Net income— — — — — 309,779 — (548)309,231 
Exercise of stock options77,951 — 1,512 — — — — — 1,512 
Issuance of restricted stock units, net of shares withheld for tax(1)
2,757 — — — — — — — — 
Repurchase of common stock(4,213,256)— — 4,213,256 (104,999)— — — (104,999)
Stock compensation expense— — 5,333 — — — — — 5,333 
Distributions to non-controlling interests of consolidated joint ventures— — — — — — — (1,515)(1,515)
Changes in non-controlling interests of consolidated joint ventures— — — — — — — 
Balance – September 30, 2022
109,508,177 $$3,015,464 49,769,500 $(1,096,275)$2,466,284 $689 $17,303 $4,403,466 
(1) Dollar amount represents the value of shares withheld for taxes.

For the three months ended September 30, 2021
 
 Common StockAdditional
Paid-in
Capital
Treasury StockStockholders' Equity
 SharesAmountAmountSharesAmountRetained
Earnings
Accumulated 
Other
Comprehensive
Loss
Non-controlling
Interest
Total
Stockholders’
Equity
Balance – June 30, 2021125,910,318 $$2,977,269 32,167,192 $(624,615)$1,247,957 $(1,166)$69,403 $3,668,849 
Net income— — — — — 168,134 — 4,333 172,467 
Exercise of stock options276,595 — 5,778 — — — — — 5,778 
Issuance of restricted stock units, net of shares withheld for tax(1)
8,789 — (13)— — — — — (13)
Repurchase of common stock(3,309,196)— — 3,309,196 (91,659)— — — (91,659)
Stock compensation expense— — 4,793 — — — — — 4,793 
Distributions to non-controlling interests of consolidated joint ventures— — — — — — — (14,311)(14,311)
Changes in non-controlling interests of consolidated joint ventures— — — — — — — (8)(8)
Balance – September 30, 2021
122,886,506 $$2,987,827 35,476,388 $(716,274)$1,416,091 $(1,166)$59,417 $3,745,896 
(1) Dollar amount represents the value of shares withheld for taxes.
4

Table of Contents
For the nine months ended September 30, 2022
 Common StockAdditional
Paid-in
Capital
Treasury StockStockholders' Equity
 SharesAmountAmountSharesAmountRetained
Earnings
Accumulated 
Other
Comprehensive
Income
Non-controlling
Interest 
Total
Stockholders’
Equity
Balance – December 31, 2021121,833,649 $$2,997,211 36,828,559 $(760,863)$1,688,815 $689 $45,129 $3,970,982 
Net income— — — — — 777,469 — 3,377 780,846 
Exercise of stock options209,940 — 4,424 — — — — — 4,424 
Issuance of restricted stock units, net of shares withheld for tax(1)
405,529 — (3,645)— — — — — (3,645)
Repurchase of common stock(12,940,941)— — 12,940,941 (335,412)— — — (335,412)
Stock compensation expense— — 17,474 — — — — — 17,474 
Distributions to non-controlling interests of consolidated joint ventures— — — — — — — (30,443)(30,443)
Changes in non-controlling interests of consolidated joint ventures— — — — — — — (760)(760)
Balance – September 30, 2022
109,508,177 $$3,015,464 49,769,500 $(1,096,275)$2,466,284 $689 $17,303 $4,403,466 
(1) Dollar amount represents the value of shares withheld for taxes.

For the nine months ended September 30, 2021
 
 Common StockAdditional
Paid-in
Capital
Treasury StockStockholders' Equity
 SharesAmountAmountSharesAmountRetained
Earnings
Accumulated 
Other
Comprehensive
Loss
Non-controlling
Interest
Total
Stockholders’
Equity
Balance – December 31, 2020129,476,914 $$2,926,773 25,884,756 $(446,856)$1,025,789 $(1,166)$89,209 $3,593,750 
Net income— — — — — 390,302 — 9,363 399,665 
Exercise of stock options908,221 — 18,212 — — — — — 18,212 
Issuance of restricted stock units, net of shares withheld for tax(1)
388,798 — (4,870)— — — — — (4,870)
Warrant Exercises1,704,205 — 32,584 — — — — — 32,584 
Repurchase of common stock(8,565,933)— — 8,565,933 (236,831)— — — (236,831)
Common stock surrendered in connection with warrant exercise(1,025,699)— — 1,025,699 (32,587)— — — (32,587)
Stock compensation expense— — 15,128 — — — — — 15,128 
Distributions to non-controlling interests of consolidated joint ventures— — — — — — — (39,155)(39,155)
Balance – September 30, 2021
122,886,506 $$2,987,827 35,476,388 $(716,274)$1,416,091 $(1,166)$59,417 $3,745,896 
(1) Dollar amount represents the value of shares withheld for taxes.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
5

Table of Contents

TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 Nine Months Ended September 30,
 20222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income before allocation to non-controlling interests$780,846 $399,665 
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Net loss/(income) from unconsolidated entities2,986 (9,269)
Stock compensation expense17,474 15,128 
Gain on extinguishment of debt, net(13,542)— 
Gain on land transfers(14,508)— 
Distributions of earnings from unconsolidated entities5,318 9,050 
Depreciation and amortization25,448 29,726 
Operating lease expense20,543 12,167 
Debt issuance costs amortization1,574 355 
Change in Urban Form assets due to sale11,675 — 
Land held for sale write-downs— 4,590 
Changes in operating assets and liabilities:
Real estate inventory and land deposits(610,346)(678,809)
Mortgages held for sale, prepaid expenses and other assets245,633 (216,121)
Customer deposits41,707 209,290 
Accounts payable, accrued expenses and other liabilities(82,578)97,129 
Income taxes payable27,757 23,554 
Net cash provided by/(used in) operating activities459,987 (103,545)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(22,478)(15,698)
Distributions of capital from unconsolidated entities95,517 14,237 
Investments of capital into unconsolidated entities(91,846)(31,843)
Investments in equity securities— (10,000)
Net cash used in investing activities(18,807)(43,304)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans payable and other borrowings33,495 103,805 
Repayments on loans payable and other borrowings(50,761)(89,635)
Borrowings on revolving credit facilities182,548 126,692 
Repayments on revolving credit facilities(214,077)— 
Borrowings on mortgage warehouse facilities1,783,748 2,287,791 
Repayments on mortgage warehouse facilities(2,051,300)(2,179,395)
Repayments on senior notes(264,935)— 
Proceeds from stock option exercises4,424 18,212 
Payment of principal portion of finance lease(1,340)(1,325)
Repurchase of common stock, net(335,412)(236,831)
Payment of taxes related to net share settlement of equity awards(3,645)(5,494)
Cash and distributions to non-controlling interests of consolidated joint ventures, net(30,443)(36,095)
Net cash used in financing activities(947,698)(12,275)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH$(506,518)$(159,124)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period836,340 534,109 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period$329,822 $374,985 
SUPPLEMENTAL CASH FLOW INFORMATION:
Income tax payments$(176,683)$(96,753)
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in loans payable issued to sellers in connection with land purchase contracts$184,458 $174,297 
Change in inventory not owned$(581)$(64,344)
Investments of land in unconsolidated joint ventures, net$146,649 $— 
Net non-cash distributions from non-controlling interests$— $(3,060)
Common stock surrendered in connection with warrant exercises$— $32,587 
Common stock issued in connection with warrant exercises$— $(32,584)
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
6

Table of Contents
TAYLOR MORRISON HOME CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
Description of the Business — Taylor Morrison Home Corporation “TMHC” through its subsidiaries (together with TMHC referred to herein as “we,” “our,” “the Company” and “us”), owns and operates a residential homebuilding business and is a developer of lifestyle communities. We operate in the states of Arizona, California, Colorado, Florida, Georgia, Nevada, North and South Carolina, Oregon, Texas, and Washington. We provide an assortment of homes across a wide range of price points to appeal to an array of consumer groups. We design, build and sell single and multi-family detached and attached homes in traditionally high growth markets for entry level, move-up and resort lifestyle (formerly referred to as 55-plus active lifestyle) buyers. We are the general contractors for all real estate projects and retain subcontractors for home construction and land development. Our homebuilding segments operate under our Taylor Morrison, Darling Homes Collection by Taylor Morrison, and Esplanade brand names. We operate a “Build-to-Rent” homebuilding business where we serve as a land acquirer, developer, and homebuilder. In addition, we develop and construct multi-use properties consisting of commercial space, retail, and multi-family properties under the “Urban Form” brand. We also have operations which provide financial services to customers through our wholly owned mortgage subsidiary, Taylor Morrison Home Funding, Inc. (“TMHF”), title services through our wholly owned title services subsidiary, Inspired Title Services, LLC (“Inspired Title”), and homeowner’s insurance policies through our insurance agency, Taylor Morrison Insurance Services, LLC (“TMIS”). Our business is organized into multiple homebuilding operating components, and a financial services component, all of which are managed as four reportable segments: East, Central, West, and Financial Services.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation — The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for a full fiscal year.
We consolidate certain joint ventures in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The loss/income from the percentage of the joint ventures not owned by us is presented as “Net loss/income attributable to non-controlling interests” on the unaudited Condensed Consolidated Statements of Operations.

Use of Estimates — The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the unaudited Condensed Consolidated Financial Statements and these accompanying notes. Significant estimates include real estate development costs to complete, valuation of real estate, valuation of goodwill, valuation of development liabilities, valuation of equity awards, valuation allowance on deferred tax assets, and reserves for warranty and self-insured risks. Actual results could differ from those estimates.

Goodwill — The excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed is capitalized as goodwill in accordance with ASC Topic 350, Intangibles — Goodwill and Other. ASC 350 requires that goodwill and intangible assets that do not have finite lives not be amortized, but rather assessed for impairment at least annually or more frequently if certain impairment indicators are present. We perform our annual impairment test during the fourth quarter or whenever impairment indicators are present. We did not perform an impairment test during the third quarter of 2022 as indicators of impairment were not present.

Real Estate Inventory — Inventory consists of raw land, land under development, homes under construction, completed homes, and model homes, all of which are stated at cost. In addition to direct carrying costs, we also capitalize interest, real estate taxes, and related development costs that benefit the entire community, such as field construction supervision and related direct overhead. Home vertical construction costs are accumulated and charged to Cost of home closings at the time of home closing using the specific identification method. Land acquisition, development, interest, and real estate taxes are allocated to homes and units generally using the relative sales value method. Generally, all overhead costs relating to purchasing, vertical construction of a home, and construction utilities are considered overhead costs and allocated on a per unit basis. These costs are capitalized to inventory from the point development begins to the point construction is completed. Changes in estimated
7

Table of Contents
costs to be incurred in a community are generally allocated to the remaining lots on a prospective basis. For those communities that have been temporarily closed or development has been discontinued, we do not allocate interest or other costs to the community’s inventory until activity resumes. Such costs are expensed as incurred.

The life cycle of a typical community generally ranges from two to five years, commencing with the acquisition of unentitled or entitled land, continuing through the land development phase and concluding with the sale, construction and delivery of homes. Actual community duration will vary based on the size of the community, the sales absorption rate and whether we purchased the property as raw land or as finished lots.

We capitalize qualifying interest costs to inventory during the development and construction periods. Capitalized interest is charged to cost of home closings when the related inventory is charged to cost of home closings.

We assess the recoverability of our inventory in accordance with the provisions of ASC Topic 360, Property, Plant, and Equipment. We review our real estate inventory for indicators of impairment on a community-level basis during each reporting period. If indicators of impairment are present for a community, an undiscounted cash flow analysis is generally prepared in order to determine if the carrying value of the assets in that community exceeds the estimated undiscounted cash flows. Generally, if the carrying value of the assets exceeds their estimated undiscounted cash flows, the assets are potentially impaired, requiring a fair value analysis. Our determination of fair value is primarily based on a discounted cash flow model which includes projections and estimates relating to sales prices, construction costs, sales pace, and other factors. However, fair value can be determined through other methods, such as appraisals, contractual purchase offers, and other third party opinions of value. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. For the three and nine months ended September 30, 2022 and 2021, no impairment charges were recorded.

In certain cases, we may elect to cease development and/or marketing of an existing community if we believe the economic performance of the community would be maximized by deferring development for a period of time to allow for market conditions to improve. We refer to such communities as long-term strategic assets. The decision may be based on financial and/or operational metrics as determined by us. If we decide to cease development, we will evaluate the project for impairment and then cease future development and marketing activity until such a time when we believe that market conditions have improved and economic performance can be maximized. Our assessment of the carrying value of our long-term strategic assets typically includes subjective estimates of future performance, including the timing of when development will recommence, the type of product to be offered, and the margin to be realized. In the future, some of these inactive communities may be re-opened while others may be sold. As of September 30, 2022 and December 31, 2021, we had no inactive projects.

