Delaware
|
95-3666267
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Name of each exchange
on which registered
|
Common Stock (par value $1.00 per share)
|
New York Stock Exchange
|
Rights to Purchase Series A Participating Cumulative Preferred Stock
|
New York Stock Exchange
|
|
|
Page
Number
|
Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 1.
|
BUSINESS
|
Segment
|
|
State(s)
|
|
Major Market(s)
|
West Coast
|
|
California
|
|
Fresno, Los Angeles, Madera, Oakland, Orange County, Riverside, Sacramento, San Bernardino, San Diego, San Jose, Santa Rosa-Petaluma, Stockton, Ventura and Yuba City
|
Southwest
|
|
Arizona
|
|
Phoenix and Tucson
|
|
|
Nevada
|
|
Las Vegas and Reno
|
|
|
New Mexico
|
|
Albuquerque
|
Central
|
|
Colorado
|
|
Denver
|
|
|
Texas
|
|
Austin, Dallas/Fort Worth, Houston and San Antonio
|
Southeast
|
|
Florida
|
|
Daytona Beach, Fort Myers, Jacksonville, Lakeland, Orlando, Sarasota and Tampa
|
|
|
Maryland
|
|
Washington, D.C.
|
|
|
North Carolina
|
|
Raleigh
|
|
|
Virginia
|
|
Washington, D.C.
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
West Coast:
|
|
|
|
|
|
||||||
Homes delivered
|
1,945
|
|
|
1,757
|
|
|
2,023
|
|
|||
Percentage of total homes delivered
|
31
|
%
|
|
30
|
%
|
|
27
|
%
|
|||
Average selling price
|
$
|
388,300
|
|
|
$
|
335,500
|
|
|
$
|
346,300
|
|
Total revenues (in millions) (a)
|
$
|
755.3
|
|
|
$
|
589.4
|
|
|
$
|
700.7
|
|
Southwest:
|
|
|
|
|
|
||||||
Homes delivered
|
683
|
|
|
843
|
|
|
1,150
|
|
|||
Percentage of total homes delivered
|
11
|
%
|
|
15
|
%
|
|
16
|
%
|
|||
Average selling price
|
$
|
193,900
|
|
|
$
|
165,800
|
|
|
$
|
158,200
|
|
Total revenues (in millions) (a)
|
$
|
132.4
|
|
|
$
|
139.9
|
|
|
$
|
187.7
|
|
Central:
|
|
|
|
|
|
||||||
Homes delivered
|
2,566
|
|
|
2,155
|
|
|
2,663
|
|
|||
Percentage of total homes delivered
|
41
|
%
|
|
37
|
%
|
|
36
|
%
|
|||
Average selling price
|
$
|
170,100
|
|
|
$
|
171,500
|
|
|
$
|
163,700
|
|
Total revenues (in millions) (a)
|
$
|
436.4
|
|
|
$
|
369.7
|
|
|
$
|
436.4
|
|
Southeast:
|
|
|
|
|
|
||||||
Homes delivered
|
1,088
|
|
|
1,057
|
|
|
1,510
|
|
|||
Percentage of total homes delivered
|
17
|
%
|
|
18
|
%
|
|
21
|
%
|
|||
Average selling price
|
$
|
206,200
|
|
|
$
|
195,500
|
|
|
$
|
170,200
|
|
Total revenues (in millions) (a)
|
$
|
224.3
|
|
|
$
|
206.6
|
|
|
$
|
257.0
|
|
Total:
|
|
|
|
|
|
||||||
Homes delivered
|
6,282
|
|
|
5,812
|
|
|
7,346
|
|
|||
Average selling price
|
$
|
246,500
|
|
|
$
|
224,600
|
|
|
$
|
214,500
|
|
Total revenues (in millions) (a)
|
$
|
1,548.4
|
|
|
$
|
1,305.6
|
|
|
$
|
1,581.8
|
|
(a)
|
Total revenues include revenues from housing and land sales.
|
•
|
gaining a detailed understanding of consumer location and home design and interior/exterior design option preferences through regular surveys and research. In this report and elsewhere, we refer to our home designs and design options as our “products;”
|
•
|
managing our working capital and reducing our operating risks by acquiring primarily developed and entitled land at reasonable prices in preferred markets with perceived high growth potential that meet our investment return and market positioning (or “marketing”) standards ;
|
•
|
using our knowledge of consumer preferences to design, offer, construct and deliver products that homebuyers desire;
|
•
|
in general, commencing construction of a home only after a purchase contract has been signed and preliminary credit approval has been received;
|
•
|
building a backlog of net orders and minimizing the cycle time from initial construction to delivery of homes to customers;
|
•
|
establishing an even flow of production of high-quality homes at the lowest possible cost; and
|
•
|
offering customers affordable base prices and the opportunity to customize their homes through choice of location within a community, elevation and floor plans, and choices for design options at our KB Home Studios.
|
•
|
Asset Positioning
. We seek to maintain a long-term growth platform of new home communities through land and land development investments that enable us to own or control a forecasted three-to-five year supply of developed or developable land in preferred locations in our served markets. We manage this growth platform through an ongoing allocation of resources to capitalize on identified opportunities, which may involve withdrawing and reallocating resources from underperforming markets. We also will expand and contract our geographic footprint and corresponding resource commitments over time in line with housing market conditions, particularly prevailing and expected levels of home sales activity.
|
•
|
Product Sales and Customer Satisfaction
. We aim to generate sales volume and high levels of customer satisfaction by providing the best combination of value, quality and choice in homes and design options along with attentive service to our core customers — first-time, move-up and active adult homebuyers. In addition to our focus on operating from new home communities in attractive locations, we believe we stand out from other homebuilders and resale homes through our distinct Built to Order™ approach to homebuying and our longstanding commitment to sustainability. With Built to Order, we offer customers affordable base prices and the opportunity to significantly customize the floor plans and design options for their new homes. With our homes, we also offer several standard features and options that are among the most energy- and water-efficient commercially available. These features and options provide increased value to our homebuyers by helping to lower the relative cost of homeownership over time.
|
•
|
Organizational and Production Efficiency
. We strive to enhance our performance by aligning our management resources, personnel levels and overhead costs with our growth platform, sales activity expectations and business needs, and by streamlining and constantly improving, to the extent possible, our home construction process. In addition to even flow
|
•
|
achieving and maintaining profitability at the scale of prevailing market conditions, our highest priority in 2012;
|
•
|
generating cash and strengthening our balance sheet; and
|
•
|
positioning our business to capitalize on future growth opportunities.
|
•
|
Building on our focused geographic and operational positioning strategy of the past few years by aggressively investing in land and land development, subject to our investment return and marketing standards, in higher-performing, choice locations that feature higher household incomes within our core homebuyer demographic. These consumers are more likely to choose larger home sizes and purchase more design options, key drivers for our home selling prices and housing gross profit margins. This investment orientation, which we began in late 2009, yielded improved results in 2012, contributing to our higher revenues and average selling prices. During 2012, we invested approximately $565 million in land and land development.
|
•
|
Optimizing our assets by increasing revenues per new home community open for sales through an intense focus on sales performance and continued improvement in our product offerings, including our energy- and water-efficient product offerings, to meet higher-income consumers’ demand for larger home sizes and more design options. We consider a community that has one or more homes left to sell at the end of a quarter to be a “new home community open for sales.”
|
•
|
Broadening our performing asset base by activating certain inventory in stabilizing markets that was previously held for future development. In 2012, we identified 21 communities for activation, primarily in Florida and Arizona, representing
|
•
|
Bringing additional resources to targeted markets where we operate to further strengthen our local field management teams and talent where appropriate, while leveraging our existing infrastructure and carefully managing overhead costs, to help ensure the effective and efficient execution of our strategic initiatives. In 2012, we expanded our management teams in Northern California, Southern California and Central Texas to provide heightened attention to key submarkets within those regions.
|
•
|
refined our products to reduce the amount of building materials needed to construct them, and have taken steps to reduce construction waste;
|
•
|
build all of our new homes to U.S. Environmental Protection Agency’s (“EPA”) ENERGY STAR® standards;
|
•
|
build an increasing percentage of our homes to meet the U.S. EPA’s Watersense® specifications for water use efficiency;
|
•
|
build our homes with Watersense labeled fixtures;
|
•
|
developed an Energy Performance Guide®, or EPG®, that informs our homebuyers of the relative energy efficiency (and related estimated monthly energy costs and potential energy cost savings) of each of our homes as designed compared to typical new and existing homes; and
|
•
|
introduced net-zero energy design options, in a program called ZeroHouse 2.0™, in select markets.
