-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S6balKJFyKI+odguyi3McEjf2Vt21UjUxg2sXy8zV9mgTXYKN8vxnP+O6/lYIqPX g5Yi/l4AWZH5pgqqo7wiHw== 0000950148-01-501195.txt : 20010712 0000950148-01-501195.hdr.sgml : 20010712 ACCESSION NUMBER: 0000950148-01-501195 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KB HOME CENTRAL INDEX KEY: 0000795266 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 953666267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09195 FILM NUMBER: 1678792 BUSINESS ADDRESS: STREET 1: 10990 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102314000 MAIL ADDRESS: STREET 1: 10990 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: KAUFMAN & BROAD HOME CORP DATE OF NAME CHANGE: 19920703 11-K 1 v74060e11-k.txt 11K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended: December 31, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _________ to __________ Commission File No. 1-9195 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401 (k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: KB HOME 10990 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 2 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Years ended December 31, 2000 and 1999 with Report of Independent Auditors 3 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Audited Financial Statements and Supplemental Schedule Years ended December 31, 2000 and 1999 CONTENTS Report of Independent Auditors 1 Audited Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999 2 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2000 and 1999 3 Notes to Financial Statements 4 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 8
4 Report of Independent Auditors To the Administrative Committee, as Plan Administrator of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan We have audited the accompanying statements of net assets available for benefits of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Los Angeles, California May 25, 2001 1 5 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31, ---------------------------------- 2000 1999 ----------- ----------- ASSETS Investments, at fair value $71,452,156 $55,571,152 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $71,452,156 $55,571,152 =========== ===========
See accompanying notes. 2 6 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31, ------------------------------------ 2000 1999 ------------ ----------- ADDITIONS: Contributions from: Plan participants $ 9,226,585 $ 7,277,006 Employer, net of forfeitures 5,845,557 3,615,683 ------------ ----------- 15,072,142 10,892,689 Transfers from other plans 17,698,420 3,134,971 Investment income: Interest and dividends 5,500,770 4,750,522 Net (depreciation) appreciation in fair value of investments (8,014,335) 3,592,613 ------------ ----------- (2,513,565) 8,343,135 ------------ ----------- Total additions 30,256,997 22,370,795 DEDUCTIONS: Benefits paid to participants 14,264,844 8,240,741 Administrative expenses 111,149 50,986 ------------ ----------- Total deductions 14,375,993 8,291,727 ------------ ----------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 15,881,004 14,079,068 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 55,571,152 41,492,084 ------------ ----------- End of year $ 71,452,156 $55,571,152 ============ ===========
See accompanying notes. 3 7 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Notes to Financial Statements December 31, 2000 1. GENERAL DESCRIPTION OF THE PLAN The Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan (the Plan) is a defined contribution plan in which salaried employees of Kaufman and Broad Home Corporation (the Company) are eligible to enroll on January 1, April 1, July 1 or October 1 following the completion of 1,000 hours of service with the Company computed from the date of employment, or full-time employment for six months. Participants electing to participate in the Plan may contribute up to 10% of their annual compensation, on a pretax basis, by means of payroll deduction. Participants may also contribute up to an additional 9% of their annual compensation, on an after tax basis, also by means of payroll deduction. All contributions must be in whole percentages. Pretax contributions are eligible for tax deferred treatment up to the limits provided by the Tax Reform Act of 1986, as adjusted for cost of living. Unless otherwise elected by the Board of Directors, the Company will match the participant's pretax contribution up to 6% of annual base salary (determined without regard to bonuses and a maximum of $50,000 of regular earnings for commission employees). Company matching contributions and related investment income vest to participants over five years. Plan assets are held by Fidelity Investments Institutional Operations Company, Inc. (the Trustee). Plan participants may direct the investment of their funds among one or more of the several fund options offered by the Plan. Terminating participants may elect (with spousal consent) to withdraw their contributions, vested Company contributions and related investment income as a lump sum payment. In the absence of a valid election, the participant's vested benefits will be distributed in the form of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity, or in a lump sum if the actuarial equivalent is not more than $5,000. Nonvested Company contributions are forfeited and used by the Company to reduce future employer contributions. The Plan allows participant loans and hardship withdrawals subject to certain limitations. In the event of Plan termination, benefits of all affected participants, if not already so, shall become 100% vested and nonforfeitable. 