In the ordinary course of business, we enter into various option agreements to acquire lots in staged takedowns which may require a significant cash deposit. We are not legally obligated to purchase the balance of the lots, but would forfeit any existing deposits and could be subject to financial and other penalties if the lots are not purchased. Real estate not owned under these agreements is reflected in Consolidated real estate not owned with a corresponding liability in Liabilities attributable to consolidated real estate not owned in the unaudited Condensed Consolidated Balance Sheets.

Land held for sale — In some locations where we act as a developer, we occasionally purchase land that includes commercially zoned parcels or areas designated for school or government use, which we typically sell to commercial developers or municipalities, as applicable. We also sell residential lots or land parcels to manage our land and lot supply on larger tracts of land. Land is considered held for sale once management intends to actively sell a parcel within the next 12 months or the parcel is under contract to sell. Land held for sale is recorded at the lower of cost or fair value less costs to sell. In determining the value of land held for sale, we consider recent offers received, prices for land in recent comparable sales transactions, and other factors. We record fair value adjustments for land held for sale within Cost of land closings on the unaudited Condensed Consolidated Statements of Operations.

Land banking arrangements — We have land purchase agreements with various land sellers. As a method of acquiring land in staged takedowns, while limiting risk and minimizing the use of funds from our available cash or other financing sources, we may transfer our right under certain specific performance agreements to entities owned by third parties (“land banking arrangements”). These entities use equity contributions from their owners and/or incur debt to finance the acquisition and development of the land. The entities grant us an option to acquire lots in staged takedowns. In consideration for this option, we make a non-refundable deposit. We are not legally obligated to purchase the balance of the lots, but would forfeit any existing deposits and could be subject to financial and other penalties if the lots were not purchased. We do not have an ownership interest in these entities or title to their assets and do not guarantee their liabilities. These land banking arrangements help us manage the financial and market risk associated with land holdings.

8

Table of Contents
Investments in Consolidated and Unconsolidated Entities

Consolidated Entities — In the ordinary course of business, we enter into land purchase contracts, lot option contracts and land banking arrangements in order to procure land or lots for the construction of homes. Such contracts enable us to control significant lot positions with a minimal initial capital investment and substantially reduce the risks associated with land ownership and development. In accordance with ASC Topic 810, Consolidation, we have concluded that when we enter into these agreements to acquire land or lots and pay a non-refundable deposit, a Variable Interest Entity (“VIE”) may be created because we are deemed to have provided subordinated financial support that will absorb some or all of an entity’s expected losses if they occur. If we are the primary beneficiary of the VIE, we will consolidate the VIE and reflect such assets and liabilities as Consolidated real estate not owned within our real estate inventory balance in the unaudited Condensed Consolidated Balance Sheets.

Unconsolidated Joint Ventures — We use the equity method of accounting for entities over which we exercise significant influence but do not have a controlling interest over the operating and financial policies of the investee. For unconsolidated entities in which we function as the managing member, we have evaluated the rights held by our joint venture partners and determined that the partners have substantive participating rights that preclude the presumption of control. Our share of net earnings or losses is included in Net income/loss from unconsolidated entities when earned and distributions are credited against our investment in the joint venture when received. These joint ventures are recorded in Investments in unconsolidated entities on the unaudited Condensed Consolidated Balance Sheets.

We evaluate our investments in unconsolidated entities for indicators of impairment semi-annually. A series of operating losses of an investee or other factors may indicate that a decrease in value of our investment in the unconsolidated entity has occurred which is other-than-temporary. The amount of impairment recognized, if any, is the excess of the investment's carrying amount over its estimated fair value. Additionally, we consider various qualitative factors to determine if a decrease in the value of the investment is other-than-temporary. These factors include age of the venture, stage in its life cycle, intent and ability for us to recover our investment in the entity, financial condition and long-term prospects of the entity, short-term liquidity needs of the unconsolidated entity, trends in the general economic environment of the land, entitlement status of the land held by the unconsolidated entity, overall projected returns on investment, defaults under contracts with third parties (including bank debt), recoverability of the investment through future cash flows and relationships with the other partners. If we believe that the decline in the fair value of the investment is temporary, then no impairment is recorded. We recorded no material impairment charges related to the investments in unconsolidated entities for the three and nine months ended September 30, 2022 and 2021.

Revenue Recognition — We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). The standard's core principle requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services.

Home and land closings revenue
Under Topic 606, the following steps are applied to determine the proper home closings revenue and land closings revenue recognition: (1) we identify the contract(s) with our customer; (2) we identify the performance obligations in the contract; (3) we determine the transaction price; (4) we allocate the transaction price to the performance obligations in the contract; and (5) we recognize revenue when (or as) we satisfy the performance obligation. For our home sales transactions, we have one contract, with one performance obligation, with each customer to build and deliver the home purchased (or develop and deliver land). Based on the application of the five steps, the following summarizes the timing and manner of home and land sales revenue:
Revenue from closings of residential real estate is recognized when closings have occurred, the buyer has made the required minimum down payment, obtained necessary financing, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.       
Revenue from land sales is recognized when a significant down payment is received, title passes and collectability of the receivable, if any, is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.

Amenity and other revenue
We own and operate certain amenities such as golf courses, club houses, and fitness centers, which require us to provide club members with access to the facilities in exchange for the payment of club dues. We collect club dues and other fees from the club members, which are invoiced on a monthly basis. Revenue from our golf club operations is also included in amenity and
9

Table of Contents
other revenue. Amenity and other revenue also includes revenue from the sale of assets which include multi-use properties as part of our Urban Form operations.

Financial services revenue
Mortgage operations and hedging activity related to financial services are not within the scope of Topic 606. Loan origination fees (including title fees, points, and closing costs) are recognized at the time the related real estate transactions are completed, which is usually upon the close of escrow. All of the loans TMHF originates are sold to third party investors within a short period of time, on a non-recourse basis. Gains and losses from the sale of mortgages are recognized in accordance with ASC Topic 860-20, Sales of Financial Assets. TMHF does not have continuing involvement with the transferred assets; therefore, we derecognize the mortgage loans at time of sale, based on the difference between the selling price and carrying value of the related loans upon sale, recording a gain/loss on sale in the period of sale. Also included in Financial services revenue/expenses are realized and unrealized gains and losses from hedging instruments.

Recently Issued Accounting Pronouncements — In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients for applying U.S. GAAP to contracts affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The guidance was effective beginning March 12, 2020 and entities may elect to apply the amendments prospectively through December 31, 2022. The use of LIBOR is primarily limited to our financial services mortgage warehouse facilities and our Revolving Credit Facilities. Our warehouse facilities have been modified to directly replace the reference rate and did not change the amount or timing of contractual cash flows. As such, we have elected the use of the practical expedient and treated such modification as a continuation of the debt agreement. Our Revolving Credit Facilities provide the option to continue the use of LIBOR until its expiration. The adoption of ASU 2020-04 has not had a material impact on our unaudited Condensed Consolidated Financial Statements.

3. EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income available to TMHC by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share gives effect to the potential dilution that could occur if all outstanding dilutive equity awards to issue shares of Common Stock were exercised or settled.
The following is a summary of the components of basic and diluted earnings per share (in thousands, except per share amounts):
 Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Numerator:
Net income available to TMHC $309,779 $168,134 $777,469 $390,302 
Denominator:
Weighted average shares – basic 112,701 124,378 117,242 127,217 
Restricted stock units 629 796 659 833 
Stock Options 450 596 537 756 
Warrants — — — 237 
Weighted average shares – diluted113,780 125,770 118,438 129,043 
Earnings per common share – basic:
Net income available to Taylor Morrison Home Corporation$2.75 $1.35 $6.63 $3.07 
Earnings per common share – diluted:
Net income available to Taylor Morrison Home Corporation$2.72 $1.34 $6.56 $3.02 

The above calculations of weighted average shares exclude 1,560,934 and 1,470,941 anti-dilutive stock options and unvested restricted stock units (“RSUs”) for the three and nine months ended September 30, 2022, respectively, and 1,218,781 and 1,063,586 anti-dilutive stock options and unvested RSUs for the three and nine months ended September 30, 2021, respectively.


10

Table of Contents
4. REAL ESTATE INVENTORY AND LAND DEPOSITS
Inventory consists of the following (in thousands):
As of
September 30,
2022
December 31, 2021
Real estate developed and under development $3,787,988 $3,895,681 
Real estate held for development or held for sale (1)
44,177 70,305 
Operating communities (2)
1,881,718 1,309,551 
Capitalized interest190,461 168,670 
Total owned inventory5,904,344 5,444,207 
Consolidated real estate not owned54,733 55,314 
Total real estate inventory$5,959,077 $5,499,521 
(1) Real estate held for development or held for sale includes properties which are not in active production.
(2) Operating communities consist of all vertical construction costs relating to homes in progress and completed homes.

The development status of our land inventory is as follows (dollars in thousands):
 
As of
September 30, 2022December 31, 2021
 Owned LotsBook Value of Land
and Development
Owned LotsBook Value of Land
and Development
Homebuilding owned lots
Undeveloped15,238 $517,929 17,671 $636,385 
Under development 11,345 1,051,698 11,446 964,353 
Finished 19,874 2,257,495 18,896 2,266,309 
Total homebuilding owned lots46,457 3,827,122 48,013 3,867,047 
Other assets(1)
— 5,043 5,298 98,939 
Total owned lots46,457 $3,832,165 53,311 $3,965,986 
(1)The remaining book value of land and development as of September 30, 2022 relates to parcels of commercial assets which are. excluded from the owned lots presented in the table.

The homebuilding owned lots presented above as of December 31 2021 have been recast as a result of an operational change in classification in the current period. Undeveloped lots are those where no phase specific development work has commenced. Under development lots include land where phase specific development has commenced. Finished lots are fully developed for which vertical construction can commence. Our current classification allows for multi-phase or master planned communities to be presented in more than one lot status based on their development compared to our prior process which grouped all phases of a multi-phase or master planned community into one category based on the phase that was most developed. We believe this operational change provides better transparency into lot status and the book value of such lots.

We have land option purchase contracts, land banking arrangements and other controlled lot agreements. We do not have title to the properties, and the property owner and its creditors generally only have recourse against us in the form of retaining any non-refundable deposits. We are also not legally obligated to purchase the balance of the lots. Deposits related to these lots are capitalized when paid and classified as Land deposits until the associated property is purchased. The table below presents a summary of our controlled lots for the following periods (dollars in thousands):

11

Table of Contents
As of
September 30, 2022December 31, 2021
Controlled LotsPurchase Price
Land Deposit (1)
Controlled LotsPurchase Price
Land Deposit (1)
Homebuilding controlled lots
Land option purchase contracts7,193 $474,383 $57,919 8,360 $507,161 $57,554 
Land banking arrangements 6,982 1,037,293 154,502 5,731 749,813 117,721 
Other controlled lots19,520 1,197,006 64,618 14,671 1,338,284 38,505 
Total controlled lots33,695 $2,708,682 $277,039 28,762 $2,595,258 $213,780 
(1) Land deposits are non-refundable and represent exposure to loss related to our contracts with third parties, unconsolidated entities, and land banking arrangements.. In addition, at September 30, 2022 and December 31, 2021 we had refundable deposits of $13.3 million and $15.7 million respectively.


Capitalized Interest — Interest capitalized, incurred and amortized is as follows (in thousands):
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2022202120222021
Interest capitalized - beginning of period$185,364 $180,520 $168,670 $163,780 
Interest incurred and capitalized(1)
38,871 37,991 119,415 116,126 
Interest amortized to cost of home closings(33,774)(37,951)(97,624)(99,346)
Interest capitalized - end of period$190,461 $180,560 $190,461 $180,560 
(1) Excludes Interest expense, net on the unaudited Condensed Consolidated Statement of Operations as such amounts are not capitalizable.
5. INVESTMENTS IN CONSOLIDATED AND UNCONSOLIDATED ENTITIES
Unconsolidated Entities
We have investments in a number of joint ventures with third parties. These entities are generally involved in real estate development, homebuilding, Build-to-Rent, and/or mortgage lending activities. The primary activity of the real estate development joint ventures is development and sale of lots to joint venture partners and/or unrelated builders. Our share of the joint venture profit relating to lots we purchase from the joint ventures is deferred until homes are delivered by us and title passes to a homebuyer.