|
As of November 30,
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
|||||
2012
|
|
46
|
|
|
17
|
|
|
91
|
|
|
37
|
|
|
191
|
|
2011
|
|
72
|
|
|
25
|
|
|
93
|
|
|
44
|
|
|
234
|
|
|
Homes Under
Construction and Land
Under Development
|
|
Land Held for Future
Development
|
|
Land Under
Option
|
|
Total Land
Owned or
Under Option
|
||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
West Coast
|
2,899
|
|
|
3,424
|
|
|
3,936
|
|
|
4,102
|
|
|
3,613
|
|
|
1,491
|
|
|
10,448
|
|
|
9,017
|
|
Southwest
|
1,275
|
|
|
1,013
|
|
|
7,743
|
|
|
8,219
|
|
|
534
|
|
|
33
|
|
|
9,552
|
|
|
9,265
|
|
Central
|
7,859
|
|
|
7,681
|
|
|
2,055
|
|
|
1,837
|
|
|
4,612
|
|
|
3,215
|
|
|
14,526
|
|
|
12,733
|
|
Southeast
|
1,922
|
|
|
1,123
|
|
|
4,934
|
|
|
5,567
|
|
|
3,370
|
|
|
2,465
|
|
|
10,226
|
|
|
9,155
|
|
Total
|
13,955
|
|
|
13,241
|
|
|
18,668
|
|
|
19,725
|
|
|
12,129
|
|
|
7,204
|
|
|
44,752
|
|
|
40,170
|
|
|
Homes Under
Construction and Land
Under Development
|
|
Land Held for Future
Development
|
|
Land Under
Option
|
|
Total Land
Owned or
Under Option
|
||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
West Coast
|
$
|
471,650
|
|
|
$
|
508,731
|
|
|
$
|
337,229
|
|
|
$
|
344,702
|
|
|
$
|
33,718
|
|
|
$
|
62,370
|
|
|
$
|
842,597
|
|
|
$
|
915,803
|
|
Southwest
|
63,456
|
|
|
66,770
|
|
|
156,159
|
|
|
163,413
|
|
|
1,830
|
|
|
307
|
|
|
221,445
|
|
|
230,490
|
|
||||||||
Central
|
292,475
|
|
|
265,946
|
|
|
21,806
|
|
|
23,086
|
|
|
5,443
|
|
|
2,834
|
|
|
319,724
|
|
|
291,866
|
|
||||||||
Southeast
|
154,992
|
|
|
87,144
|
|
|
153,661
|
|
|
195,542
|
|
|
14,152
|
|
|
10,784
|
|
|
322,805
|
|
|
293,470
|
|
||||||||
Total
|
$
|
982,573
|
|
|
$
|
928,591
|
|
|
$
|
668,855
|
|
|
$
|
726,743
|
|
|
$
|
55,143
|
|
|
$
|
76,295
|
|
|
$
|
1,706,571
|
|
|
$
|
1,731,629
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Homes delivered
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
309
|
|
|
170
|
|
|
487
|
|
|
184
|
|
|
1,150
|
|
|||||
Second
|
330
|
|
|
157
|
|
|
536
|
|
|
267
|
|
|
1,290
|
|
|||||
Third
|
541
|
|
|
186
|
|
|
700
|
|
|
293
|
|
|
1,720
|
|
|||||
Fourth
|
765
|
|
|
170
|
|
|
843
|
|
|
344
|
|
|
2,122
|
|
|||||
Total
|
1,945
|
|
|
683
|
|
|
2,566
|
|
|
1,088
|
|
|
6,282
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
224
|
|
|
158
|
|
|
363
|
|
|
204
|
|
|
949
|
|
|||||
Second
|
353
|
|
|
183
|
|
|
475
|
|
|
254
|
|
|
1,265
|
|
|||||
Third
|
524
|
|
|
232
|
|
|
611
|
|
|
236
|
|
|
1,603
|
|
|||||
Fourth
|
656
|
|
|
270
|
|
|
706
|
|
|
363
|
|
|
1,995
|
|
|||||
Total
|
1,757
|
|
|
843
|
|
|
2,155
|
|
|
1,057
|
|
|
5,812
|
|
|||||
Net orders
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
289
|
|
|
140
|
|
|
547
|
|
|
221
|
|
|
1,197
|
|
|||||
Second
|
600
|
|
|
229
|
|
|
900
|
|
|
320
|
|
|
2,049
|
|
|||||
Third
|
658
|
|
|
154
|
|
|
765
|
|
|
323
|
|
|
1,900
|
|
|||||
Fourth
|
619
|
|
|
140
|
|
|
485
|
|
|
313
|
|
|
1,557
|
|
|||||
Total
|
2,166
|
|
|
663
|
|
|
2,697
|
|
|
1,177
|
|
|
6,703
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
404
|
|
|
206
|
|
|
448
|
|
|
244
|
|
|
1,302
|
|
|||||
Second
|
542
|
|
|
270
|
|
|
838
|
|
|
348
|
|
|
1,998
|
|
|||||
Third
|
581
|
|
|
259
|
|
|
677
|
|
|
321
|
|
|
1,838
|
|
|||||
Fourth
|
490
|
|
|
172
|
|
|
517
|
|
|
315
|
|
|
1,494
|
|
|||||
Total
|
2,017
|
|
|
907
|
|
|
2,480
|
|
|
1,228
|
|
|
6,632
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Cancellation rates
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
34
|
%
|
|
24
|
%
|
|
39
|
%
|
|
37
|
%
|
|
36
|
%
|
|||||
Second
|
24
|
|
|
17
|
|
|
28
|
|
|
28
|
|
|
26
|
|
|||||
Third
|
23
|
|
|
16
|
|
|
35
|
|
|
27
|
|
|
29
|
|
|||||
Fourth
|
25
|
|
|
21
|
|
|
47
|
|
|
31
|
|
|
35
|
|
|||||
Total
|
26
|
%
|
|
19
|
%
|
|
37
|
%
|
|
30
|
%
|
|
31
|
%
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
15
|
%
|
|
18
|
%
|
|
39
|
%
|
|
33
|
%
|
|
29
|
%
|
|||||
Second
|
22
|
|
|
18
|
|
|
29
|
|
|
24
|
|
|
25
|
|
|||||
Third
|
27
|
|
|
20
|
|
|
34
|
|
|
30
|
|
|
29
|
|
|||||
Fourth
|
28
|
|
|
27
|
|
|
41
|
|
|
33
|
|
|
34
|
|
|||||
Total
|
24
|
%
|
|
21
|
%
|
|
35
|
%
|
|
30
|
%
|
|
29
|
%
|
|||||
Ending backlog — homes
|
|
|
|
|
|
|
|
|
|||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
443
|
|
|
173
|
|
|
1,078
|
|
|
509
|
|
|
2,203
|
|
|||||
Second
|
713
|
|
|
245
|
|
|
1,442
|
|
|
562
|
|
|
2,962
|
|
|||||
Third
|
830
|
|
|
213
|
|
|
1,507
|
|
|
592
|
|
|
3,142
|
|
|||||
Fourth
|
684
|
|
|
183
|
|
|
1,149
|
|
|
561
|
|
|
2,577
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
383
|
|
|
187
|
|
|
778
|
|
|
341
|
|
|
1,689
|
|
|||||
Second
|
572
|
|
|
274
|
|
|
1,141
|
|
|
435
|
|
|
2,422
|
|
|||||
Third
|
629
|
|
|
301
|
|
|
1,207
|
|
|
520
|
|
|
2,657
|
|
|||||
Fourth
|
463
|
|
|
203
|
|
|
1,018
|
|
|
472
|
|
|
2,156
|
|
|||||
Ending backlog — value, in thousands
|
|
|
|
|
|
|
|||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
150,638
|
|
|
$
|
32,139
|
|
|
$
|
177,998
|
|
|
$
|
99,176
|
|
|
$
|
459,951
|
|
Second
|
301,652
|
|
|
43,518
|
|
|
237,558
|
|
|
110,680
|
|
|
693,408
|
|
|||||
Third
|
327,528
|
|
|
40,727
|
|
|
251,900
|
|
|
124,589
|
|
|
744,744
|
|
|||||
Fourth
|
248,790
|
|
|
40,206
|
|
|
204,473
|
|
|
125,157
|
|
|
618,626
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
126,258
|
|
|
$
|
27,970
|
|
|
$
|
132,164
|
|
|
$
|
67,242
|
|
|
$
|
353,634
|
|
Second
|
172,147
|
|
|
43,572
|
|
|
199,350
|
|
|
86,475
|
|
|
501,544
|
|
|||||
Third
|
211,360
|
|
|
51,262
|
|
|
199,503
|
|
|
97,205
|
|
|
559,330
|
|
|||||
Fourth
|
161,987
|
|
|
37,071
|
|
|
168,512
|
|
|
91,380
|
|
|
458,950
|
|
Item 1A.
|
RISK FACTORS
|
•
|
short- and long-term interest rates;
|
•
|
employment levels and job and personal income growth;
|
•
|
housing demand from population growth, household formation and other demographic changes, among other factors;
|
•
|
availability and pricing of mortgage financing for homebuyers;
|
•
|
consumer confidence generally and the confidence of potential homebuyers in particular;
|
•
|
U.S. and global financial system and credit market stability;
|
•
|
private party and government mortgage loan programs (including changes in FHA, Fannie Mae- and Freddie Mac-
|
•
|
federal and state personal income tax rates and provisions, including provisions for the deduction of mortgage loan interest payments, real estate taxes and other expenses;
|
•
|
supply of and prices for available new or resale homes (including lender-owned homes) and other housing alternatives, such as apartments, single-family rentals and other rental housing;
|
•
|
homebuyer interest in our current or new product designs and new home community locations, and general consumer interest in purchasing a home compared to choosing other housing alternatives; and
|
•
|
real estate taxes.
|
•
|
our delivering fewer homes;
|
•
|
our selling homes at lower prices;
|
•
|
our offering or increasing sales incentives, discounts or price concessions for our homes;
|
•
|
our experiencing lower housing gross profit margins, particularly if we cannot raise our selling prices to cover increased land development, home construction or overhead costs;
|
•
|
our selling fewer homes or experiencing a higher number of cancellations by homebuyers;
|
•
|
impairments in the value of our inventory and other assets;
|
•
|
difficulty in acquiring desirable land that meets our investment return or marketing standards, and in selling our interests in land that no longer meet such standards on favorable terms;
|
•
|
difficulty in our acquiring raw materials and skilled management and trade labor at acceptable prices;
|
•
|
delays in the development of land and/or the construction of our homes; and/or
|
•
|
difficulty in securing external financing, performance bonds or letter of credit facilities on favorable terms.