4 8 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan are prepared on an accrual basis. Investment income is recorded as earned. Distributions of Plan benefits to withdrawn participants are recorded when distributed. Expenses incurred in the administration of the Plan are paid by the Company. Expenses incurred related to terminated participants and participant loans are paid by the Plan. The financial statements are based on information provided to the Company and certified as complete and accurate by the Trustee. Certain adjustments have been made to the financial statements provided by the Trustee in order for them to conform to the accrual basis of accounting. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that could affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior year financial statement amounts have been reclassified to conform to the current year presentations. 3. TRANSFERS FROM OTHER PLANS Transfers from other plans consist of transfers of participant account balances from other Company sponsored plans which were merged into the Plan during the year. 4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits between the financial statements and the Form 5500:
DECEMBER 31, ----------------------------------- 2000 1999 ----------- ------------ Net assets available for benefits per financial statements $71,452,156 $ 55,571,152 Liability recorded in the Form 5500 for amounts due to withdrawn participants -- (2,652,378) ----------- ------------ Net assets available for benefits per the Form 5500 $71,452,156 $ 52,918,774 =========== ============
5 9 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Notes to Financial Statements (continued) 4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants between the financial statements and Form 5500:
DECEMBER 31, ------------------------------------ 2000 1999 ------------ ----------- Benefits paid to participants per financial statements $ 14,264,844 $ 8,291,727 Add amounts related to withdrawn participants at year end -- 2,652,378 Less amounts related to withdrawn participants from previous year (2,652,378) (1,848,300) ------------ ----------- Benefits paid to participants per the Form 5500 $ 11,612,466 $ 9,095,805 ============ ===========
5. INVESTMENTS Investments are valued at fair value, which is determined daily by the Trustee through reference to published market information using closing prices on the valuation date. The fair value of the Plan's individual investments that represent five percent or more of the Plan's net assets as of December 31, 2000 and 1999, were as follows:
DECEMBER 31, ---------------------------------- 2000 1999 ----------- ----------- Strong Growth $ 7,105,426 $ 4,081,133 Fidelity Magellan 17,877,966 17,103,279 Fidelity Contrafund 10,452,240 8,104,716 Fidelity Equity Income 7,634,983 7,791,669 Fidelity Asset Manager 5,235,770 3,371,928 Fidelity Retirement Money Market 7,767,083 7,483,622
6 10 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Notes to Financial Statements (continued) 5. INVESTMENTS (CONTINUED) Net appreciation (depreciation) of the Plan's investments (including investments bought, sold, and held during the year) during the years ended December 31, 2000 and 1999, were as follows:
DECEMBER 31, ----------------------------------- 2000 1999 ----------- ----------- Mutual funds $(8,832,132) $ 3,647,614 Common stock 817,797 (55,001) ----------- ----------- $(8,014,335) $ 3,592,613 =========== ===========
6. TAX STATUS OF THE PLAN The Plan has received a determination letter from the Internal Revenue Service dated May 7, 1991, stating that the Plan is qualified, in form, under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 7 11 Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2000
DESCRIPTION CURRENT IDENTITY OF ISSUE OF ASSET VALUE ----------------- ---------------------- ----------- Strong Capital Management - Strong Growth Fund 262,677 shares $ 7,105,426 Franklin Templeton - Templeton Developing Markets Trust I 56,914 shares 602,722 Kaufman and Broad Home Corporation(*) common stock 83,066 shares 2,798,494 Fidelity(*) Mutual Funds: Magellan 149,857 shares 17,877,966 Contrafund 212,574 shares 10,452,240 Equity Income 142,897 shares 7,634,983 Intermediate Bond 284,388 shares 2,855,260 Overseas 40,061 shares 1,376,909 Asset Manager 311,282 shares 5,235,770 Low-Priced Stock 101,930 shares 2,356,625 Retirement Money Market 7,767,083 shares 7,767,083 Spartan U.S. Equity Index 74,847 shares 3,503,582 Participant(*) loans Interest rates ranging from 6% to 10% 1,885,096 ----------- $71,452,156 ===========
(*)Party-in-interest to the Plan. 8 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Dated: July 10, 2001 by: /s/ Cory Cohen ------------------------------- Cory Cohen Vice President, Tax 13 EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 23.1 Independent Auditor's Consent EX-23.1 2 v74060ex23-1.txt EXHIBIT 23.1 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-49307) pertaining to the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan of our report dated May 25, 2001, with respect to the financial statements and schedule of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000. /s/Ernst & Young LLP Los Angeles, California July 10, 2001 9 -----END PRIVACY-ENHANCED MESSAGE-----