During the three and nine months ended September 30, 2022, we transferred land at fair value as part of an initial investment in existing unconsolidated joint ventures . In accordance with ASC 606 this was considered a transfer as we have no continuing involvement and the joint venture obtained title, physical possession, maintains risks and rewards of the property and has accepted the property. Included in Other expense/(income), net on the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 is a gain of $0.8 million and $14.5 million, respectively, related to land transfers and represents the difference between the fair value and carrying value of the land at the time of contribution.

Summarized, unaudited combined financial information of unconsolidated entities that are accounted for by the equity method are as follows (in thousands):
12

Table of Contents
As of
September 30,
2022
December 31,
2021
Assets:
Real estate inventory$717,667 $414,687 
Other assets132,990 118,990 
Total assets$850,657 $533,677 
Liabilities and owners’ equity:
Debt$137,386 $167,842 
Other liabilities31,961 16,245 
Total liabilities169,347 184,087 
Owners’ equity:
TMHC306,081 171,406 
Others375,229 178,184 
Total owners’ equity681,310 349,590 
Total liabilities and owners’ equity$850,657 $533,677 

 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2022202120222021
Revenues$25,495 $21,833 $150,062 $101,458 
Costs and expenses(27,310)(16,647)(145,238)(73,705)
(Loss)/income of unconsolidated entities$(1,815)$5,186 $4,824 $27,753 
TMHC’s share in (loss)/income of unconsolidated entities$(1,180)$1,482 $(2,986)$9,269 
Distributions to TMHC from unconsolidated entities$10,006 $2,945 $100,835 $23,287 

Consolidated Entities
We have several joint ventures for the purpose of real estate development and homebuilding activities, which we have determined to be VIEs. As the managing member, we oversee the daily operations and have the power to direct the activities of the VIEs, or joint ventures. For this specific subset of joint ventures, based upon the allocation of income and loss per the applicable joint venture agreements and certain performance guarantees, we have potentially significant exposure to the risks and rewards of the joint ventures. Therefore, we are the primary beneficiary of these joint venture VIEs, and these entities are consolidated.

As of September 30, 2022, the assets of the consolidated joint ventures totaled $273.0 million, of which $35.3 million was cash and cash equivalents, $62.6 million was owned inventory and $125.3 million was fixed assets. The fixed asset balance is held for sale as of September 30, 2022. As of December 31, 2021, the assets of the consolidated joint ventures totaled $291.8 million, of which $22.3 million was cash and cash equivalents, $147.6 million was owned inventory and $74.3 million was fixed assets. The liabilities of the consolidated joint ventures totaled $159.2 million and $165.1 million as of September 30, 2022 and December 31, 2021, respectively, and were primarily comprised of notes payable, accounts payable and accrued liabilities.

6. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following (in thousands):

13

Table of Contents
As of
September 30, 2022
As of
December 31, 2021
Real estate development costs to complete$42,384 $49,833 
Compensation and employee benefits113,877 166,272 
Self-insurance and warranty reserves139,991 141,839 
Interest payable35,112 48,551 
Property and sales taxes payable31,648 29,384 
Other accruals93,620 89,330 
Total accrued expenses and other liabilities$456,632 $525,209 

Self-Insurance and Warranty Reserves – We accrue for the expected costs associated with our limited warranty, deductibles and self-insured amounts under our various insurance policies within Beneva Indemnity Company (“Beneva”), a wholly owned subsidiary. A summary of the changes in our reserves are as follows (in thousands):
 Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Reserve - beginning of period$137,491 $116,121 $141,839 $118,116 
Additions to reserves2,514 19,459 34,917 50,244 
Cost of claims incurred(3,541)(19,313)(43,743)(54,245)
Changes in estimates to pre-existing reserves3,527 279 6,978 2,431 
Reserve - end of period$139,991 $116,546 $139,991 $116,546 


14

Table of Contents
7. DEBT
Total debt consists of the following (in thousands):
As of
September 30, 2022December 31, 2021
PrincipalUnamortized Debt Issuance (Costs)/PremiumCarrying ValuePrincipalUnamortized Debt Issuance (Costs)/PremiumCarrying Value
5.875% Senior Notes due 2023(1)
$350,000 $(307)$349,693 $350,000 $(733)$349,267 
5.625% Senior Notes due 2024
350,000 (763)349,237 350,000 (1,166)348,834 
5.875% Senior Notes due 2027
500,000 (3,655)496,345 500,000 (4,243)495,757 
6.625% Senior Notes due 2027
35,040 1,789 36,829 300,000 17,718 317,718 
5.75% Senior Notes due 2028
450,000 (3,341)446,659 450,000 (3,814)446,186 
5.125% Senior Notes due 2030
500,000 (4,965)495,035 500,000 (5,440)494,560 
Senior Notes subtotal$2,185,040 $(11,242)$2,173,798 $2,450,000 $2,322 $2,452,322 
Loans payable and other borrowings409,791 — 409,791 404,386 — 404,386 
$1 Billion Revolving Credit Facility(2)
— — — — — — 
$100 Million Revolving Credit Facility(2)
— — — 31,529 — 31,529 
Mortgage warehouse borrowings146,335 — 146,335 413,887 — 413,887 
Total debt$2,741,166 $(11,242)$2,729,924 $3,299,802 $2,322 $3,302,124 
(1)As of September 30, 2022, notice of full redemption for the entire outstanding principal amount of the notes was issued. The full notice of redemption states that the entire outstanding principal amount of the 2023 Notes will be redeemed on October 31, 2022 at a redemption price equal to 100.000% of the aggregate principal amount of the 2023 Notes to be redeemed plus the applicable premium (as defined in the indenture governing the 2023 Notes) and accrued and unpaid interest through the redemption date.
(2)The $1 Billion Revolving Credit Facility Agreement together with the $100 Million Revolving Credit Facility Agreement, the “Revolving Credit Facilities”

Debt Instruments
Excluding the debt instruments discussed below, the terms governing all other debt instruments listed in the table above have not substantially changed from the year ended December 31, 2021. For information regarding such instruments, refer to Note 8 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021. As of September 30, 2022, we were in compliance with all of the covenants in the debt instruments listed in the table above.

6.625% Senior Notes due 2027

Following our exchange offer in the first quarter of 2020 (the “Exchange Offer”), whereby Taylor Morrison Communities, Inc (“TM Communities”) offered to exchange any and all outstanding senior notes issued by William Lyon Homes (“WLH”), we had $290.4 million aggregate principal amount of 6.625% Senior Notes due 2027 issued by TM Communities (the “2027 6.625% TM Communities Notes”) and $9.6 million aggregate principal amount of 6.625% Senior Notes due 2027 issued by WLH (the “2027 6.625% WLH Notes” and together with the 2027 6.625% TM Communities Notes, the “2027 6.625% Senior Notes”). The 2027 6.625% TM Communities Notes are obligations of TM Communities and are guaranteed by Taylor Morrison Home III Corporation, Taylor Morrison Holdings, Inc. and their homebuilding subsidiaries (collectively, the “Guarantors”).

In connection with the consummation of the Exchange Offer, WLH entered into a supplemental indenture to eliminate substantially all of the covenants in the indenture governing the 2027 6.625% WLH Notes, including the requirements to offer to purchase such notes upon a change of control, and to eliminate certain other restrictive provisions and events that constitute an “Event of Default” in such indenture.

On June 13, 2022, TM Communities announced a cash tender offer to purchase any and all of the $290.4 million outstanding aggregate principal amount of the 2027 6.625% TM Communities Notes (the “Tender Offer”), which expired July 12, 2022. As of June 30, 2022, TM Communities had purchased $264.1 million of the 2027 6.625% TM Communities Notes pursuant to the Tender Offer using cash on hand and borrowings on our $1 Billion Revolving Credit Facility at a price equal to 100% of the principal amount, plus accrued and unpaid interest up to, but excluding, the settlement date. As a result of the Tender Offer, we recorded a total net gain on extinguishment of debt of approximately $13.5 million on the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2022. During the three months ended September 30, 2022,
15

Table of Contents
TM Communities repurchased an additional $0.8 million of the 2027 6.625% TM Communities Notes at a price equal to 97% of the principal amount, resulting in a total of $265.0 million in aggregate principal amount of outstanding 2027 6.625% TM Communities Notes being repurchased pursuant to the Tender Offer.

In connection with the Tender Offer, TM Communities also solicited consents from holders of the 2027 6.625% TM Communities Notes to amend the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants of the indenture (the “Proposed Amendments”). As of June 27, 2022, TM Communities had received the requisite consents to effect the Proposed Amendments and, as a result, a supplemental indenture was executed to effect the Proposed Amendments, which became effective on June 29, 2022.

The remaining 2027 6.625% Senior Notes mature on July 15, 2027. On or after July 15, 2022, the remaining 2027 6.625% Senior Notes are redeemable at a price equal to 103.313% of principal (plus accrued and unpaid interest). On or after July 15, 2023, the 2027 6.625% Senior Notes are redeemable at a price equal to 102.208% of principal (plus accrued and unpaid interest). On or after July 31, 2024, the 2027 6.625% Senior Notes are redeemable at a price equal to a 101.104% of principal (plus accrued and unpaid interest). On or after July 15, 2025, the remaining 2027 6.625% Senior Notes are redeemable at a price equal to 100% of principal (plus accrued and unpaid interest).

$1 Billion Revolving Credit Facility
On September 9, 2022, we entered into an agreement to exercise the accordion feature under our existing Amended and Restated Credit Agreement (the “Credit Agreement”) increasing the aggregate commitments from $800.0 million to $1.0 billion. The commitments established have the same terms and conditions as the existing commitments under the Credit Agreement.

Our $1 Billion Revolving Credit Facility has a maturity date of March 11, 2027. We had no outstanding borrowings under our $1 Billion Revolving Credit Facility as of September 30, 2022 and December 31, 2021.

As of September 30, 2022 and December 31, 2021, we had $3.8 million and $1.1 million, respectively, of unamortized debt issuance costs relating to our $1 Billion Revolving Credit Facility, which are included in Prepaid expenses and other assets, net, on the unaudited Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021, we had $61.2 million and $58.7 million, respectively, of utilized letters of credit, resulting in $938.8 million and $741.3 million, respectively, of availability under the $1 Billion Revolving Credit Facility.
The $1 Billion Revolving Credit Facility contains certain “springing” financial covenants, requiring us and our subsidiaries to comply with a maximum debt to capitalization ratio of not more than 0.60 to 1.00 and a minimum consolidated tangible net worth level, currently of at least $2.8 billion. The financial covenants would be in effect for any fiscal quarter during which any (a) loans under the $1 Billion Revolving Credit Facility are outstanding during the last day of such fiscal quarter or on more than five separate days during such fiscal quarter or (b) undrawn letters of credit (except to the extent cash collateralized) issued under the $1 Billion Revolving Credit Facility in an aggregate amount greater than $40.0 million or unreimbursed letters of credit issued under the $1 Billion Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five consecutive days during such fiscal quarter. For purposes of determining compliance with the financial covenants for any fiscal quarter, the $1 Billion Revolving Credit Facility provides that we may exercise an equity cure by issuing certain permitted securities for cash or otherwise recording cash contributions to our capital that will, upon the contribution of such cash to the borrower, be included in the calculation of consolidated tangible net worth and consolidated total capitalization. The equity cure right is exercisable up to twice in any period of four consecutive fiscal quarters and up to five times overall.

The $1 Billion Revolving Credit Facility contains certain restrictive covenants including limitations on incurrence of liens, the payment of dividends and other distributions, asset dispositions and investments in entities that are not guarantors, limitations on prepayment of subordinated indebtedness and limitations on fundamental changes. The $1 Billion Revolving Credit Facility contains customary events of default, subject to applicable grace periods, including for nonpayment of principal, interest or other amounts, violation of covenants (including financial covenants, subject to the exercise of an equity cure), incorrectness of representations and warranties in any material respect, cross default and cross acceleration, bankruptcy, material monetary judgments, ERISA events with material adverse effect, actual or asserted invalidity of material guarantees and change of control.

As of September 30, 2022, we were in compliance with all of the covenants under the $1 Billion Revolving Credit Facility.