|
•
|
limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other business needs;
|
•
|
limit our ability to renew or, if necessary or desirable, expand the capacity of any letter of credit facilities, to obtain a revolving credit facility, and to obtain performance bonds in the ordinary course of our business;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the collateralization or payment of our debt and reduce our ability to use our cash flow for other purposes;
|
•
|
impact our flexibility in planning for, or reacting to, changes in our business;
|
•
|
limit our ability to implement our present strategies, particularly our land acquisition and development plans and asset activation initiatives, in part due to competition from other homebuilders, developers and investors with greater available liquidity or balance sheet strength;
|
•
|
place us at a competitive disadvantage because we have more debt or debt-related restrictions than some of our competitors; and
|
•
|
make us more vulnerable in the event of weakness or a downturn in our business or in general economic or housing market conditions.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Name
|
|
Age
|
|
Present Position
|
|
Year
Assumed
Present
Position
|
|
Years
at
KB
Home
|
|
Other Positions and Other
Business Experience within the
Last Five Years (a)
|
|
From – To
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T. Mezger
|
|
57
|
|
President and Chief Executive Officer (b)
|
|
2006
|
|
19
|
|
|
|
|
Jeff J. Kaminski
|
|
51
|
|
Executive Vice President and Chief Financial Officer
|
|
2010
|
|
2
|
|
Senior Vice President, Chief Financial Officer and Strategy Board member, Federal-Mogul Corporation (a global supplier of component parts and systems to the automotive, heavy-duty, industrial and transport markets)
|
|
2008-2010
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, Global Purchasing and Strategy Board Member, Federal-Mogul Corporation
|
|
2005-2008
|
Albert Z. Praw
|
|
64
|
|
Executive Vice President, Real Estate and Business Development
|
|
2011
|
|
16 (c)
|
|
Chief Executive Officer, Landstone Communities, LLC (a real estate development company)
|
|
2006-2011
|
Brian J. Woram
|
|
52
|
|
Executive Vice President, General Counsel and Secretary
|
|
2010
|
|
2
|
|
Senior Vice President and Chief Legal Officer, H&R Block, Inc. (a provider of tax, banking and business and consulting services)
|
|
2009-2010
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, Chief Legal Officer and Chief Compliance Officer, Centex Corporation (a homebuilder and provider of mortgage banking services)
|
|
2005-2009
|
William R. Hollinger
|
|
54
|
|
Senior Vice President and Chief Accounting Officer
|
|
2007
|
|
25
|
|
|
|
|
Thomas F. Norton
|
|
42
|
|
Senior Vice President, Human Resources
|
|
2009
|
|
4
|
|
Chief Human Resources Officer, BJ’s Restaurants, Inc. (an owner and operator of national full service restaurants)
|
|
2006-2009
|
Tom Silk
|
|
44
|
|
Senior Vice President, Marketing and Communications
|
|
2011
|
|
1
|
|
Vice President of Marketing for Hydration and Juice Brands, PepsiCo Beverages Americas (a beverage marketing and distribution company)
|
|
2009-2011
|
|
|
|
|
|
|
|
|
|
|
Senior Director, Global Brand Management, Activision Blizzard, Inc. (a game publisher of interactive entertainment software)
|
|
2006-2009
|
(a)
|
All positions described were with us, unless otherwise indicated.
|
(b)
|
Mr. Mezger has served as a director since 2006.
|
(c)
|
Mr. Praw was employed by us from 1989-1992 and from 1994-2006. He was elected to his present position in October 2011.
|
Item 5.
|
MARKET FOR REGISTRANT
’
S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Year Ended November 30, 2012
|
|
Year Ended November 30, 2011
|
||||||||||||||||||||||||||||
|
High
|
|
Low
|
|
Dividends
Declared
|
|
Dividends
Paid
|
|
High
|
|
Low
|
|
Dividends
Declared
|
|
Dividends
Paid
|
||||||||||||||||
First Quarter
|
$
|
12.91
|
|
|
$
|
6.17
|
|
|
$
|
.0625
|
|
|
$
|
.0625
|
|
|
$
|
16.11
|
|
|
$
|
11.41
|
|
|
$
|
.0625
|
|
|
$
|
.0625
|
|
Second Quarter
|
13.12
|
|
|
6.77
|
|
|
.0250
|
|
|
.0250
|
|
|
13.67
|
|
|
10.86
|
|
|
.0625
|
|
|
.0625
|
|
||||||||
Third Quarter
|
11.25
|
|
|
6.46
|
|
|
.0250
|
|
|
.0250
|
|
|
12.27
|
|
|
5.09
|
|
|
.0625
|
|
|
.0625
|
|
||||||||
Fourth Quarter
|
17.30
|
|
|
10.89
|
|
|
.0250
|
|
|
.0250
|
|
|
8.00
|
|
|
5.02
|
|
|
.0625
|
|
|
.0625
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
Years Ended November 30,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
1,548,432
|
|
|
$
|
1,305,562
|
|
|
$
|
1,581,763
|
|
|
$
|
1,816,415
|
|
|
$
|
3,023,169
|
|
Financial services
|
11,683
|
|
|
10,304
|
|
|
8,233
|
|
|
8,435
|
|
|
10,767
|
|
|||||
Total revenues
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
$
|
1,589,996
|
|
|
$
|
1,824,850
|
|
|
$
|
3,033,936
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
(20,256
|
)
|
|
$
|
(103,074
|
)
|
|
$
|
(16,045
|
)
|
|
$
|
(236,520
|
)
|
|
$
|
(860,643
|
)
|
Financial services
|
8,692
|
|
|
6,792
|
|
|
5,114
|
|
|
5,184
|
|
|
6,278
|
|
|||||
Operating loss
|
$
|
(11,564
|
)
|
|
$
|
(96,282
|
)
|
|
$
|
(10,931
|
)
|
|
$
|
(231,336
|
)
|
|
$
|
(854,365
|
)
|
Pretax loss
|
$
|
(79,053
|
)
|
|
$
|
(181,168
|
)
|
|
$
|
(76,368
|
)
|
|
$
|
(311,184
|
)
|
|
$
|
(967,931
|
)
|
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
$
|
(69,368
|
)
|
|
$
|
(101,784
|
)
|
|
$
|
(976,131
|
)
|
Basic and diluted loss per share
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(12.59
|
)
|
Cash dividends declared per common share
|
$
|
.1375
|
|
|
$
|
.2500
|
|
|
$
|
.2500
|
|
|
$
|
.2500
|
|
|
$
|
.8125
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
2,557,243
|
|
|
$
|
2,480,369
|
|
|
$
|
3,080,306
|
|
|
$
|
3,402,565
|
|
|
$
|
3,992,148
|
|
Financial services
|
4,455
|
|
|
32,173
|
|
|
29,443
|
|
|
33,424
|
|
|
52,152
|
|
|||||
Total assets
|
$
|
2,561,698
|
|
|
$
|
2,512,542
|
|
|
$
|
3,109,749
|
|
|
$
|
3,435,989
|
|
|
$
|
4,044,300
|
|
Mortgages and notes payable
|
$
|
1,722,815
|
|
|
$
|
1,583,571
|
|
|
$
|
1,775,529
|
|
|
$
|
1,820,370
|
|
|
$
|
1,941,537
|
|
Stockholders’ equity
|
$
|
376,806
|
|
|
$
|
442,657
|
|
|
$
|
631,878
|
|
|
$
|
707,224
|
|
|
$
|
830,605
|
|
Homebuilding Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net orders
|
6,703
|
|
|
6,632
|
|
|
6,556
|
|
|
8,341
|
|
|
8,274
|
|
|||||
Unit backlog
|
2,577
|
|
|
2,156
|
|
|
1,336
|
|
|
2,126
|
|
|
2,269
|
|
|||||
Homes delivered
|
6,282
|
|
|
5,812
|
|
|
7,346
|
|
|
8,488
|
|
|
12,438
|
|
Item 7.
|
MANAGEMENT
’
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs 2011
|
|
2011 vs 2010
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
1,548,432
|
|
|
$
|
1,305,562
|
|
|
$
|
1,581,763
|
|
|
19
|
%
|
|
(17
|
)%
|
Financial services
|
11,683
|
|
|
10,304
|
|
|
8,233
|
|
|
13
|
|
|
25
|
|
|||
Total
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
$
|
1,589,996
|
|
|
19
|
%
|
|
(17
|
)%
|
Pretax income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
(89,936
|
)
|
|
$
|
(207,246
|
)
|
|
$
|
(88,511
|
)
|
|
57
|
%
|
|
(134
|
)%
|
Financial services
|
10,883
|
|
|
26,078
|
|
|
12,143
|
|
|
(58
|
)
|
|
115
|
|
|||
Total pretax loss
|
(79,053
|
)
|
|
(181,168
|
)
|
|
(76,368
|
)
|
|
56
|
|
|
(137
|
)
|
|||
Income tax benefit
|
20,100
|
|
|
2,400
|
|
|
7,000
|
|
|
738
|
|
|
(66
|
)
|
|||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
$
|
(69,368
|
)
|
|
67
|
%
|
|
(158
|
)%
|
Basic and diluted loss per share
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
|
67
|
%
|
|
(158
|
)%
|
•
|
Revenues
. Total revenues of
$1.56 billion
for the year ended November 30, 2012 increased
19%
from
$1.32 billion
in 2011. The year-over-year increase in total revenues was primarily due to an increase in housing revenues to
$1.55 billion
from
$1.31 billion
in 2011, reflecting an increase in the number of homes delivered and an increase in the overall average selling price of those homes. We had no land sale revenues in 2012, compared to total land sale revenues of
$.3 million
in 2011. Included in our total revenues were financial services revenues of
$11.7 million
in 2012 and
$10.3 million
in 2011. The year-over-year increase in financial services revenues reflected higher marketing services fees as a result of our having a marketing services agreement in place for all of 2012, compared to only a portion of 2011, and higher title services revenues.
|
◦
|
Homes Delivered
. We delivered
6,282
homes in 2012, up
8%
from
5,812
homes delivered in 2011, partly due to our relatively higher backlog at the beginning of the year, which was up 61% on a year-over-year basis largely as a result of a 39% increase in net orders in the latter half of 2011.
|
◦
|
Average Selling Price
. Our overall average selling price of homes delivered increased
10%
in 2012 (and
5%
in 2011 compared to 2010), primarily due to changes in community and product mix, as we delivered more homes from markets with stronger economies that featured higher household incomes, with customers who chose larger home sizes at higher selling prices and spent more on design options at our KB Home Studios.
|
•
|
Operating Loss.
Our homebuilding operating loss improved by $82.8 million to
$20.3 million
in 2012, compared to
$103.1 million
in 2011, reflecting higher housing gross profits, partly offset by higher selling, general and administrative expenses. The year-over-year improvement in 2012 also reflected a
$30.8 million
loss on loan guaranty recorded in 2011 related to our investment in a residential development joint venture located near Las Vegas, Nevada that underwent a bankruptcy reorganization in that year as discussed in Note 9. Investments in Unconsolidated Joint Ventures in the Notes to Consolidated Financial Statements in this report. As a percentage of homebuilding revenues, our operating loss was
1.3%
in 2012, compared to
7.9%
in 2011.
|
◦
|
Housing Gross Profits
. Housing gross profits increased by
$55.4 million
to
$230.9 million
in 2012 from
$175.5 million
in 2011. Our housing gross profit margin was
14.9%
in 2012 compared to
13.4%
in 2011. Our housing gross profits for 2012 reflected insurance recoveries of $26.5 million related to repair costs and costs to handle claims with respect to previously delivered homes, including homes affected by allegedly defective drywall manufactured in China, and favorable net warranty adjustments of $8.6 million that reflected trends in our overall warranty claims experience, which were partly offset by inventory impairment and land option contract abandonment charges of
$28.5
|
◦
|
Selling, General and Administrative Expenses.