Mortgage Warehouse Borrowings
16

Table of Contents
The following is a summary of our mortgage warehouse borrowings (in thousands):

 As of September 30, 2022
FacilityAmount
Drawn
Facility
Amount
Interest Rate(1)
Expiration Date
Collateral (2)
Warehouse A$24,612 $60,000 
Daily SOFR + 1.70%
On DemandMortgage Loans
Warehouse B20,578 75,000 
BSBY 1M + 1.65%
On DemandMortgage Loans
Warehouse C37,671 75,000 
Term SOFR + 1.65%
On DemandMortgage Loans and Restricted Cash
Warehouse D26,177 70,000 
Daily SOFR + 1.50%
September 6, 2023Mortgage Loans
Warehouse E37,297 70,000 
Term SOFR + 1.60%
On DemandMortgage Loans
Total$146,335 $350,000 
 As of December 31, 2021
FacilityAmount DrawnFacility Amount
Interest Rate(3)
Expiration Date
Collateral (2)
Warehouse A$12 $10,000 
LIBOR + 1.75%
On DemandMortgage Loans
Warehouse B86,409 150,000 
LIBOR + 1.75%
On DemandMortgage Loans
Warehouse C116,601 250,000 
LIBOR + 2.05%
On DemandMortgage Loans and Restricted Cash
Warehouse D105,065 150,000 
LIBOR + 1.65%
November 20, 2022Mortgage Loans
Warehouse E105,800 200,000 
LIBOR + 1.50%
On DemandMortgage Loans
Total$413,887 $760,000 
(1) As of September 30, 2022, our warehouse borrowings transitioned from LIBOR to the Secured Overnight Financing Rate (SOFR), and the Bloomberg Short-Term Bank Yield Index (BSBY).
(2) The mortgage warehouse borrowings outstanding as of September 30, 2022 and December 31, 2021 were collateralized by $161.3 million and $467.5 million, respectively, of mortgage loans held for sale, which comprise the balance of mortgage loans held for sale, and approximately $0.6 million and $3.5 million, respectively, of cash which is restricted cash on our unaudited Condensed Consolidated Balance Sheets.
(3) Subject to certain interest rate floors.

Loans Payable and Other Borrowings
Loans payable and other borrowings as of September 30, 2022 and December 31, 2021 consist of project-level debt due to various land sellers and financial institutions for specific projects. Project-level debt is generally secured by the land that was acquired and the principal payments generally coincide with corresponding project lot closings or a principal reduction schedule. Loans payable bear interest at rates that ranged from 0% to 8% at each of September 30, 2022 and December 31, 2021.

8. FAIR VALUE DISCLOSURES
ASC Topic 820 provides a framework for measuring fair value under GAAP, expands disclosures about fair value measurements, and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows:

Level 1 — Fair value is based on quoted prices for identical assets or liabilities in active markets.

Level 2 — Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable.

Level 3 — Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique.

The fair value of our mortgage loans held for sale is derived from negotiated rates with partner lending institutions. The fair value of derivative assets and liabilities includes interest rate lock commitments (“IRLCs”) and mortgage backed securities (“MBS”). The fair value of IRLCs is based on the value of the underlying mortgage loan, quoted MBS prices and the
17

Table of Contents
probability that the mortgage loan will fund within the terms of the IRLCs. We estimate the fair value of the forward sales commitments based on quoted MBS prices. The fair value of our mortgage warehouse borrowings, loans payable and other borrowings, the borrowings under our Revolving Credit Facilities approximate carrying value due to their short term nature and variable interest rate terms. The fair value of our Senior Notes is derived from quoted market prices by independent dealers in markets that are not active. The fair value of our Equity Security Investment in a public company is based upon quoted prices for identical assets in an active market. There were no changes to or transfers between the levels of the fair value hierarchy for any of our financial instruments as of September 30, 2022, when compared to December 31, 2021.

The carrying value and fair value of our financial instruments are as follows:
  September 30, 2022December 31, 2021
(Dollars in thousands)Level in Fair
Value Hierarchy
Carrying
Value
Estimated
Fair
Value
Carrying
Value
Estimated
Fair
Value
Description:
Mortgage loans held for sale2$161,264 $161,264 $467,534 $467,534 
IRLCs 3(12,792)(12,792)2,110 2,110 
MBSs223,832 23,832 (449)(449)
Mortgage warehouse borrowings2146,335 146,335 413,887 413,887 
Loans payable and other borrowings2409,791 409,791 404,386 404,386 
5.875% Senior Notes due 2023 (1)
2349,693 350,476 349,267 365,890 
5.625% Senior Notes due 2024 (1)
2349,237 342,675 348,834 372,750 
5.875% Senior Notes due 2027 (1)
2496,345 465,625 495,757 560,000 
6.625% Senior Notes due 2027 (1)
236,829 33,736 317,718 315,750 
5.75% Senior Notes due 2028(1)
2446,659 394,362 446,186 502,875 
5.125% Senior Notes due 2030(1)
2495,035 403,605 494,560 550,000 
$100 Million Revolving Credit Facility
2— — 31,529 31,529 
Equity Security 11,210 1,210 6,400 6,400 
(1) Carrying value for Senior Notes, as presented, includes unamortized debt issuance costs and premiums. Debt issuance costs are not factored into the fair value calculation for the Senior Notes.

9. INCOME TAXES
The effective tax rate for the three and nine months ended September 30, 2022 was 22.6% and 23.8%, respectively, compared to 23.5% and 23.2%, respectively, for the same periods in 2021. For both the three and nine months ended September 30, 2022 and 2021 the effective tax rate differed from the U.S. federal statutory income tax rate primarily due to state income taxes, non-deductible executive compensation, excess tax benefits related to stock-based compensation and special deductions and credits relating to homebuilding activities.

At both September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits.

10. STOCKHOLDERS’ EQUITY
Capital Stock

The Company’s authorized capital stock consists of 400,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), and 50,000,000 shares of preferred stock, par value $0.00001 per share.

Stock Repurchase Program

On May 31, 2022, the Board of Directors authorized a new stock repurchase program which permits the Company to repurchase up to $500.0 million of the Company's Common Stock until December 31, 2023. The new stock repurchase program replaced the Company’s prior $250.0 million repurchase program, which had been scheduled to expire on June 30, 2024. Repurchases under the new program may occur from time to time through open market purchases, privately negotiated transactions or other transactions. The timing, manner, price and amount of any common stock repurchases will be determined by us in our discretion and will depend on a variety of factors, including prevailing market conditions, our liquidity, the terms
18

Table of Contents
of our debt instruments, legal requirements, planned land investment and development spending, acquisition and other investment opportunities and ongoing capital requirements. The program does not require us to repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or discontinued at any time.

The following table summarizes share repurchase activity for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in thousands)2022202120222021
Amount available for repurchase — beginning of period$425,000 $191,659 $230,413 $86,831 
Amount cancelled from expired or unused authorizations— — (75,000)— 
Additional amount authorized for repurchase— — 500,000 250,000 
Amount repurchased(104,999)(91,659)(335,412)(236,831)
Amount available for repurchase — end of period$320,001 $100,000 $320,001 $100,000 

The Company repurchased 4,213,256 and 12,940,941 shares under the share repurchase program during the three and nine months ended September 30, 2022, respectively. The number of shares repurchased were 3,309,196 and 8,565,933 during the three and nine months ended September 30, 2021, respectively.

11. STOCK BASED COMPENSATION
Equity-Based Compensation
In April 2013, we adopted the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (the “Plan”). The Plan
was most recently amended and restated in May 2022. The Plan provides for the grant of stock options, restricted stock units
(“RSUs”), performance-based restricted stock units (“PRSUs”), and other equity-based awards deliverable in shares of our
Common Stock. As of September 30, 2022, we had an aggregate of 5,534,816 shares of Common Stock available for future
grants under the Plan.

The following table provides the outstanding balance of time-based and performance based RSUs and stock options as of September 30, 2022:
Restricted Stock Units
 (time and performance)
Stock Options
UnitsWeighted Average
Grant Date Fair
Value
UnitsWeighted
Average Exercise
Price Per Share
Balance at September 30, 20221,618,601 $27.34 3,397,097 $23.24 

The following table provides information regarding the amount and components of stock-based compensation expense, all of which is included in General and administrative expenses in the unaudited Condensed Consolidated Statements of Operations (in thousands):
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2022202120222021
Restricted stock units (1)
$4,215 $3,746 $14,133 $12,108 
Stock options1,118 1,047 3,341 3,020 
Total stock compensation$5,333 $4,793 $17,474 $15,128 
(1) Includes compensation expense related to time-based RSUs and performance-based RSUs.

At September 30, 2022 and December 31, 2021, the aggregate unrecognized value of all outstanding stock-based compensation awards was approximately $32.3 million and $26.5 million, respectively.
12. REPORTING SEGMENTS
We have multiple homebuilding operating components which are engaged in the business of acquiring and developing land, constructing homes, marketing and selling those homes, and providing warranty and customer service. We aggregate our homebuilding operating components into three reporting segments, East, Central, and West, based on similar long-term
19

Table of Contents
economic characteristics. The activity from our Build-to-Rent and Urban Form operations are included in our Corporate segment. We also have a financial services reporting segment. We have no inter-segment sales as all sales are to external customers.

Our reporting segments are as follows:
 
EastAtlanta, Charlotte, Jacksonville, Naples, Orlando, Raleigh, Sarasota, and Tampa
CentralAustin, Dallas, Denver, and Houston
WestBay Area, Las Vegas, Phoenix, Portland, Sacramento, Seattle, and Southern California
Financial ServicesTaylor Morrison Home Funding, Inspired Title Services, and Taylor Morrison Insurance Services

Segment information is as follows (in thousands):

 Three Months Ended September 30, 2022
 EastCentralWestFinancial Services
Corporate
and
Unallocated(1)
Total
Total revenue$649,058 $522,846 $831,409 $27,749 $3,582 $2,034,644 
Gross margin176,015 141,076 231,100 7,354 2,395 557,940 
Selling, general and administrative expenses(42,126)(32,589)(39,193)— (33,141)(147,049)
Net (loss)/income from unconsolidated entities— (86)(899)546 (741)(1,180)
Interest and other income/(expense), net(2)
(4,180)(1,325)(4,065)— (563)(10,133)
Gain on extinguishment of debt, net— — — — 71 71 
Income/(loss) before income taxes$129,709 $107,076 $186,943 $7,900 $(31,979)$399,649 
(1) Includes the activity from our Build-To-Rent and Urban Form operations.
(2) Interest and other income/(expense), net includes pre-acquisition write-offs of terminated projects.
 Three Months Ended September 30, 2021
 EastCentralWestFinancial Services
Corporate
and
Unallocated (1)
Total
Total revenue$571,879 $401,948 $846,082 $38,046 $796 $1,858,751 
Gross margin129,234 78,292 173,062 11,844 18 392,450 
Selling, general and administrative expenses(43,439)(31,325)(48,627)— (44,219)(167,610)
Net (loss)/income from unconsolidated entities— (15)143 1,354 — 1,482 
Interest and other income/(expense), net (2)
(419)(803)254 — 211 (757)
Income/(loss) before income taxes$85,376 $46,149 $124,832 $13,198 $(43,990)$225,565 
(1) Includes the activity from our Build-To-Rent and Urban Form operations.
(2) Interest and other income/(expense), net includes pre-acquisition write-offs of terminated projects.
Nine Months Ended September 30, 2022
 EastCentralWestFinancial
Services
Corporate
and
Unallocated(1)
Total
Total revenue$1,810,041 $1,351,093 $2,433,893 $98,419 $39,345 $5,732,791 
Gross margin476,241 332,440 635,318 32,327 16,222 1,492,548 
Selling, general and administrative expenses(127,041)(95,527)(125,086)— (122,201)(469,855)
Net income/(loss) from unconsolidated entities— (40)(7,004)4,799 (741)(2,986)
Interest and other income/(expense), net(2)
5,498 (4,262)(9,734)— (605)(9,103)
Gain on extinguishment of debt, net— — — — 13,542 13,542 
Income/(loss) before income taxes$354,698 $232,611 $493,494 $37,126 $(93,783)$1,024,146 
20

Table of Contents
(1) Includes the activity from our Build-To-Rent and Urban Form operations.
(2) Interest and other income/(expense), net includes pre-acquisition write-offs of terminated projects.