Selling, general and administrative expenses totaled
$251.2 million
in 2012, up from
$247.9 million
in 2011. The year-over-year increase was primarily due to an $8.8 million charge recorded in 2012 as a result of an unfavorable court decision that is being appealed, as discussed in Note 14. Legal Matters in the Notes to Consolidated Financial Statements in this report, and costs associated with the year-over-year increase in the volume of homes delivered, partly offset by cost-saving initiatives. In addition, selling, general and administrative expenses for 2011 included the favorable impact of legal expense recoveries of $8.3 million. As a percentage of housing revenues, to which these expenses are most closely correlated, selling, general and administrative expenses improved to
16.2%
in 2012, compared to
19.0%
in 2011. The percentage improved in 2012 compared to 2011, primarily due to the
19%
year-over-year increase in housing revenues.
|
•
|
Net Loss
. We generated a net loss of
$59.0 million
, or
$.76
per diluted share, in 2012, compared to a net loss of
$178.8 million
, or
$2.32
per diluted share, in 2011. Our 2012 net loss included insurance recoveries and favorable net warranty adjustments, which were partly offset by inventory impairment and land option contract abandonment charges and the court decision charge, all as noted above. The net loss in 2012 also included an income tax benefit of
$20.1 million
, reflecting the resolution of federal and state tax audits. In 2011, our net loss included inventory impairment and land option contract abandonment charges of $25.8 million, and a joint venture impairment charge of $53.7 million and a loss on loan guaranty of
$30.8 million
, both related to our investment in the residential development joint venture located near Las Vegas, Nevada noted above. Our net loss for 2011 also included a gain of $19.8 million associated with the wind down of KBA Mortgage, which ceased offering mortgage banking services in late June 2011, legal expense recoveries of $8.3 million, a favorable warranty adjustment of $7.4 million, and an income tax benefit of
$2.4 million
.
|
•
|
Cash, Cash Equivalents and Restricted Cash
. Our cash, cash equivalents and restricted cash totaled
$567.1 million
at November 30, 2012, up from
$479.5 million
at November 30, 2011. Of our total cash, cash equivalents and restricted cash at November 30, 2012 and 2011,
$524.8 million
and
$415.1 million
, respectively, was unrestricted.
|
•
|
Inventories.
While we made substantial investments in land and land development in 2012, our inventory balance of
$1.71 billion
at November 30, 2012 was slightly lower than the
$1.73 billion
balance at November 30, 2011. This decrease reflected the higher number of homes delivered and the inventory impairment and land option contract abandonment charges of
$28.5 million
recorded in 2012. It also reflected that our land investments during 2012 resulted in our having 4,925 more lots controlled under land option contracts or other similar contracts, which required a lower upfront investment, at November 30, 2012 than we had at November 30, 2011. Overall, we had a higher percentage of lots controlled under land option contracts or other similar contracts at the end of the year— 27% in 2012 compared to 18% in 2011. We ended our 2012 fiscal year with a land inventory portfolio comprised of
44,752
lots owned or controlled, representing an increase of
11%
from the
40,170
lots owned or controlled at November 30, 2011.
|
•
|
Mortgages and Notes Payable
. Our debt balance at November 30, 2012 was
$1.72 billion
, up from
$1.58 billion
at November 30, 2011. Our debt balance at the end of our 2012 fiscal year reflected the issuance during the year of the $350 Million 8.00% Senior Notes and the $350 Million 7.50% Senior Notes, which was largely offset by the total purchase of $584.9 million in aggregate principal amount of certain of our senior notes due in 2014 and 2015 pursuant to the applicable tender offers noted above. Our ratio of debt to total capital was
82.1%
at November 30, 2012, compared to
78.2%
at November 30, 2011. Our ratio of net debt to total capital (a calculation that is described below under “Non-GAAP Financial Measures”) was
75.4%
at November 30, 2012 and
71.4%
at November 30, 2011.
|
•
|
Net Orders and Backlog
. Net orders from our homebuilding operations increased
1%
in 2012, despite an 18% year-over-year decrease in our community count at the end of the year. Compared to the prior year, net orders in 2012 increased
7%
and
9%
in our West Coast and Central homebuilding reporting segments, respectively, and decreased
27%
and
4%
in our Southwest and Southeast homebuilding reporting segments, respectively. The year-over-year decreases reflected our strategic repositioning from certain underperforming locations in the affected segments, and a significant downsizing of our business in Arizona and Charlotte, North Carolina in 2011 and into 2012. The value of the net orders we generated in 2012 increased
15%
to
$1.73 billion
from
$1.51 billion
in 2011, also reflecting the impact of our strategic repositioning initiatives. Three of our four homebuilding reporting segments generated year-over-year increases in net order value, with our West Coast homebuilding reporting segment up
23%
to
$859.3 million
, our Central homebuilding reporting segment up
16%
to
$484.6 million
, and our Southeast homebuilding reporting segment up
5%
to
$254.2 million
. The number of homes in our ending backlog rose
20%
year over year, primarily due to a higher number of homes in backlog at the
|
|
|
Years Ended November 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Net orders
|
|
6,703
|
|
|
6,632
|
|
||
Net order value
|
|
$
|
1,733,146
|
|
|
$
|
1,511,654
|
|
Cancellation rate
|
|
31
|
%
|
|
29
|
%
|
||
Ending backlog — homes
|
|
2,577
|
|
|
2,156
|
|
||
Ending backlog — value
|
|
$
|
618,626
|
|
|
$
|
458,950
|
|
Ending community count
|
|
191
|
|
|
234
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Housing
|
$
|
1,548,432
|
|
|
$
|
1,305,299
|
|
|
$
|
1,575,487
|
|
Land
|
—
|
|
|
263
|
|
|
6,276
|
|
|||
Total
|
1,548,432
|
|
|
1,305,562
|
|
|
1,581,763
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Construction and land costs
|
|
|
|
|
|
||||||
Housing
|
(1,317,529
|
)
|
|
(1,129,785
|
)
|
|
(1,301,677
|
)
|
|||
Land
|
—
|
|
|
(200
|
)
|
|
(6,611
|
)
|
|||
Total
|
(1,317,529
|
)
|
|
(1,129,985
|
)
|
|
(1,308,288
|
)
|
|||
Selling, general and administrative expenses
|
(251,159
|
)
|
|
(247,886
|
)
|
|
(289,520
|
)
|
|||
Loss on loan guaranty
|
—
|
|
|
(30,765
|
)
|
|
—
|
|
|||
Total
|
(1,568,688
|
)
|
|
(1,408,636
|
)
|
|
(1,597,808
|
)
|
|||
Operating loss
|
$
|
(20,256
|
)
|
|
$
|
(103,074
|
)
|
|
$
|
(16,045
|
)
|
Homes delivered
|
6,282
|
|
|
5,812
|
|
|
7,346
|
|
|||
Average selling price
|
$
|
246,500
|
|
|
$
|
224,600
|
|
|
$
|
214,500
|
|
Housing gross profit margin as a percentage of housing revenues
|
14.9
|
%
|
|
13.4
|
%
|
|
17.4
|
%
|
|||
Selling, general and administrative expenses as a percentage of housing revenues
|
16.2
|
%
|
|
19.0
|
%
|
|
18.4
|
%
|
|||
Operating loss as a percentage of homebuilding revenues
|
(1.3
|
)%
|
|
(7.9
|
)%
|
|
(1.0
|
)%
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Housing revenues
|
$
|
1,548,432
|
|
|
$
|
1,305,299
|
|
|
$
|
1,575,487
|
|
Housing construction and land costs
|
(1,317,529
|
)
|
|
(1,129,785
|
)
|
|
(1,301,677
|
)
|
|||
Housing gross profits
|
230,903
|
|
|
175,514
|
|
|
273,810
|
|
|||
Add: Inventory impairment and land option contract abandonment charges
|
28,533
|
|
|
25,740
|
|
|
19,577
|
|
|||
Housing gross profits, excluding inventory impairment and land option contract abandonment charges
|
$
|
259,436
|
|
|
$
|
201,254
|
|
|
$
|
293,387
|
|
Housing gross profit margin as a percentage of housing revenues
|
14.9
|
%
|
|
13.4
|
%
|
|
17.4
|
%
|
|||
Housing gross profit margin, excluding inventory impairment and land option contract abandonment charges, as a percentage of housing revenues
|
16.8
|
%
|
|
15.4
|
%
|
|
18.6
|
%
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Mortgages and notes payable
|
$
|
1,722,815
|
|
|
$
|
1,583,571
|
|
Stockholders’ equity
|
376,806
|
|
|
442,657
|
|
||
Total capital
|
$
|
2,099,621
|
|
|
$
|
2,026,228
|
|
Ratio of debt to total capital
|
82.1
|
%
|
|
78.2
|
%
|
||
|
|
|
|
||||
Mortgages and notes payable
|
$
|
1,722,815
|
|
|
$
|
1,583,571
|
|
Less: Cash and cash equivalents and restricted cash
|
(567,127
|
)
|
|
(479,531
|
)
|
||
Net debt
|
1,155,688
|
|
|
1,104,040
|
|
||
Stockholders’ equity
|
376,806
|
|
|
442,657
|
|
||
Total capital
|
$
|
1,532,494
|
|
|
$
|
1,546,697
|
|
Ratio of net debt to total capital
|
75.4
|
%
|
|
71.4
|
%
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs 2011
|
|
2011 vs 2010
|
||||||||
West Coast:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
755,259
|
|
|
$
|
589,387
|
|
|
$
|
700,645
|
|
|
28
|
%
|
|
(16
|
)%
|
Construction and land costs
|
(658,586
|
)
|
|
(488,883
|
)
|
|
(545,983
|
)
|
|
(35
|
)
|
|
10
|
|
|||
Selling, general and administrative expenses
|
(74,386
|
)
|
|
(56,616
|
)
|
|
(64,459
|
)
|
|
(31
|
)
|
|
12
|
|
|||
Operating income
|
22,287
|
|
|
43,888
|
|
|
90,203
|
|
|
(49
|
)
|
|
(51
|
)
|
|||
Other, net
|
(32,754
|
)
|
|
(24,249
|
)
|
|
(29,953
|
)
|
|
(35
|
)
|
|
19
|
|
|||
Pretax income (loss)
|
$
|
(10,467
|
)
|
|
$
|
19,639
|
|
|
$
|
60,250
|
|
|
(153
|
)%
|
|
(67
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southwest:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
132,438
|
|
|
$
|
139,872
|
|
|
$
|
187,736
|
|
|
(5
|
)%
|
|
(25
|
)%
|
Construction and land costs
|
(106,382
|
)
|
|
(129,468
|
)
|
|
(141,883
|
)
|
|
18
|
|
|
9
|
|
|||
Selling, general and administrative expenses
|
(17,989
|
)
|
|
(29,402
|
)
|
|
(45,463
|
)
|
|
39
|
|
|
35
|
|
|||
Loss on loan guaranty
|
—
|
|
|
(30,765
|
)
|
|
—
|
|
|
100
|
|
|
(100
|
)
|
|||
Operating income (loss)
|
8,067
|
|
|
(49,763
|
)
|
|
390
|
|
|
116
|
|
|
(12,860
|
)
|
|||
Other, net
|
(18,261
|
)
|
|
(58,502
|
)
|
|
(16,192
|
)
|
|
69
|
|
|
(261
|
)
|
|||
Pretax loss
|
$
|
(10,194
|
)
|
|
$
|
(108,265
|
)
|
|
$
|
(15,802
|
)
|
|
91
|
%
|
|
(585
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Central:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
436,407
|
|
|
$
|
369,705
|
|
|
$
|
436,404
|
|
|
18
|
%
|
|
(15
|
)%
|
Construction and land costs
|
(371,875
|
)
|
|
(316,408
|
)
|
|
(364,736
|
)
|
|
(18
|
)
|
|
13
|
|
|||
Selling, general and administrative expenses
|
(56,579
|
)
|
|
(59,709
|
)
|
|
(62,550
|
)
|
|
5
|
|
|
5
|
|
|||
Operating income (loss)
|
7,953
|
|
|
(6,412
|
)
|
|
9,118
|
|
|
224
|
|
|
(170
|
)
|
|||
Other, net
|
(6,504
|
)
|
|
(6,512
|
)
|
|
(10,890
|
)
|
|
—
|
|
|
40
|
|
|||
Pretax income (loss)
|
$
|
1,449
|
|
|
$
|
(12,924
|
)
|
|
$
|
(1,772
|
)
|
|
111
|
%
|
|
(629
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southeast:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
224,328
|
|
|
$
|
206,598
|
|
|
$
|
256,978
|
|
|
9
|
%
|
|
(20
|
)%
|
Construction and land costs
|
(177,502
|
)
|
|
(189,221
|
)
|
|
(245,416
|
)
|
|
6
|
|
|
23
|
|
|||
Selling, general and administrative expenses
|
(34,694
|
)
|
|
(39,347
|
)
|
|
(36,055
|
)
|
|
12
|
|
|
(9
|
)
|
|||
Operating income (loss)
|
12,132
|
|
|
(21,970
|
)
|
|
(24,493
|
)
|
|
155
|
|
|
10
|
|
|||
Other, net
|
(13,315
|
)
|
|
(16,013
|
)
|
|
(18,308
|
)
|
|
17
|
|
|
13
|
|
|||
Pretax loss
|
$
|
(1,183
|
)
|
|
$
|
(37,983
|
)
|
|
$
|
(42,801
|
)
|
|
97
|
%
|
|
11
|
%
|
Years Ended November 30,
|
|
Housing
Revenues
|
|
Percentage of
Total
Housing
Revenues
|
|
Homes
Delivered
|
|
Percentage of
Total
Homes
Delivered
|
|
Average
Selling Price
|
|||||||
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Coast
|
|
$
|
755,259
|
|
|
49
|
%
|
|
1,945
|
|
|
31
|
%
|
|
$
|
388,300
|
|
Southwest
|
|
132,438
|
|
|
9
|
|
|
683
|
|
|
11
|
|
|
193,900
|
|
||
Central
|
|
436,407
|
|
|
28
|
|
|
2,566
|
|
|
41
|
|
|
170,100
|
|
||
Southeast
|
|
224,328
|
|
|
14
|
|
|
1,088
|
|
|
17
|
|
|
206,200
|
|
||
Total
|
|
$
|
1,548,432
|
|
|
100
|
%
|
|
6,282
|
|
|
100
|
%
|
|
$
|
246,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Coast
|
|
$
|
589,387
|
|
|
45
|
%
|
|
1,757
|
|
|
30
|
%
|
|
$
|
335,500
|
|
Southwest
|
|
139,762
|
|
|
11
|
|
|
843
|
|
|
15
|
|
|
165,800
|
|
||
Central
|
|
369,552
|
|
|
28
|
|
|
2,155
|
|
|
37
|
|
|
171,500
|
|
||
Southeast
|
|
206,598
|
|
|
16
|
|
|
1,057
|
|
|
18
|
|
|
195,500
|
|
||
Total
|
|
$
|
1,305,299
|
|
|
100
|
%
|
|
5,812
|
|
|
100
|
%
|
|
$
|
224,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2010
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Coast
|
|
$
|
700,645
|
|
|
44
|
%
|
|
2,023
|
|
|
27
|
%
|
|
$
|
346,300
|
|
Southwest
|
|
181,917
|
|
|
12
|
|
|
1,150
|
|
|
16
|
|
|
158,200
|
|
||
Central
|
|
435,947
|
|
|
28
|
|
|
2,663
|
|
|
36
|
|
|
163,700
|
|
||
Southeast
|
|
256,978
|
|
|
16
|
|
|
1,510
|
|
|
21
|
|
|
170,200
|
|
||
Total
|
|
$
|
1,575,487
|
|
|
100
|
%
|
|
7,346
|
|
|
100
|
%
|
|
$
|
214,500
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
$
|
11,683
|
|
|
$
|
10,304
|
|
|
$
|
8,233
|
|
Expenses
|
(2,991
|
)
|
|
(3,512
|
)
|
|
(3,119
|
)
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
2,191
|
|
|
19,286
|
|
|
7,029
|
|
|||
Pretax income
|
$
|
10,883
|
|
|
$
|
26,078
|
|
|
$
|
12,143
|
|
|
|
|
|
|
|
||||||
Total originations (a):
|
|
|
|
|
|
||||||
Loans
|
—
|
|
|
1,633
|
|
|
5,706
|
|
|||
Principal
|
$
|
—
|
|
|
$
|
315,899
|
|
|
$
|
1,092,508
|
|
Percentage of homebuyers using KBA Mortgage
|
—
|
|
|
67
|
%
|
|
82
|
%
|
|||
Mortgage loans sold to third parties (a):
|
|
|
|
|
|
||||||
Loans
|
—
|
|
|
1,862
|
|
|
5,850
|
|
|||
Principal
|
$
|
—
|
|
|
$
|
370,599
|
|
|
$
|
1,092,739
|
|
(a)
|
Loan originations and sales occurred within KBA Mortgage, which ceased offering mortgage banking services after June 30, 2011.
|
|
November 30,
|
|
Variance
|
|||||||||||
|
2012
|
|
2011
|
|
Lots/$
|
|
%
|
|||||||
Number of lots owned or controlled under land option contracts or other similar contracts
|
44,752
|
|
|
40,170
|
|
|
4,582
|
|
|
11
|
%
|
|||
Carrying value of inventory owned or controlled under land option contracts or other similar contracts
|
$
|
1,706,571
|
|
|
$
|
1,731,629
|
|
|
$
|
(25,058
|
)
|
|
(1
|
)%
|
|
November 30,
|
|
Variance
|
||||||||
|
2012
|
|
2011
|
|
$
|
||||||
Mortgages and land contracts due to land sellers and other loans (6% to 7% at November 30, 2012 and 2011)
|
$
|
52,311
|
|
|
$
|
24,984
|
|
|
$
|
27,327
|
|
Senior notes due February 1, 2014 at 5 3/4%
|
75,911
|
|
|
249,647
|
|
|
(173,736
|
)
|
|||
Senior notes due January 15, 2015 at 5 7/8%
|
101,999
|
|
|
299,273
|
|
|
(197,274
|
)
|
|||
Senior notes due June 15, 2015 at 6 1/4%
|
236,826
|
|
|
449,795
|
|
|
(212,969
|
)
|
|||
Senior notes due September 15, 2017 at 9.10%
|
261,430
|
|
|
260,865
|
|
|
565
|
|
|||
Senior notes due June 15, 2018 at 7 1/4%
|
299,129
|
|
|
299,007
|
|
|
122
|
|
|||
Senior notes due March 15, 2020 at 8.00%
|
345,209
|
|
|
—
|
|
|
345,209
|
|
|||
Senior notes due September 15, 2022 at 7.50%
|
350,000
|
|
|
—
|
|
|
350,000
|
|
|||
Total
|
$
|
1,722,815
|
|
|
$
|
1,583,571
|
|
|
$
|
139,244
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
34,617
|
|
|
$
|
(347,545
|
)
|
|
$
|
(133,964
|
)
|
Investing activities
|
(760
|
)
|
|
13,098
|
|
|
(16,089
|
)
|
|||
Financing activities
|
73,757
|
|
|
(155,909
|
)
|
|
(119,478
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
107,614
|
|
|
$
|
(490,356
|
)
|
|
$
|
(269,531
|
)
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||||||||
|
Cash
Deposits
|
|
Aggregate Purchase Price
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
||||||||
Unconsolidated VIEs
|
$
|
8,463
|
|
|
$
|
327,196
|
|
|
$
|
8,097
|
|
|
$
|
122,125
|
|
Other land option contracts and other similar contracts
|
17,219
|
|
|
298,139
|
|
|
12,830
|
|
|
222,940
|
|
||||
|
$
|
25,682
|
|
|
$
|
625,335
|
|
|
$
|
20,927
|
|
|
$
|
345,065
|
|
|
Payments due by Period
|
||||||||||||||||||
|
Total
|
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
Thereafter
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
1,722.8
|
|
|
$
|
37.9
|
|
|
$
|
429.2
|
|
|
$
|
261.4
|
|
|
$
|
994.3
|
|
Interest
|
751.6
|
|
|
125.3
|
|
|
230.5
|
|
|
195.2
|
|
|
200.6
|
|
|||||
Operating lease obligations
|
14.3
|
|
|
5.9
|
|
|
8.1
|
|
|
.3
|
|
|
—
|
|
|||||
Inventory-related obligations (a)
|
11.7
|
|
|
1.8
|
|
|
3.8
|
|
|
1.4
|
|
|
4.7
|
|
|||||
Total (b)
|
$
|
2,500.4
|
|
|
$
|
170.9
|
|
|
$
|
671.6
|
|
|
$
|
458.3
|
|
|
$
|
1,199.6
|
|
(a)
|
Represents liabilities related to inventory not owned and liabilities for fixed or determinable amounts associated with debt of a tax increment financing entity (“TIFE”). As homes are delivered, the obligation to pay the remaining TIFE assessments associated with each lot is transferred to the homebuyer. As such, the TIFE debt will be paid by us only to the extent we do not deliver the applicable homes before the debt matures.
|
(b)
|
Total contractual obligations exclude our accrual for uncertain tax positions recorded for financial reporting purposes as of November 30, 2012 because we are unable to make a reasonable estimate of cash settlements with the respective taxing authorities for all periods presented. We anticipate these potential cash settlement requirements for 2013 to range from $.2 million to $1.1 million.