 Nine Months Ended September 30, 2021
EastCentralWestFinancial
Services
Corporate
and
Unallocated(1)
Total
Total revenue$1,606,603 $1,110,399 $2,158,251 $119,503 $1,087 $4,995,843 
Gross margin336,542 212,076 404,093 43,367 (484)995,594 
Selling, general and administrative expenses(128,402)(92,225)(137,384)— (124,661)(482,672)
Net (loss)/income from unconsolidated entities— (85)2,139 7,225 (10)9,269 
Interest and other income/(expense), net (2)
(328)(1,694)(1,165)— 1,526 (1,661)
Income/(loss) before income taxes$207,812 $118,072 $267,683 $50,592 $(123,629)$520,530 
(1) Includes the activity from our Build-To-Rent and Urban Form operations.
(2) Interest and other income/(expense), net includes pre-acquisition write-offs of terminated projects.

 As of September 30, 2022
 EastCentralWestFinancial Services
Corporate
and
Unallocated(1)
Total
Real estate inventory and land deposits$2,039,049 $1,538,310 $2,672,058 $— $— $6,249,417 
Investments in unconsolidated entities46,629 92,884 119,752 4,673 42,143 306,081 
Other assets168,229 245,508 610,596 278,890 734,905 2,038,128 
Total assets$2,253,907 $1,876,702 $3,402,406 $283,563 $777,048 $8,593,626 
(1) Includes corporate cash and the assets from our Build-To-Rent and Urban Form operations.
 
 As of December 31, 2021
 EastCentralWestFinancial Services
Corporate
and
Unallocated (1)
Total
Real estate inventory and land deposits$1,781,948 $1,282,024 $2,665,084 $— $— $5,729,056 
Investments in unconsolidated entities— 87,600 79,531 4,275 — 171,406 
Other assets196,126 221,906 588,520 559,233 1,261,530 2,827,315 
Total assets$1,978,074 $1,591,530 $3,333,135 $563,508 $1,261,530 $8,727,777 
(1) Includes corporate cash and the assets from our Build-To-Rent and Urban Form operations.

13. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Surety Bonds — We are committed, under various letters of credit and surety bonds, to perform certain development and construction activities and provide certain guarantees in the normal course of business. Outstanding letters of credit and surety bonds under these arrangements totaled $1.2 billion as of September 30, 2022 and December 31, 2021. Although significant development and construction activities have been completed related to these site improvements, the bonds are generally not released until all development and construction activities are completed. We do not believe that it is probable that any outstanding letters of credit or surety bonds as of September 30, 2022 will be drawn upon.

Purchase Commitments —We are subject to the usual obligations associated with entering into contracts (including land option contracts and land banking arrangements) for the purchase, development, and sale of real estate in the routine conduct of our business. We have a number of land purchase option contracts and land banking agreements, generally through cash deposits, for the right to purchase land or lots at a future point in time with predetermined terms. We do not have title to the property and the creditors of the property owner generally have no recourse. Our obligations with respect to such contracts are generally limited to the forfeiture of the related non-refundable cash deposits and/or letters of credit provided to obtain the options. At September 30, 2022 and December 31, 2021, the aggregate purchase price of these contracts was $1.5 billion and $1.3 billion, respectively.

Legal Proceedings — We are involved in various litigation and legal claims in the normal course of our business operations, including actions brought on behalf of various classes of claimants. We are also subject to a variety of local, state, and federal
21

Table of Contents
laws and regulations related to land development activities, house construction standards, sales practices, mortgage lending operations, title and insurance agency operations, safety and other employment practices, and protection of the environment. As a result, we are subject to periodic examination or inquiry by various governmental agencies that administer these laws and regulations.

We establish liabilities for legal claims and regulatory matters when such matters are both probable of occurring and any potential loss is reasonably estimable. At September 30, 2022 and December 31, 2021, our legal accruals were $20.5 million and $21.7 million, respectively. We accrue for such matters based on the facts and circumstances specific to each matter and revise these estimates as the matters evolve. In such cases, there may exist an exposure to loss in excess of any amounts currently accrued. Predicting the ultimate resolution of the pending matters, the related timing or the eventual loss associated with these matters is inherently difficult. Accordingly, the liability arising from the ultimate resolution of any matter may exceed the estimate reflected in the recorded reserves relating to such matters. While the outcome of such contingencies cannot be predicted with certainty, we do not believe that the resolution of such matters will have a material adverse impact on our results of operations, financial position, or cash flows.

On April 26, 2017, a class action complaint was filed in the Circuit Court of the Tenth Judicial Circuit in and for Polk County, Florida by Norman Gundel, William Mann, and Brenda Taylor against Avatar Properties, Inc. (an acquired AV Homes entity), generally alleging that our collection of club membership fees in connection with the use of one of our amenities in our East homebuilding segment violates various laws relating to homeowner associations and other Florida-specific laws. The class action complaint seeks an injunction to prohibit future collection of club membership fees. On November 2, 2021, the court determined that the club membership fees were improper and that plaintiffs were entitled to $35.0 million in fee reimbursements. We appealed the court’s ruling to the Second District Court of Appeal on November 29, 2021, and as of September 30, 2022, our appeal remains pending. Plaintiffs have agreed to continue to pay club membership fees pending the outcome of the appeal. We believe, based on our assessment and the opinion of external legal counsel, that the court’s legal interpretation constitutes legal error and the court incorrectly ruled on this matter. In accordance with ASC Topic 450, Contingencies, we evaluated the range of loss and the likelihood of each potential amount of loss within the range. While the ultimate outcome and the costs associated with litigation are inherently uncertain and difficult to predict, in evaluating the potential outcomes, we believe the more likely outcome is that we win the appeal. This belief is based on our review of the legal merit of the judgement, as well as the opinion of external legal counsel. Accordingly, in assessing the range of possible loss, we believe the more likely outcome is that we win on appeal and will have zero liability.

Leases — Our leases primarily consist of office space, construction trailers, model home leasebacks, a ground lease, equipment, and storage units. We assess each of these contracts to determine whether the arrangement contains a lease as defined by ASC 842, Leases. Lease obligations were $91.6 million and $96.2 million as of September 30, 2022 and December 31, 2021, respectively. We recorded lease expense of approximately $6.9 million and $20.5 million for the three and nine months ended September 30, 2022, and $4.2 million and $12.2 million for the three and nine months ended September 30, 2021, respectively, within General and administrative expenses on our unaudited Condensed Consolidated Statement of Operations.

14. MORTGAGE HEDGING ACTIVITIES

We enter into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time (generally between 30 and 60 days), with customers who have applied for a loan and meet certain credit and underwriting criteria. These IRLCs meet the definition of a derivative and are reflected on the balance sheet at fair value with changes in fair value recognized in Financial Services revenue/expenses on the unaudited Condensed Consolidated Statements of Operations. Unrealized gains and losses on the IRLCs, reflected as derivative assets or liabilities, are measured based on the fair value of the underlying mortgage loan, quoted Agency MBS prices, estimates of the fair value of the mortgage servicing rights and the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expense and broker fees. The fair value of the forward loan sales commitment and mandatory delivery commitments being used to hedge the IRLCs and mortgage loans held for sale not committed to be purchased by investors are based on quoted Agency MBS prices.

The following summarizes derivative instrument assets (liabilities) as of the periods presented:

22

Table of Contents
As of
September 30, 2022December 31, 2021
(Dollars in thousands)Fair Value
Notional Amount (1)
Fair Value
Notional Amount (1)
IRLCs$(12,792)$651,953 $2,110 $158,299 
MBSs23,832 596,000 (449)407,000 
Total$11,040 $1,661 
(1) The notional amounts in the table above include mandatory and best effort mortgages, that have been locked and approved.

Total commitments to originate loans approximated $716.6 million and $173.7 million as of September 30, 2022 and December 31, 2021, respectively. This amount represents the commitments to originate loans that have been locked and approved by underwriting. The notional amounts in the table above includes mandatory and best effort loans that have been locked and approved by underwriting.

We have exposure to credit loss in the event of contractual non-performance by our trading counterparties in derivative instruments that we use in our rate risk management activities. We manage this credit risk by selecting only counterparties that we believe to be financially strong, spreading the risk among multiple counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty, and entering into netting agreements with counterparties, as appropriate. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon.


23

Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “the Company,” “we,” “us,” or “our” refer to Taylor Morrison Home Corporation (“TMHC”) and its subsidiaries. The Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

Forward-Looking Statements
This quarterly report includes certain forward-looking statements within the meaning of the federal securities laws regarding, among other things, our or management’s intentions, plans, beliefs, expectations or predictions of future events, which are considered forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business and operations strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “can,” “could,” “might,” “project” or similar expressions. These statements are based upon assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read this quarterly report, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report”) and in our subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). Although we believe that these forward-looking statements are based upon reasonable assumptions and currently available information, you should be aware that many factors, including those described under the heading “Risk Factors” in the Annual Report and in our subsequent filings with the SEC, could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Our forward-looking statements made herein are made only as of the date of this quarterly report. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by applicable law.

Business Overview
Our principal business is residential homebuilding and the development of lifestyle communities with operations geographically focused in Arizona, California, Colorado, Florida, Georgia, Nevada, North and South Carolina, Oregon, Texas, and Washington. We serve a wide array of consumer groups from coast to coast, including entry-level, move-up, and resort lifestyle (formerly referred to as 55-plus active lifestyle) buyers, building single and multi-family attached and detached homes. Our homebuilding company operates under our Taylor Morrison, Darling Homes Collection by Taylor Morrison, and Esplanade brand names. We operate a “Build-to-Rent” homebuilding business where we serve as a land acquirer, developer, and homebuilder. We also operate Urban Form Development, LLC (“Urban Form”), which primarily develops and constructs multi-use properties consisting of commercial space, retail, and multi-family units. We have operations which provide financial services to customers through our wholly owned mortgage subsidiary, Taylor Morrison Home Funding, INC (“TMHF”), title services through our wholly owned title services subsidiary, Inspired Title Services, LLC (“Inspired Title”), and homeowner’s insurance policies through our insurance agency, Taylor Morrison Insurance Services, LLC (“TMIS”). Our business as of September 30, 2022 is organized into multiple homebuilding operating components, and a financial services component, all of which are managed as four reportable segments: East, Central, West and Financial Services, as follows:

East  Atlanta, Charlotte, Jacksonville, Naples, Orlando, Raleigh, Sarasota, and Tampa
CentralAustin, Dallas, Denver, and Houston
West  Bay Area, Las Vegas, Phoenix, Portland, Sacramento, Seattle, and Southern California
Financial Services  Taylor Morrison Home Funding, Inspired Title Services, and Taylor Morrison Insurance Services

Community development includes the acquisition and development of land, which may include obtaining significant planning and entitlement approvals and completing construction of off-site and on-site utilities and infrastructure. We generally operate as community developers, but in some communities we operate solely as merchant builders, in which case we acquire fully entitled and developed lots. We remain disciplined in our underwriting to acquire land where we see opportunities to drive
24

Table of Contents
profitable growth over the full cycle, with the land acquisitions we are approving today largely expected to impact deliveries in the next 24 to 48 months.

In our homebuilding operations, we either directly, or indirectly through our subcontractors, purchase the significant materials necessary to construct a home such as drywall, cement, steel, lumber, insulation and the other building materials. While these materials are generally widely available from a variety of sources, from time to time we experience material shortages on a localized basis which can substantially increase the price for such materials and our construction process can be slowed.

As of September 30, 2022, we employed approximately 3,000 full-time equivalent persons. Of these, approximately 2,550 were engaged in corporate and homebuilding operations, and the remaining approximately 450 were engaged in financial services.

Factors Affecting Comparability of Results

For the three and nine months ended September 30, 2022, we recognized a $0.8 million and $14.5 million gain on land transfers relating to our unconsolidated joint ventures, respectively, which is included in Other expense/(income), net on the unaudited Condensed Consolidated Statements of Operations. In addition, for the three and nine months ended September 30, 2022, we recognized a $71 thousand and $13.5 million net gain on extinguishment of debt relating to our partial redemption of our 6.625% Senior Notes due 2027 which is included in Gain on extinguishment of debt, net on our unaudited Condensed Consolidated Statements of Operations. We did not incur such costs for the three or nine months ended September 30, 2021.

Third Quarter 2022 Highlights (all comparisons are of the current quarter to the prior year quarter, unless otherwise indicated):
Home closings revenue increased 12 percent to $2.0 billion.
Home closings gross margin improved 630 basis points to 27.5 percent.
SG&A as a percentage of home closings revenue improved 210 basis points to 7.4 percent.
Homebuilding lot supply increased three percent to approximately 80,000 owned and controlled homesites.
Controlled lots as a percentage of total lot supply increased approximately 600 basis points to 42 percent.
Repurchased 4.2 million shares outstanding for $105 million.
Return on equity improved 1,300 basis points to 25.8 percent.