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Inventory impairments:
|
|
|
|
|
|
||||||
Number of communities or land parcels evaluated for recoverability (a)
|
135
|
|
|
138
|
|
|
118
|
|
|||
Number of communities or land parcels impaired (b)
|
14
|
|
|
12
|
|
|
8
|
|
|||
|
|
|
|
|
|
||||||
Pre-impairment carrying value of communities or land parcels impaired
|
$
|
67,958
|
|
|
$
|
56,752
|
|
|
$
|
21,385
|
|
Inventory impairment charges (b)
|
(28,107
|
)
|
|
(22,730
|
)
|
|
(9,815
|
)
|
|||
Post-impairment fair value
|
$
|
39,851
|
|
|
$
|
34,022
|
|
|
$
|
11,570
|
|
|
|
|
|
|
|
||||||
Land option contract abandonment charges:
|
|
|
|
|
|
||||||
Number of lots abandoned
|
446
|
|
|
830
|
|
|
1,007
|
|
|||
Land option contract abandonment charges
|
$
|
426
|
|
|
$
|
3,061
|
|
|
$
|
10,110
|
|
(a)
|
As impairment indicators are assessed on a quarterly basis, some of the communities or land parcels evaluated during the years ended
November 30, 2012
,
2011
and
2010
were evaluated in more than one quarterly period.
|
(b)
|
The inventory impairment charges we recorded during
2012
,
2011
and
2010
reflected challenging economic and housing market conditions in certain of our served markets. In addition, the inventory impairment charges in 2012 were partly due to changes to our operational or selling strategy for certain communities in an effort to accelerate our return on investment. The inventory impairment charges in 2011 also included an $18.1 million adjustment to the fair value of real estate collateral in our Southwest homebuilding reporting segment that we took back on a note receivable. In some cases, we have recognized impairment charges for particular communities or land parcels in multiple years.
|
|
0-2 years
|
|
3-5 years
|
|
6-10 years
|
|
Greater than
10 years
|
|
Total
|
||||||||||
Inventories as of November 30, 2012
|
$
|
731.5
|
|
|
$
|
357.6
|
|
|
$
|
453.1
|
|
|
$
|
164.4
|
|
|
$
|
1,706.6
|
|
Level 1
|
Fair value determined based on quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.
|
Level 3
|
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
As of November 30, 2012 for the Years Ended November 30,
|
|
Fair Value at
November 30,
2012
|
||||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
—
|
|
|
$
|
75,911
|
|
|
$
|
338,825
|
|
|
$
|
—
|
|
|
$
|
261,430
|
|
|
$
|
994,338
|
|
|
$
|
1,670,504
|
|
|
$
|
1,831,596
|
|
Weighted Average Interest Rate
|
—
|
%
|
|
5.8
|
%
|
|
6.1
|
%
|
|
—
|
%
|
|
9.1
|
%
|
|
7.6
|
%
|
|
7.5
|
%
|
|
|
|
As of November 30, 2011 for the Years Ended November 30,
|
|
Fair Value at
November 30,
2011
|
||||||||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,647
|
|
|
$
|
749,068
|
|
|
$
|
—
|
|
|
$
|
559,872
|
|
|
$
|
1,558,587
|
|
|
$
|
1,391,269
|
|
Weighted Average Interest Rate
|
—
|
%
|
|
—
|
%
|
|
5.8
|
%
|
|
6.1
|
%
|
|
—
|
%
|
|
8.1
|
%
|
|
6.8
|
%
|
|
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
Number
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Total revenues
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
$
|
1,589,996
|
|
Homebuilding:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,548,432
|
|
|
$
|
1,305,562
|
|
|
$
|
1,581,763
|
|
Construction and land costs
|
(1,317,529
|
)
|
|
(1,129,985
|
)
|
|
(1,308,288
|
)
|
|||
Selling, general and administrative expenses
|
(251,159
|
)
|
|
(247,886
|
)
|
|
(289,520
|
)
|
|||
Loss on loan guaranty
|
—
|
|
|
(30,765
|
)
|
|
—
|
|
|||
Operating loss
|
(20,256
|
)
|
|
(103,074
|
)
|
|
(16,045
|
)
|
|||
Interest income
|
518
|
|
|
871
|
|
|
2,098
|
|
|||
Interest expense
|
(69,804
|
)
|
|
(49,204
|
)
|
|
(68,307
|
)
|
|||
Equity in loss of unconsolidated joint ventures
|
(394
|
)
|
|
(55,839
|
)
|
|
(6,257
|
)
|
|||
Homebuilding pretax loss
|
(89,936
|
)
|
|
(207,246
|
)
|
|
(88,511
|
)
|
|||
Financial services:
|
|
|
|
|
|
||||||
Revenues
|
11,683
|
|
|
10,304
|
|
|
8,233
|
|
|||
Expenses
|
(2,991
|
)
|
|
(3,512
|
)
|
|
(3,119
|
)
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
2,191
|
|
|
19,286
|
|
|
7,029
|
|
|||
Financial services pretax income
|
10,883
|
|
|
26,078
|
|
|
12,143
|
|
|||
Total pretax loss
|
(79,053
|
)
|
|
(181,168
|
)
|
|
(76,368
|
)
|
|||
Income tax benefit
|
20,100
|
|
|
2,400
|
|
|
7,000
|
|
|||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
$
|
(69,368
|
)
|
Basic and diluted loss per share
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
Basic and diluted average shares outstanding
|
77,106
|
|
|
77,043
|
|
|
76,889
|
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Homebuilding:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
524,765
|
|
|
$
|
415,050
|
|
Restricted cash
|
42,362
|
|
|
64,481
|
|
||
Receivables
|
64,821
|
|
|
66,179
|
|
||
Inventories
|
1,706,571
|
|
|
1,731,629
|
|
||
Investments in unconsolidated joint ventures
|
123,674
|
|
|
127,926
|
|
||
Other assets
|
95,050
|
|
|
75,104
|
|
||
|
2,557,243
|
|
|
2,480,369
|
|
||
Financial services
|
4,455
|
|
|
32,173
|
|
||
Total assets
|
$
|
2,561,698
|
|
|
$
|
2,512,542
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Homebuilding:
|
|
|
|
||||
Accounts payable
|
$
|
118,544
|
|
|
$
|
104,414
|
|
Accrued expenses and other liabilities
|
340,345
|
|
|
374,406
|
|
||
Mortgages and notes payable
|
1,722,815
|
|
|
1,583,571
|
|
||
|
2,181,704
|
|
|
2,062,391
|
|
||
Financial services
|
3,188
|
|
|
7,494
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock — $1.00 par value; authorized, 10,000,000 shares; none issued
|
—
|
|
|
—
|
|
||
Common stock — $1.00 par value; authorized, 290,000,000 shares at November 30, 2012 and 2011; 115,178,187 and 115,170,693 shares issued at November 30, 2012 and 2011, respectively
|
115,178
|
|
|
115,171
|
|
||
Paid-in capital
|
888,579
|
|
|
884,190
|
|
||
Retained earnings
|
450,292
|
|
|
519,844
|
|
||
Accumulated other comprehensive loss
|
(27,958
|
)
|
|
(26,152
|
)
|
||
Grantor stock ownership trust, at cost: 10,615,934 and 10,884,151 shares at November 30, 2012 and 2011, respectively
|
(115,149
|
)
|
|
(118,059
|
)
|
||
Treasury stock, at cost: 27,340,468 and 27,214,174 shares at November 30, 2012 and 2011, respectively
|
(934,136
|
)
|
|
(932,337
|
)
|
||
Total stockholders’ equity
|
376,806
|
|
|
442,657
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,561,698
|
|
|
$
|
2,512,542
|
|
|
Years Ended November 30, 2012, 2011, and 2010
|
|||||||||||||||||||||||||||||||||||
|
Number of Shares
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Grantor
Stock
Ownership
Trust
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||||||
Common
Stock
|
|
Grantor
Stock
Ownership
Trust
|
|
Treasury
Stock
|
|
|||||||||||||||||||||||||||||||
Balance at November 30, 2009
|
115,120
|
|
|
(11,229
|
)
|
|
(27,047
|
)
|
|
$
|
115,120
|
|
|
$
|
860,772
|
|
|
$
|
806,443
|
|
|
$
|
(22,244
|
)
|
|
$
|
(122,017
|
)
|
|
$
|
(930,850
|
)
|
|
$
|
707,224
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,368
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,368
|
)
|
|||||||
Postretirement benefits adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(413
|
)
|
|
—
|
|
|
—
|
|
|
(413
|
)
|
|||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,781
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,223
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,223
|
)
|
|||||||
Employee stock options and other
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
2,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,103
|
|
|||||||
Restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,297
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,777
|
|
|||||||
Cash-settled stock appreciation rights exchange
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,348
|
|
|||||||
Grantor stock ownership trust
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
—
|
|
|
1,268
|
|
|
—
|
|
|
1,483
|
|
|||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(693
|
)
|
|
(350
|
)
|
|||||||
Balance at November 30, 2010
|
115,149
|
|
|
(11,083
|
)
|
|
(27,095
|
)
|
|
115,149
|
|
|
873,519
|
|
|
717,852
|
|
|
(22,657
|
)
|
|
(120,442
|
)
|
|
(931,543
|
)
|
|
631,878
|
|
|||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,768
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,768
|
)
|
|||||||
Postretirement benefits adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,495
|
)
|
|
—
|
|
|
—
|
|
|
(3,495
|
)
|
|||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182,263
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,240
|
)
|
|||||||
Employee stock options and other
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
2,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,432
|
|
|||||||
Restricted stock amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,154
|
|
|||||||
Forfeited restricted stock
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(794
|
)
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,900
|
|
|||||||
Grantor stock ownership trust
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
(587
|
)
|
|
—
|
|
|
—
|
|
|
2,383
|
|
|
—
|
|
|
1,796
|
|
|||||||
Balance at November 30, 2011
|
115,171
|
|
|
(10,884
|
)
|
|
(27,214
|
)
|
|
115,171
|
|
|
884,190
|
|
|
519,844
|
|
|
(26,152
|
)
|
|
(118,059
|
)
|
|
(932,337
|
)
|
|
442,657
|
|
|||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,953
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,953
|
)
|
|||||||
Postretirement benefits adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,759
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,599
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,599
|
)
|
|||||||
Employee stock options and other
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||||
Restricted stock awards
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
(2,253
|
)
|
|
—
|
|
|
—
|
|
|
2,253
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,708
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,708
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
|||||||
Grantor stock ownership trust
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
|
—
|
|
|
—
|
|
|
657
|
|
|
—
|
|
|
489
|
|
|||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,799
|
)
|
|
(1,799
|
)
|
|||||||
Balance at November 30, 2012
|
115,178
|
|
|
(10,616
|
)
|
|
(27,340
|
)
|
|
$
|
115,178
|
|
|
$
|
888,579
|
|
|
$
|
450,292
|
|
|
$
|
(27,958
|
)
|
|
$
|
(115,149
|
)
|
|
$
|
(934,136
|
)
|
|
$
|
376,806
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
$
|
(69,368
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Equity in (income) loss/(gain) on wind down of unconsolidated joint ventures
|
(1,797
|
)
|
|
36,553
|
|
|
(772
|
)
|
|||
Distributions of earnings from unconsolidated joint ventures
|
3,316
|
|
|
8,703
|
|
|
20,410
|
|
|||
Loss on loan guaranty
|
—
|
|
|
30,765
|
|
|
—
|
|
|||
Gain on sale of operating property
|
—
|
|
|
(8,825
|
)
|
|
—
|
|
|||
Amortization of discounts and issuance costs
|
3,016
|
|
|
2,150
|
|
|
2,149
|
|
|||
Depreciation and amortization
|
1,622
|
|
|
2,031
|
|
|
3,289
|
|
|||
Provision for deferred income taxes
|
1,152
|
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on early extinguishment of debt/loss on voluntary termination of revolving credit facility
|
10,278
|
|
|
(3,612
|
)
|
|
1,802
|
|
|||
Tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(583
|
)
|
|||
Stock-based compensation
|
6,713
|
|
|
8,054
|
|
|
8,074
|
|
|||
Inventory impairments and land option contract abandonments
|
28,533
|
|
|
25,791
|
|
|
19,925
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
24,994
|
|
|
(2,220
|
)
|
|
211,318
|
|
|||
Inventories
|
30,347
|
|
|
(12,345
|
)
|
|
(129,334
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
(2,143
|
)
|
|
(253,547
|
)
|
|
(199,205
|
)
|
|||
Other, net
|
(12,461
|
)
|
|
(2,275
|
)
|
|
(1,669
|
)
|
|||
Net cash provided by (used in) operating activities
|
34,617
|
|
|
(347,545
|
)
|
|
(133,964
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
989
|
|
|
(67,260
|
)
|
|
(15,669
|
)
|
|||
Proceeds from sale of operating property
|
—
|
|
|
80,600
|
|
|
—
|
|
|||
Purchases of property and equipment, net
|
(1,749
|
)
|
|
(242
|
)
|
|
(420
|
)
|
|||
Net cash provided by (used in) investing activities
|
(760
|
)
|
|
13,098
|
|
|
(16,089
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Change in restricted cash
|
22,119
|
|
|
50,996
|
|
|
(1,185
|
)
|
|||
Proceeds from issuance of senior notes
|
694,831
|
|
|
—
|
|
|
—
|
|
|||
Payment of senior notes issuance costs
|
(12,445
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of senior notes
|
(592,645
|
)
|
|
(100,000
|
)
|
|
—
|
|
|||
Payments on mortgages and land contracts due to land sellers and other loans
|
(26,298
|
)
|
|
(89,461
|
)
|
|
(101,154
|
)
|
|||
Issuance of common stock under employee stock plans
|
593
|
|
|
1,796
|
|
|
1,851
|
|
|||
Excess tax benefit associated with exercise of stock options
|
—
|
|
|
—
|
|
|
583
|
|
|||
Payments of cash dividends
|
(10,599
|
)
|
|
(19,240
|
)
|
|
(19,223
|
)
|
|||
Stock repurchases
|
(1,799
|
)
|
|
—
|
|
|
(350
|
)
|
|||
Net cash provided by (used in) financing activities
|
73,757
|
|
|
(155,909
|
)
|
|
(119,478
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
107,614
|
|
|
(490,356
|
)
|
|
(269,531
|
)
|
|||
Cash and cash equivalents at beginning of year
|
418,074
|
|
|
908,430
|
|
|
1,177,961
|
|
|||
Cash and cash equivalents at end of year
|
$
|
525,688
|
|
|
$
|
418,074
|
|
|
$
|
908,430
|
|
Note 1.
|
Summary of Significant Accounting Policies
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
$
|
(69,368
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Basic and diluted average shares outstanding
|
77,106
|
|
|
77,043
|
|
|
76,889
|
|
|||
Basic and diluted loss per share
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
Note 2.
|
Segment Information
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
||||||
West Coast
|
$
|
755,259
|
|
|
$
|
589,387
|
|
|
$
|
700,645
|
|
Southwest
|
132,438
|
|
|
139,872
|
|
|
187,736
|
|
|||
Central
|
436,407
|
|
|
369,705
|
|
|
436,404
|
|
|||
Southeast
|
224,328
|
|
|
206,598
|
|
|
256,978
|
|
|||
Total homebuilding revenues
|
1,548,432
|
|
|
1,305,562
|
|
|
1,581,763
|
|
|||
Financial services
|
11,683
|
|
|
10,304
|
|
|
8,233
|
|
|||
Total
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
$
|
1,589,996
|
|
|
|
|
|
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Pretax income (loss):
|
|
|
|
|
|
||||||
West Coast
|
$
|
(10,467
|
)
|
|
$
|
19,639
|
|
|
$
|
60,250
|
|
Southwest
|
(10,194
|
)
|
|
(108,265
|
)
|
|
(15,802
|
)
|
|||
Central
|
1,449
|
|
|
(12,924
|
)
|
|
(1,772
|
)
|
|||
Southeast
|
(1,183
|
)
|
|
(37,983
|
)
|
|
(42,801
|
)
|
|||
Corporate and other (a)
|
(69,541
|
)
|
|
(67,713
|
)
|
|
(88,386
|
)
|
|||
Total homebuilding pretax loss
|
(89,936
|
)
|
|
(207,246
|
)
|
|
(88,511
|
)
|
|||
Financial services
|
10,883
|
|
|
26,078
|
|
|
12,143
|
|
|||
Total
|
$
|
(79,053
|
)
|
|
$
|
(181,168
|
)
|
|
$
|
(76,368
|
)
|
|
|
|
|
|
|
||||||
Equity in income (loss) of unconsolidated joint ventures:
|
|
|
|
|
|
||||||
West Coast
|
$
|
(174
|
)
|
|
$
|
68
|
|
|
$
|
1,476
|
|
Southwest
|
(811
|
)
|
|
(55,902
|
)
|
|
(8,631
|
)
|
|||
Central
|
—
|
|
|
—
|
|
|
—
|
|
|||
Southeast
|
591
|
|
|
(5
|
)
|
|
898
|
|
|||
Total
|
$
|
(394
|
)
|
|
$
|
(55,839
|
)
|
|
$
|
(6,257
|
)
|
|
|
|
|
|
|
||||||
Inventory impairments:
|
|
|
|
|
|
||||||
West Coast
|
$
|
19,235
|
|
|
$
|
2,598
|
|
|
$
|
3,828
|
|
Southwest
|
2,135
|
|
|
18,715
|
|
|
962
|
|
|||
Central
|
1,267
|
|
|
51
|
|
|
348
|
|
|||
Southeast
|
5,470
|
|
|
1,366
|
|
|
4,677
|
|
|||
Total
|
$
|
28,107
|
|
|
$
|
22,730
|
|
|
$
|
9,815
|
|
|
|
|
|
|
|
||||||
Land option contract abandonments:
|
|
|
|
|
|
||||||
West Coast
|
$
|
—
|
|
|
$
|
704
|
|
|
$
|
797
|
|
Southwest
|
—
|
|
|
296
|
|
|
—
|
|
|||
Central
|
133
|
|
|
1,310
|
|
|
6,511
|
|
|||
Southeast
|
293
|
|
|
751
|
|
|
2,802
|
|
|||
Total
|
$
|
426
|
|
|
$
|
3,061
|
|
|
$
|
10,110
|
|
|
|
|
|
|
|
||||||
Joint venture impairments:
|
|
|
|
|
|
||||||
West Coast
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Southwest
|
—
|
|
|
53,727
|
|
|
—
|
|
|||
Central
|
—
|
|
|
—
|
|
|
—
|
|
|||
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
—
|
|
|
$
|
53,727
|
|
|
$
|
—
|
|
(a)
|
Corporate and other includes corporate general and administrative expenses.