25

Table of Contents
Results of Operations
The following table sets forth our results of operations for the periods presented:

Three Months Ended
September 30,
Nine Months Ended
September 30,
 (Dollars in thousands)
2022202120222021
Statements of Operations Data:
Home closings revenue, net$1,983,775 $1,772,495 $5,511,204 $4,780,304 
Land closings revenue14,225 42,228 66,651 79,174 
Financial services revenue27,749 38,046 98,419 119,503 
Amenity and other revenue8,895 5,982 56,517 16,862 
Total revenue2,034,644 1,858,751 5,732,791 4,995,843 
Cost of home closings1,438,164 1,397,319 4,084,748 3,838,602 
Cost of land closings11,571 36,439 50,139 68,604 
Financial services expenses20,395 26,202 66,092 76,136 
Amenity and other expenses6,574 6,341 39,264 16,907 
Gross margin557,940 392,450 1,492,548 995,594 
Sales, commissions and other marketing costs94,692 97,185 279,950 280,697 
General and administrative expenses52,357 70,425 189,905 201,975 
Net loss/(income) from unconsolidated entities1,180 (1,482)2,986 (9,269)
Interest expense, net4,382 710 13,823 594 
Other expense/(income), net5,751 47 (4,720)1,067 
Gain on extinguishment of debt, net(71)— (13,542)— 
Income before income taxes399,649 225,565 1,024,146 520,530 
Income tax provision90,418 53,098 243,300 120,865 
Net income before allocation to non-controlling interests309,231 172,467 780,846 399,665 
Net loss/(income) attributable to non-controlling interests — joint ventures548 (4,333)(3,377)(9,363)
Net income available to Taylor Morrison Home Corporation$309,779 $168,134 $777,469 $390,302 
Home closings gross margin27.5 %21.2 %25.9 %19.7 %
Sales, commissions and other marketing costs as a percentage of home closings revenue, net4.8 %5.5 %5.1 %5.9 %
General and administrative expenses as a percentage of home closings revenue, net2.6 %4.0 %3.4 %4.2 %

Non-GAAP Measures

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”), we have provided information in this quarterly report relating to: (i) adjusted net income and adjusted earnings per common share, (ii) adjusted income before income taxes and related margin, (iii) EBITDA and adjusted EBITDA and (iv) net homebuilding debt to capitalization ratio.

Adjusted net income, adjusted earnings per common share and adjusted income before income taxes and related margin are non-GAAP financial measures that reflect the net income/(loss) available to the Company excluding the impact of gains on land transfers and extinguishment of debt, net, and in the case of adjusted net income and adjusted earnings per common share, the tax impact due to such items. EBITDA and Adjusted EBITDA are non-GAAP financial measures that measure performance by adjusting net income before allocation to non-controlling interests to exclude interest expense/(income), net, amortization of capitalized interest, income taxes, depreciation and amortization (EBITDA), non-cash compensation expense, if any, gains on land transfers and extinguishment of debt, net. Net homebuilding debt to capitalization ratio is a non-GAAP financial measure we calculate by dividing (i) total debt, plus unamortized debt issuance cost/(premium), net, and less mortgage warehouse borrowings, net of unrestricted cash and cash equivalents, by (ii) total capitalization (the sum of net homebuilding debt and total stockholders’ equity).

Management uses these non-GAAP financial measures to evaluate our performance on a consolidated basis, as well as the performance of our regions, and to set targets for performance-based compensation. We also use the ratio of net homebuilding
26

Table of Contents
debt to total capitalization as an indicator of overall leverage and to evaluate our performance against other companies in the homebuilding industry. In the future, we may include additional adjustments in the above-described non-GAAP financial measures to the extent we deem them appropriate and useful to management and investors.

We believe that adjusted net income, adjusted earnings per common share, adjusted income before income taxes and related margin, as well as EBITDA and adjusted EBITDA, are useful for investors in order to allow them to evaluate our operations without the effects of various items we do not believe are characteristic of our ongoing operations or performance and also because such metrics assist both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted EBITDA also provides an indicator of general economic performance that is not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization, or unusual items. Because we use the ratio of net homebuilding debt to total capitalization to evaluate our performance against other companies in the homebuilding industry, we believe this measure is also relevant and useful to investors for that reason.

These non-GAAP financial measures should be considered in addition to, rather than as a substitute for, the comparable U.S. GAAP financial measures of our operating performance or liquidity. Although other companies in the homebuilding industry may report similar information, their definitions may differ. We urge investors to understand the methods used by other companies to calculate similarly-titled non-GAAP financial measures before comparing their measures to ours.
Adjusted Net Income and Adjusted Earnings Per Common Share
Three Months Ended September 30,
(Dollars in thousands, except per share data)20222021
Net income available to TMHC$309,779 $168,134 
Gain on land transfers(808)— 
Gain on extinguishment of debt, net(71)— 
Tax impact due to above non-GAAP reconciling items205 — 
Adjusted net income $309,105 $168,134 
Basic weighted average number of shares112,701 124,378 
Adjusted earnings per common share - Basic$2.74 $1.35 
Diluted weighted average number of shares113,780 125,770 
Adjusted earnings per common share - Diluted$2.72 $1.34 
27

Table of Contents
Adjusted Income Before Income Taxes and Related Margin
 Three Months Ended September 30,
(Dollars in thousands)20222021
Income before income taxes$399,649 $225,565 
Gain on land transfers(808)— 
Gain on extinguishment of debt, net(71)— 
Adjusted income before income taxes$398,770 $225,565 
Total revenue$2,034,644 $1,858,751 
Income before income taxes margin19.6 %12.1 %
Adjusted income before income taxes margin19.6 %12.1 %
EBITDA and Adjusted EBITDA Reconciliation
 Three Months Ended September 30,
(Dollars in thousands)20222021
Net income before allocation to non-controlling interests$309,231 $172,467 
Interest expense, net4,382 710 
Amortization of capitalized interest33,774 37,951 
Income tax provision90,418 53,098 
Depreciation and amortization1,484 2,164 
EBITDA$439,289 $266,390 
Non-cash compensation expense5,333 4,793 
Gain on land transfers(808)— 
Gain on extinguishment of debt, net(71)— 
Adjusted EBITDA $443,743 $271,183 
Total revenue$2,034,644 $1,858,751 
Net income before allocation to non-controlling interests as a percentage of total revenue15.2 %9.3 %
EBITDA as a percentage of total revenue21.6 %14.3 %
Adjusted EBITDA as a percentage of total revenue21.8 %14.6 %

28

Table of Contents
Net Homebuilding Debt to Capitalization Ratio Reconciliation
(Dollars in thousands)As of
September 30, 2022
As of
June 30, 2022
As of
September 30, 2021
Total debt$2,729,924 $2,950,744 $3,221,569 
Plus: unamortized debt issuance cost/(premium), net11,242 11,891 (2,333)
Less: mortgage warehouse borrowings(146,335)(179,555)(235,685)
Total homebuilding debt$2,594,831 $2,783,080 $2,983,551 
Less: cash and cash equivalents(329,244)(378,340)(373,407)
Net homebuilding debt$2,265,587 $2,404,740 $2,610,144 
Total equity4,403,466 4,193,895 3,745,896 
Total capitalization$6,669,053 $6,598,635 $6,356,040 
Net homebuilding debt to capitalization ratio34.0 %36.4 %41.1 %


Three and nine months ended September 30, 2022 compared to three and nine months ended September 30, 2021
The results for the three and nine months ended September 30, 2022 and 2021 were impacted by various macro economic conditions. From the second half of 2020 through the first quarter of 2022, demand for housing increased nationwide. Subsequently, multiple increases in mortgage interest rates beginning in March 2022 have caused buyer apprehension and affordability concerns, resulting in an increase in cancellations. We believe these have impacted us throughout the year, however the multiple increases in interest rates by the Federal Reserve in recent months impacted our net sales orders and cancellations, for the three months ended September 30, 2022 in particular. The overall strong demand for housing in the prior year and first half of 2022 allowed us to utilize pricing strategies that mitigated increases in costs. The average sales price for 2022 net sales orders, backlog, and homes closed all increased compared to the prior year. We continue to experience market-wide supply chain disruptions, trade labor shortages, and high costs related to materials due to inflationary impacts. However, these supply chain delays and labor shortages have extended our build cycle times. To combat this, several markets have shifted to a strategy of selling spec homes, which allows the homes to be further along the cycle time before releasing them to be sold. Operational information related to each period is presented below:

Ending Active Selling Communities
 As of
September 30, 2022
As of
June 30, 2022
Change
East118 117 0.9 %
Central105 104 1.0 
West103 102 1.0 
Total326 323 0.9 %
Net Sales Orders
Three Months Ended September 30,
 
Net Sales Orders (1)
Sales Value (1)
Average Selling Price
(Dollars in thousands)20222021Change20222021Change20222021Change
East1,041 1,279 (18.6)%$640,093 $742,449 (13.8)%$615 $580 6.0 %
Central450921(51.1)267,681 577,477 (53.6)595 627 (5.1)
West5781,172(50.7)372,223 840,963 (55.7)644 718 (10.3)
Total2,069 3,372 (38.6)%$1,279,997 $2,160,889 (40.8)%$619 $641 (3.4)%
(1) Net sales orders and sales value represent the number and dollar value, respectively, of new sales contracts executed with customers, net of cancellations.
29

Table of Contents
Nine Months Ended September 30,
 
Net Sales Orders (1)
Sales Value (1)
Average Selling Price
(Dollars in thousands)20222021Change20222021Change20222021Change
East3,189 4,358 (26.8)%$1,976,798 $2,334,431 (15.3)%$620 $536 15.7 %
Central1,979 2,843 (30.4)1,294,106 1,661,934 (22.1)654 585 11.8 
West2,509 4,085 (38.6)1,878,886 2,680,460 (29.9)749 656 14.2 
Total7,677 11,286 (32.0)%$5,149,790 $6,676,825 (22.9)%$671 $592 13.3 %

Net sales orders and sales value decreased by 38.6% and 40.8%, for the three months ended September 30, 2022, and 32.0% and 22.9%, for the nine months ended September 30, 2022, respectively, compared to the same periods in the prior year. We believe the decreases were primarily the result of the change in economic conditions and home buyer apprehensions due to rising mortgage interest rates and inflationary pressures. We experienced sales price appreciation over recent quarters driving an increase in average selling price for the nine months ended September 30, 2022 compared to the same period in the prior year. However, during the three months ended September 30, 2022 we began offering pricing incentives or discounts in certain markets which caused the overall average selling price to decrease for the quarter compared to the same quarter in the prior year.

Sales Order Cancellations
Cancellation Rate(1)
Three Months Ended September 30,Nine Months Ended September 30,
 2022202120222021
East9.2 %5.6 %7.3 %5.5 %
Central22.5 %7.5 %12.8 %6.7 %
West20.2 %7.4 %12.7 %6.4 %
Total Company15.6 %6.7 %10.6 %6.1 %
(1) Cancellation rate represents the number of canceled sales orders divided by gross sales orders.

The total company cancellation rate increased for the three and nine months ended September 30, 2022 compared to the same periods in the prior year. This increase in cancellations is due to increases in mortgage interest rates, buyer apprehensions, and other macro economic conditions such as inflation.

Sales Order Backlog
 As of September 30,
Sold Homes in Backlog (1)
Sales ValueAverage Selling Price
(Dollars in thousands)20222021Change20222021Change20222021Change
East3,256 3,729 (12.7)%$2,121,673 $2,090,661 1.5 %$652 $561 16.2 %
Central2,489 2,995 (16.9)1,694,111 1,760,401 (3.8)681 588 15.8 
West2,196 3,549 (38.1)1,579,937 2,272,904 (30.5)719 640 12.3 
Total7,941 10,273 (22.7)%$5,395,721 $6,123,966 (11.9)%$679 $596 13.9 %
(1) Sales order backlog represents homes under contract for which revenue has not yet been recognized at the end of the period (including homes sold but not yet started). Some of the contracts in our sales order backlog are subject to contingencies including mortgage loan approval and buyers selling their existing homes, which can result in cancellations.

Total sold homes in backlog and total sales value decreased by 22.7% and 11.9% at September 30, 2022 and September 30, 2021, respectively. The decrease in sold homes in backlog is primarily the result of a decrease in net sales as well as an increase in cancellations. Despite a lower number of sold homes in backlog and total sales value, the average selling price of homes in backlog increased by 13.9% as a result of sales price appreciation over the past several quarters.


30

Table of Contents

Home Closings Revenue
 Three Months Ended September 30,
Homes ClosedHome Closings Revenue, NetAverage Selling Price
(Dollars in thousands)20222021Change20222021Change20222021Change
East1,118 1,167 (4.2)%$638,270 $554,995 15.0 %$571 $476 20.0 %
Central835 764 9.3 522,247 398,762 31.0 625 522 19.7 
West1,097 1,396 (21.4)823,258 818,738 0.6 750 586 28.0 
Total3,050 3,327 (8.3)%$1,983,775 $1,772,495 11.9 %$650 $533 22.0 %
 Nine Months Ended September 30,
Homes ClosedHome Closings Revenue, NetAverage Selling Price
(Dollars in thousands)20222021Change20222021Change20222021Change
East3,152 3,464 (9.0)%$1,757,444 $1,564,206 12.4 %$558 $452 23.5 %
Central2,277 2,246 1.4 1,347,828 1,101,681 22.3 592 491 20.6 
West3,421 3,706 (7.7)2,405,932 2,114,417 13.8 703 571 23.1 
Total8,850 9,416 (6.0)%$5,511,204 $4,780,304 15.3 %$623 $508 22.6 %

The number of homes closed decreased by 8.3% and 6.0%, for the three and nine months ended September 30, 2022, respectively, while home closings revenue, net increased by 11.9% and 15.3%, for the three and nine months ended September 30, 2022, respectively, compared to the same periods in the prior year. The decrease in the number of homes closed is primarily due to an increase in cancellations in the current year periods compared to the prior year periods. The increase in home closings revenue, net is a result of sales price appreciation which caused average selling prices to increase by 22.0% and 22.6% for the three and nine months ended September 30, 2022, respectively.

Land Closings Revenue
Three Months Ended September 30,
(Dollars in thousands)20222021Change
East$5,732 $11,987 $(6,255)
Central599 3,186 (2,587)
West7,894 27,055 (19,161)
Total$14,225 $42,228 $(28,003)
 Nine Months Ended September 30,
(Dollars in thousands)20222021Change
East$36,482 $27,643 $8,839 
Central3,265 8,718 (5,453)
West26,904 42,813 (15,909)
Total$66,651 $79,174 $(12,523)

We generally purchase land and lots with the intent to build and sell homes. However, in some locations where we act as a developer, we occasionally purchase land that includes commercially zoned parcels or areas designated for school or government use, which we typically sell to commercial developers or municipalities, as applicable. We also sell residential lots or land parcels to manage our land and lot supply on larger tracts of land. Land and lot sales occur at various intervals and
31

Table of Contents
varying degrees of profitability. Therefore, the revenue and gross margin from land closings will fluctuate from period to period, depending upon market opportunities and our land management strategy. The land closings revenue in the East for the
nine months ended September 30, 2022 was due to the sale of certain commercial assets as well as the sale of residential lots in our Florida market. In the prior year, the land closings revenue in the West for the three months ended September 30, 2021 was due to the sale of certain projects in our Oregon market while the land closings revenue for the nine months ended September 30, 2021 also includes project sales in our Washington and Arizona markets.

Amenity and Other Revenue
Three Months Ended September 30,
(Dollars in thousands)20222021Change
East$5,056 $4,897 $159 
Central— — — 
West257 289 (32)
Corporate3,582 796 2,786 
Total$8,895 $5,982 $2,913 
Nine Months Ended September 30,
(Dollars in thousands)20222021Change
East$16,115 $14,754 $1,361 
Central— — — 
West1,057 1,021 36 
Corporate39,345 1,087 38,258 
Total$56,517 $16,862 $39,655 

Several of our communities operate amenities such as golf courses, club houses, and fitness centers. We provide club members access to the amenity facilities and other services in exchange for club dues and fees. Our Corporate region also includes the activity relating to our Build-To-Rent and Urban Form operations. The increase in amenity and other revenue in Corporate for the nine months ended September 30, 2022 is due to the sale of an asset relating to our Urban Form operations.

Home Closings Gross Margin
Three Months Ended September 30,
EastCentralWestConsolidated
(Dollars in thousands)20222021202220212022202120222021
Home closings revenue, net$638,270 $554,995 $522,247 $398,762 $823,258 $818,738 $1,983,775 $1,772,495 
Cost of home closings460,137 428,908 381,181 320,783 596,846 647,628 1,438,164 1,397,319 
Home closings gross margin$178,133 $126,087 $141,066 $77,979 $226,412 $171,110 $545,611 $375,176 
Home closings gross margin %27.9 %22.7 %27.0 %19.6 %27.5 %20.9 %27.5 %21.2 %
32

Table of Contents
Nine Months Ended September 30,
EastCentralWestConsolidated
(Dollars in thousands)20222021202220212022202120222021
Home closings revenue, net$1,757,444 $1,564,206 $1,347,828 $1,101,681 $2,405,932 $2,114,417 $5,511,204 $4,780,304 
Cost of home closings1,287,670 1,238,056 1,016,006 888,162 1,781,072 1,712,384 4,084,748 3,838,602 
Home closings gross margin$469,774 $326,150 $331,822 $213,519 $624,860 $402,033 $1,426,456 $941,702 
Home closings gross margin %26.7 %20.9 %24.6 %19.4 %26.0 %19.0 %25.9 %19.7 %
Home closings gross margin increased 630 basis points to 27.5% for the three months ended September 30, 2022, compared to 21.2% in the prior year period and 620 basis points to 25.9% for the nine months ended September 30, 2022, compared to 19.7% in the prior year period. The increases for both the three and nine months ended September 30, 2022 is a reflection of pricing power in excess of inflationary cost pressure, operational enhancements, and acquisition synergies. In addition, we strategically metered sales releases to better manage supply chain and labor constraints in the earlier part of 2022.

Financial Services
The following is a summary for the periods presented of our financial services income before income taxes as well as supplemental data:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)20222021Change20222021Change
Financial services revenue$18,291 $29,721 (38.5)%$71,792 $96,756 (25.8)%
Title services and other revenue9,458 8,325 13.6 26,627 22,747 17.1 
     Total financial services revenue27,749 38,046 (27.1)%98,419 119,503 (17.6)%
Financial services net income from unconsolidated entities546 1,354 (59.7)4,799 7,225 (33.6)
     Total revenue28,295 39,400 (28.2)103,218 126,728 (18.6)
Financial services expenses20,395 26,202 (22.2)66,092 76,136 (13.2)
Financial services income before income taxes$7,900 $13,198 (40.1)%$37,126 $50,592 (26.6)%
Total originations:
     Number of Loans1,551 2,254 (31.2)%4,728 6,718 (29.6)%
     Principal$701,323 $900,404 (22.1)%$2,108,122 $2,621,103 (19.6)%

Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Supplemental data:
     Average FICO score752 752 753 751 
Funded origination breakdown:
     Government (FHA,VA,USDA)18 %17 %17 %18 %
     Other agency75 %79 %77 %79 %
     Total agency93 %96 %94 %97 %
     Non-agency%%%%
Total funded originations100 %100 %100 %100 %
Total financial services revenue decreased by 27.1% and 17.6% for the three and nine months ended September 30, 2022 compared to the same periods in the prior year, respectively. The decrease in total financial services revenue was a result of lower home mortgage originations and lower home closings during the periods.

33

Table of Contents
Sales, Commissions and Other Marketing Costs
Sales, commissions and other marketing costs, as a percentage of home closings revenue, net, decreased to 4.8% from 5.5%, and to 5.1% from 5.9% for the three and nine months ended September 30, 2022, respectively, compared to the same periods in the prior year. The decrease was primarily driven by leverage in controllable sales and marketing costs.

General and Administrative Expenses
General and administrative expenses as a percentage of home closings revenue, net, decreased to 2.6% from 4.0% and to 3.4% from 4.2% for the three and nine months ended September 30, 2022, respectively, compared to the same periods in the prior year. The decrease was primarily due to the increase in home closings revenue, along with decreases in general and administrative expenses.

Net Loss/(Income) from Unconsolidated Entities
We had a net loss from unconsolidated entities of $1.2 million and net income from unconsolidated entities of $1.5 million for the three months ended September 30, 2022 and 2021, respectively. We also had a net loss of $3.0 million and net income of $9.3 million for the nine months ended September 30, 2022 and 2021, respectively. Net loss/(income) generated from unconsolidated entities is dependent on the number of joint venture investments and the stage of our investment. We recently made several new investments in unconsolidated joint ventures which have yet to yield returns.

Other Expense/(Income), Net
Other expense, net was $5.8 million for the three months ended September 30, 2022 and other income, net was $4.7 million for the nine months ended September 30, 2022. Other expense, net was $47.0 thousand and $1.1 million for the same periods in the prior year, respectively. For the three months ended September 30, 2022, other expense was primarily related to the write-off of pre-acquisition costs during the period, and for the nine months ended September 30, 2022 other income was primarily related to $14.5 million in gains on land transferred at fair value as part of investments in two new joint ventures with third parties. The gain on land transferred represents the difference between the fair value and carrying value of the land at the time of transfer.

Gain on Extinguishment of Debt, Net

Gain on extinguishment of debt, net was $71 thousand for the three months ended September 30, 2022 and 13.5 million for the nine months ended September 30, 2022. This gain is due to the Tender Offer and purchase of our 6.625% Senior Notes due 2027 which was primarily executed in June 2022 and finalized in July 2022.

Income Tax Provision
The effective tax rate for the three and nine months ended September 30, 2022 was 22.6% and 23.8%, compared to 23.5% and 23.2%, respectively, for the same periods in the prior year. For both the three and nine months ended September 30, 2022 and September 30, 2021 the effective tax rate differed from the U.S. federal statutory income tax rate primarily due to state income taxes, non-deductible executive compensation, excess tax benefits related to stock-based compensation and special deductions and credits relating to homebuilding activities.

Net Income
Net income and diluted earnings per share for the three months ended September 30, 2022 was $309.8 million and $2.72, respectively. Net income and diluted earnings per share for the three months ended September 30, 2021 was $168.1 million and $1.34, respectively. The increases in net income and diluted earnings per share from the prior year were primarily attributable to higher home closing revenue, net and higher gross margin dollars.
Liquidity and Capital Resources
Liquidity

We finance our operations through the following:

Cash generated from operations;
Borrowings under our Revolving Credit Facilities;
Our various series of Senior Notes;
Mortgage warehouse facilities;
Project-level real estate financing (including non-recourse loans, land banking, and joint ventures); and
Performance, payment and completion surety bonds, and letters of credit.
34

Table of Contents

Cash flows for each of our communities depend on the status of the development cycle and can differ substantially from reported earnings. Early stages of development or expansion require significant cash expenditures for land acquisitions, on and off-site development, construction of model homes, general landscaping and other amenities. Because these costs are a component of our inventory and are not recognized in our statement of operations until a home closes, we incur significant cash outflows prior to recognition of earnings.

On September 28, 2022, we announced that our indirect wholly owned subsidiary, Taylor Morrison Communities, Inc. issued a notice of full redemption for the entire outstanding principal amount of the 5.875% Senior Notes due 2023 (the “2023 Notes”). The full notice of redemption states that the entire outstanding principal amount of the 2023 Notes will be redeemed on October 31, 2022 at a redemption price equal to 100.000% of the aggregate principal amount of the 2023 Notes to be redeemed plus the applicable premium (as defined in the indenture governing the 2023 Notes) and accrued and unpaid interest through the redemption date.

The table below summarizes our total cash and liquidity as of the dates indicated (in thousands):
As of
(Dollars in thousands)September 30, 2022December 31, 2021
Total cash, excluding restricted cash$329,244 $832,821 
$1 Billion Revolving Credit Facility1,000,000 800,000 
$100 Million Revolving Credit Facility100,000 100,000 
Letters of credit outstanding(61,242)(58,738)
$1 Billion Revolving Credit Facility borrowings outstanding— — 
$100 Million Revolving Credit Facility borrowings outstanding— (31,529)
Revolving Credit Facilities availability1,038,758 809,733 
Total liquidity $1,368,002 $1,642,554 

We believe we have adequate capital resources from cash generated from operations and sufficient access to external financing sources from borrowings under our Revolving Credit Facilities to conduct our operations for the next twelve months, including the redemption of our 2023 Notes mentioned above. Beyond the next twelve months, our primary demand for funds will be for payments of our long-term debt as it becomes due, land purchases, lot development, home and amenity construction, long-term capital investments, investments in our joint ventures, and repurchases of common stock. We believe we will generate sufficient cash from our operations to meet the demands for such payments, however we may also access the capital markets to obtain additional liquidity through debt and equity offerings or refinance debt to secure capital for such long-term demands.

Cash Flow Activities

Operating Cash Flow Activities
Our net cash provided by operating activities was $460.0 million for the nine months ended September 30, 2022, compared to $103.5 million of cash used in operating activities for the nine months ended September 30, 2021. The year-over-year increase in cash provided by operating activities is primarily driven by an increase in net income and a decrease in mortgage loans held for sale as a result of fewer home mortgage originations. These increases were partially offset by a decrease in accounts payable, accrued expenses and other liabilities; an increase in real estate inventory and deposits; and an increase in customer deposits.

Investing Cash Flow Activities
Net cash used in investing activities was $18.8 million for the nine months ended September 30, 2022, compared to $43.3 million of cash used in investing activities for the nine months ended September 30, 2021. The decrease in cash used in investing activities was primarily due to an increase in capital distributions from unconsolidated entities, partially offset by increased investments in new unconsolidated entities during the period.

Financing Cash Flow Activities
Net cash used in financing activities was $947.7 million for the nine months ended September 30, 2022, compared to $12.3 million for the nine months ended September 30, 2021. The increase in cash used in financing activities was primarily due to repayments on senior notes, Revolving Credit Facilities, and mortgage warehouse facilities as well as repurchases of common stock.
35

Table of Contents

Debt Instruments

For information regarding our debt instruments, including the terms governing our Senior Notes and our Credit Facilities, see Note 7 - Debt to the Unaudited Condensed Consolidated Financial Statements included in this quarterly report.
Off-Balance Sheet Arrangements as of September 30, 2022

Investments in Land Development and Homebuilding Joint Ventures or Unconsolidated Entities
We participate in strategic land development and homebuilding joint ventures with related and unrelated third parties. Our participation with these entities, in some instances, enables us to acquire land to which we could not otherwise obtain access, or could not obtain access on terms that are as favorable. Our partners in these joint ventures historically have been land owners/developers, other homebuilders and financial or strategic partners. Joint ventures with land owners/developers have given us access to sites owned or controlled by our partners. Joint ventures with other homebuilders have provided us with the ability to bid jointly with our partners for large or expensive land parcels. Joint ventures with financial partners have allowed us to combine our homebuilding expertise with access to our partners’ capital. For example, in April 2022, we established a joint venture with Värde Partners (“Värde”), a leading global alternative investment firm, to develop rental properties as a part of our Build-To-Rent program. The venture includes $850 million in equity commitments, funded 60 percent by Värde and 40 percent by the Company. The venture provides Värde with the exclusive opportunity to invest in the acquisition and development of Build-To-Rent projects identified by the Company that meet the venture's investment guidelines.

In certain of our unconsolidated joint ventures, the joint ventures enter into loan agreements, whereby we or one of our subsidiaries will provide the joint venture lenders with customary guarantees, including completion, indemnity and environmental guarantees subject to usual non-recourse terms.

For the nine months ended, September 30, 2022 and 2021, total cash contributions to unconsolidated joint ventures were $91.8 million and $31.8 million, respectively.

Land Option Contracts and Land Banking Agreements
We are subject to the usual obligations associated with entering into contracts (including land option contracts and land banking arrangements) for the purchase, development, and sale of real estate in our routine business. We have a number of land purchase option contracts and land banking agreements, generally through cash deposits, for the right to purchase land or lots at a future point in time with predetermined terms. We do not have title to the property and the creditors of the property owner generally have no recourse to the Company. Our obligations with respect to such contracts are generally limited to the forfeiture of the related non-refundable cash deposits and/or letters of credit provided to obtain the options. At September 30, 2022 and December 31, 2021, the aggregate purchase price for land under these contracts was $1.5 billion and $1.3 billion, respectively.

Seasonality
Our business is seasonal. We have historically experienced, and in the future expect to continue to experience, variability in our results on a quarterly basis. We generally have more homes under construction, close more homes and have greater revenues and operating income in the third and fourth quarters of the year. Therefore, although new home contracts are obtained throughout the year, a higher portion of our home closings occur during the third and fourth calendar quarters. Our revenue therefore may fluctuate significantly on a quarterly basis, and we must maintain sufficient liquidity to meet short-term operating requirements. Factors expected to contribute to these fluctuations include:
 
the timing of the introduction and start of construction of new projects;
the timing of project sales;
the timing of closings of homes, lots and parcels;
the timing of receipt of regulatory approvals for development and construction;
the condition of the real estate market and general economic conditions in the areas in which we operate;
mix of homes closed;
construction timetables;
the cost and availability of materials and labor; and
weather conditions in the markets in which we build.
36

Table of Contents

As a result of seasonal activity, our quarterly results of operations and financial position are not necessarily representative of the results we expect for the full year.

Inflation
We and the homebuilding industry in general may be adversely affected during periods of high inflation, primarily because of higher land, financing, labor and construction material costs. In addition, higher mortgage interest rates can significantly affect the affordability of mortgage financing to prospective homebuyers. We attempt to pass through to our customers increases in our costs through increased sales prices. However, during periods of soft housing market conditions, we may not be able to offset our cost increases with higher selling prices.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates during the nine months ended September 30, 2022 compared to those disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report.


37

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our operations are interest rate sensitive. We monitor our exposure to changes in interest rates and incur both fixed rate and variable rate debt. At September 30, 2022, approximately 95% of our debt was fixed rate and 5% was variable rate. None of our market sensitive instruments were entered into for trading purposes. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. Conversely, for variable rate debt, changes in interest rates generally do not impact the fair value of the debt instrument but may affect our future earnings and cash flows, and may also impact our variable rate borrowing costs, which principally relate to any borrowings under our Revolving Credit Facility and borrowings by TMHF under its various warehouse facilities. As of September 30, 2022, we had no outstanding borrowings under our $1 Billion Revolving Credit Facility or our $100 Million Revolving Credit Facility. We had $1.0 billion of additional availability for borrowings under the Credit Facilities including $138.8 million of additional availability for letters of credit under our $1 Billion Revolving Credit Facility as of September 30, 2022 (giving effect to $61.2 million of letters of credit outstanding as of such date).

The London Interbank Offered Rate (“LIBOR”) was the primary basis for determining interest payments on borrowings under each of our warehouse facilities and our Revolving Credit Facilities. On March 5, 2021, ICE Benchmark Administration (“IBA”) confirmed it would cease publication of Overnight, 1, 3, 6 and 12 month US Dollar LIBOR settings immediately following the LIBOR publication on June 30, 2023. The Alternative Reference Rates Committee, which was convened by the Federal Reserve Board and the New York Federal Reserve, has identified the Secured Overnight Financing Rate (“SOFR”) as the recommended risk-free alternative rate for US Dollar LIBOR. In response to the planned discontinuation of LIBOR, our warehouse facilities agreements for facilities A, C, D, and E as well as our Revolving Credit Facilities have been restructured to begin using SOFR as the primary basis for determining interest payments. The agreement for warehouse facility B was also restructured to use the Bloomberg Short-Term Bank Yield Index (“BSBY”) as the primary basis for determining interest payments. The BSBY index is a proprietary index calculated daily as a credit sensitive supplement to manage the spread between funding costs and earned interest on loans. At this time, it is not possible to predict the full effect that the anticipated discontinuance of LIBOR, or the establishment of alternative reference rates such as SOFR and BSBY, will have on us or our borrowing costs. SOFR and BSBY are relatively new reference rates and their composition and characteristics are not the same as LIBOR. Given the limited history of these rates and potential volatility as compared to other benchmark or market rates, the future performance of these rates cannot be predicted based on historical performance. The consequences of using SOFR and BSBY could include an increase in the cost of our variable rate indebtedness.

We are required to offer to purchase all of our outstanding senior unsecured notes, as described in Note 7, Debt to the unaudited Condensed Consolidated Financial Statements included in this quarterly report, at 101% of their aggregate principal amount plus accrued and unpaid interest upon the occurrence of specified change of control events. Other than in those circumstances, we do not have an obligation to prepay fixed rate debt prior to maturity and, as a result, we would not expect interest rate risk and changes in fair value to have a significant impact on our cash flows related to our fixed rate debt until such time as we are required to refinance, repurchase or repay such debt.

The following table sets forth principal payments by scheduled maturity and effective weighted average interest rates and estimated fair value of our debt obligations as of September 30, 2022. The interest rate for our variable rate debt represents the interest rate on our mortgage warehouse facilities. Because the mortgage warehouse facilities are secured by certain mortgage loans held for sale which are typically sold within approximately 20 - 30 days, its outstanding balance is included as a variable rate maturity in the most current period presented.
 
 Expected Maturity DateFair
Value
(In millions, except percentage data)20222023202420252026ThereafterTotal
Fixed Rate Debt(1)
$461.3 $151.4 $416.0 $43.5 $27.2 $1,495.5 $2,594.9 $2,400.3 
Weighted average interest rate(2)
5.0 %3.0 %5.2 %3.0 %3.0 %5.6 %5.2 %
Variable Rate Debt(3)
$146.3 $— $— $— $— $— $146.3 $146.3 
Weighted average interest rate3.6 %— — — — — 3.6 %
(1) Fixed Rate Debt includes our 5.875% Senior Notes due 2023. As discussed in Note 7 to the unaudited Condensed Consolidated Financial Statements, these will be redeemed on October 31, 2022 and is presented in the table above with a 2022 expected maturity date.
(2)Represents the coupon rate of interest on the full principal amount of the debt.
(3) Based upon the amount of variable rate debt outstanding at September 30, 2022, and holding the variable rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately $1.5 million per year.


38

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our principal executive officer, principal financial officer and principal accounting officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of September 30, 2022.  Based on this evaluation, our principal executive officer, principal financial officer and principal accounting officer concluded that, as of September 30, 2022, the Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



39

Table of Contents

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
The information required with respect to this item can be found in Note 13 - Commitments and Contingencies under “Legal Proceedings” in the Notes to the unaudited Condensed Consolidated Financial Statements included in this report.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors set forth in Part I, Item 1A of our Annual Report. These risk factors may materially affect our business, financial condition or results of operations. You should carefully consider the risk factors set forth in our Annual Report and the other information set forth elsewhere in this quarterly report. You should be aware that these risk factors and other information may not describe every risk facing our Company.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below sets forth information regarding repurchases by the Company of its Common Stock during the three months ended September 30, 2022.
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)
July 1 to July 31, 2022— $— — $425,000 
August 1 to August 31, 20221,176,756 27.26 1,176,756 392,925 
September 1 to September 30, 20223,036,500 24.02 3,036,500 320,001 
   Total4,213,256 4,213,256 


On May 31, 2022, we announced that our Board of Directors had authorized the repurchase of up to $500.0 million of the Company's Common Stock through December 31, 2023. Repurchases of the Company's Common Stock under the new program will occur from time to time, if at all, in open market purchases, privately negotiated transactions or other transactions.

Any stock repurchase program is subject to prevailing market conditions and other considerations, including our liquidity, the terms of our debt instruments, statutory requirements, planned land investment and development spending, acquisition and other investment opportunities and ongoing capital requirements. The program does not require us to repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or discontinued at any time.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
None.

ITEM 5. OTHER INFORMATION
None.


40

Table of Contents
ITEM 6. EXHIBITS
Exhibit
No.
  Description
3.1
3.2
10.1*†
10.2*†
10.3*†
10.4
31.1*  
31.2*  
32.1**  
32.2**  
101.INS*  Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*  Inline XBRL Taxonomy Extension Schema Document.
101.CAL*  Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*  Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*  Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*  Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1*Cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in inline XBRL (and contained in Exhibit 101).
* Filed herewith
** Furnished herewith
† Management contract or compensatory plan in which directors and/or executive officers are eligible to participate.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them other than for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

41

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  TAYLOR MORRISON HOME CORPORATION
  Registrant
DATE: October 26, 2022  
  /s/ Sheryl D. Palmer
  Sheryl D. Palmer
  Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
  /s/ Louis Steffens
  Louis Steffens
  Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  /s/ Joseph Terracciano
  Joseph Terracciano
  Chief Accounting Officer
(Principal Accounting Officer)

42