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Assets:
|
|
|
|
||||
West Coast
|
$
|
930,450
|
|
|
$
|
995,888
|
|
Southwest
|
319,863
|
|
|
338,586
|
|
||
Central
|
369,294
|
|
|
336,553
|
|
||
Southeast
|
341,460
|
|
|
317,308
|
|
||
Corporate and other
|
596,176
|
|
|
492,034
|
|
||
Total homebuilding assets
|
2,557,243
|
|
|
2,480,369
|
|
||
Financial services
|
4,455
|
|
|
32,173
|
|
||
Total assets
|
$
|
2,561,698
|
|
|
$
|
2,512,542
|
|
|
|
|
|
||||
Investments in unconsolidated joint ventures:
|
|
|
|
||||
West Coast
|
$
|
38,372
|
|
|
$
|
38,405
|
|
Southwest
|
75,920
|
|
|
80,194
|
|
||
Central
|
—
|
|
|
—
|
|
||
Southeast
|
9,382
|
|
|
9,327
|
|
||
Total
|
$
|
123,674
|
|
|
$
|
127,926
|
|
Note 3.
|
Financial Services
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
|
|
|
||||||
Insurance commissions
|
$
|
7,140
|
|
|
$
|
7,188
|
|
|
$
|
7,235
|
|
Title services
|
2,362
|
|
|
1,983
|
|
|
992
|
|
|||
Marketing services fees
|
2,175
|
|
|
1,125
|
|
|
—
|
|
|||
Interest income
|
6
|
|
|
8
|
|
|
6
|
|
|||
Total
|
11,683
|
|
|
10,304
|
|
|
8,233
|
|
|||
Expenses
|
|
|
|
|
|
||||||
General and administrative
|
(2,991
|
)
|
|
(3,512
|
)
|
|
(3,119
|
)
|
|||
Operating income
|
8,692
|
|
|
6,792
|
|
|
5,114
|
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
2,191
|
|
|
19,286
|
|
|
7,029
|
|
|||
Pretax income
|
$
|
10,883
|
|
|
$
|
26,078
|
|
|
$
|
12,143
|
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
923
|
|
|
$
|
3,024
|
|
Receivables
|
1,859
|
|
|
25,495
|
|
||
Investment in unconsolidated joint venture
|
1,630
|
|
|
3,639
|
|
||
Other assets
|
43
|
|
|
15
|
|
||
Total assets
|
$
|
4,455
|
|
|
$
|
32,173
|
|
Liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
3,188
|
|
|
$
|
7,494
|
|
Total liabilities
|
$
|
3,188
|
|
|
$
|
7,494
|
|
Note 4.
|
Receivables
|
Note 5.
|
Inventories
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Homes under construction
|
$
|
454,108
|
|
|
$
|
417,304
|
|
Land under development
|
567,470
|
|
|
572,660
|
|
||
Land held for future development
|
684,993
|
|
|
741,665
|
|
||
Total
|
$
|
1,706,571
|
|
|
$
|
1,731,629
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Capitalized interest at beginning of year
|
$
|
233,461
|
|
|
$
|
249,966
|
|
|
$
|
291,279
|
|
Capitalized interest related to consolidation of previously unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
9,914
|
|
|||
Interest incurred (a)
|
132,657
|
|
|
112,037
|
|
|
122,230
|
|
|||
Interest expensed (a)
|
(69,804
|
)
|
|
(49,204
|
)
|
|
(68,307
|
)
|
|||
Interest amortized to construction and land costs
|
(78,630
|
)
|
|
(79,338
|
)
|
|
(105,150
|
)
|
|||
Capitalized interest at end of year (b)
|
$
|
217,684
|
|
|
$
|
233,461
|
|
|
$
|
249,966
|
|
(a)
|
Amounts for the year ended
November 30, 2012
include a
$10.3 million
loss on the early extinguishment of debt. Amounts for the year ended
November 30, 2011
include a
$3.6 million
gain on the early extinguishment of secured debt. Amounts for the year ended
November 30, 2010
include a total of
$1.8 million
of debt issuance costs written off in connection with our voluntary reduction of the aggregate commitment under the Credit Facility from
$650.0 million
to
$200.0 million
and the voluntary termination of the Credit Facility effective March 31, 2010.
|
(b)
|
Inventory impairment charges are recognized against all inventory costs of a community, such as land acquisition, land development, cost of home construction and capitalized interest. Capitalized interest amounts presented in the table reflect the gross amount of capitalized interest as impairment charges recognized are not generally allocated to specific components of inventory.
|
Note 6.
|
Inventory Impairments and Land Option Contract Abandonments
|
|
|
Years Ended November 30,
|
||||
Unobservable Input (a)
|
|
2012
|
|
2011
|
|
2010
|
Average selling price
|
|
$115,200 - $556,300
|
|
$142,900 - $391,900
|
|
$96,600 - $256,400
|
Deliveries per month
|
|
1 - 6
|
|
1 - 10
|
|
3 - 6
|
Discount rate
|
|
17% - 20%
|
|
17% - 20%
|
|
17% - 20%
|
(a)
|
The ranges of inputs used primarily reflect the underlying variability among the various housing markets where each of the impacted communities or land parcels are located, rather than fluctuations in prevailing market conditions.
|
Note 7.
|
Fair Value Disclosures
|
Level 1
|
Fair value determined based on quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.
|
Level 3
|
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
|
|
|
Fair Value
|
||||||||
Description
|
|
Hierarchy
|
|
November 30,
2012 (a) |
|
November 30, 2011 (a)
|
||||
Long-lived assets held and used
|
|
Level 2
|
|
$
|
—
|
|
|
$
|
75
|
|
Long-lived assets held and used
|
|
Level 3
|
|
39,851
|
|
|
33,947
|
|
||
Total
|
|
|
|
$
|
39,851
|
|
|
$
|
34,022
|
|
(a)
|
Amounts represent the aggregate fair value for communities or land parcels where we recognized inventory impairment charges during the period, as of the date that the fair value measurements were made. The carrying value for these communities or land parcels may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.
|
|
|
|
November 30,
|
||||||||||||||
|
|
|
2012
|
|
2011
|
||||||||||||
|
Fair Value Hierarchy
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Senior notes due February 1, 2014 at 5 3/4%
|
Level 2
|
|
$
|
75,911
|
|
|
$
|
77,679
|
|
|
$
|
249,647
|
|
|
$
|
232,500
|
|
Senior notes due January 15, 2015 at 5 7/8%
|
Level 2
|
|
101,999
|
|
|
106,003
|
|
|
299,273
|
|
|
270,000
|
|
||||
Senior notes due June 15, 2015 at 6 1/4%
|
Level 2
|
|
236,826
|
|
|
248,751
|
|
|
449,795
|
|
|
401,625
|
|
||||
Senior notes due September 15, 2017 at 9.10%
|
Level 2
|
|
261,430
|
|
|
305,413
|
|
|
260,865
|
|
|
235,519
|
|
||||
Senior notes due June 15, 2018 at 7 1/4%
|
Level 2
|
|
299,129
|
|
|
325,500
|
|
|
299,007
|
|
|
251,625
|
|
||||
Senior notes due March 15, 2020 at 8.00%
|
Level 2
|
|
345,209
|
|
|
390,250
|
|
|
—
|
|
|
—
|
|
||||
Senior notes due September 15, 2022 at 7.50%
|
Level 2
|
|
350,000
|
|
|
378,000
|
|
|
—
|
|
|
—
|
|
Note 8.
|
Variable Interest Entities
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||||||||
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
||||||||
Unconsolidated VIEs
|
$
|
8,463
|
|
|
$
|
327,196
|
|
|
$
|
8,097
|
|
|
$
|
122,125
|
|
Other land option contracts and other similar contracts
|
17,219
|
|
|
298,139
|
|
|
12,830
|
|
|
222,940
|
|
||||
|
$
|
25,682
|
|
|
$
|
625,335
|
|
|
$
|
20,927
|
|
|
$
|
345,065
|
|
Note 9.
|
Investments in Unconsolidated Joint Ventures
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
$
|
31,772
|
|
|
$
|
230
|
|
|
$
|
122,200
|
|
Construction and land costs
|
(21,467
|
)
|
|
(54
|
)
|
|
(120,010
|
)
|
|||
Other expenses, net
|
(2,009
|
)
|
|
(4,506
|
)
|
|
(19,362
|
)
|
|||
Income (loss)
|
$
|
8,296
|
|
|
$
|
(4,330
|
)
|
|
$
|
(17,172
|
)
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
29,721
|
|
|
$
|
8,923
|
|
Receivables
|
6,104
|
|
|
19,503
|
|
||
Inventories
|
352,791
|
|
|
368,306
|
|
||
Other assets
|
1,175
|
|
|
151
|
|
||
Total assets
|
$
|
389,791
|
|
|
$
|
396,883
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
88,027
|
|
|
$
|
96,981
|
|
Equity
|
301,764
|
|
|
299,902
|
|
||
Total liabilities and equity
|
$
|
389,791
|
|
|
$
|
396,883
|
|
Note 10.
|
Other Assets
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Cash surrender value of insurance contracts
|
$
|
64,757
|
|
|
$
|
59,718
|
|
Property and equipment, net
|
7,920
|
|
|
7,801
|
|
||
Debt issuance costs (a)
|
14,563
|
|
|
4,219
|
|
||
Prepaid expenses
|
7,810
|
|
|
2,214
|
|
||
Net deferred tax assets
|
—
|
|
|
1,152
|
|
||
Total
|
$
|
95,050
|
|
|
$
|
75,104
|
|
(a)
|
The increase in debt issuance costs as of November 30, 2012 compared to November 30, 2011 primarily reflected the costs associated with our issuance of the
$350 Million
8.00%
Senior Notes and the
$350 Million
7.50%
Senior Notes during 2012.
|
Note 11.
|
Accrued Expenses and Other Liabilities
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Construction defect and other litigation liabilities
|
$
|
107,111
|
|
|
$
|
101,017
|
|
Employee compensation and related benefits
|
97,189
|
|
|
76,960
|
|
||
Warranty liability
|
47,822
|
|
|
67,693
|
|
||
Accrued interest payable
|
47,392
|
|
|
43,129
|
|
||
Liabilities related to inventory not owned
|
4,100
|
|
|
23,903
|
|
||
Real estate and business taxes
|
8,453
|
|
|
10,770
|
|
||
Other
|
28,278
|
|
|
50,934
|
|
||
Total
|
$
|
340,345
|
|
|
$
|
374,406
|
|
Note 12.
|
Mortgages and Notes Payable
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Mortgages and land contracts due to land sellers and other loans (6% to 7% at November 30, 2012 and 2011)
|
$
|
52,311
|
|
|
$
|
24,984
|
|
Senior notes due February 1, 2014 at 5 3/4%
|
75,911
|
|
|
249,647
|
|
||
Senior notes due January 15, 2015 at 5 7/8%
|
101,999
|
|
|
299,273
|
|
||
Senior notes due June 15, 2015 at 6 1/4%
|
236,826
|
|
|
449,795
|
|
||
Senior notes due September 15, 2017 at 9.10%
|
261,430
|
|
|
260,865
|
|
||
Senior notes due June 15, 2018 at 7 1/4%
|
299,129
|
|
|
299,007
|
|
||
Senior notes due March 15, 2020 at 8.00%
|
345,209
|
|
|
—
|
|
||
Senior notes due September 15, 2022 at 7.50%
|
350,000
|
|
|
—
|
|
||
Total
|
$
|
1,722,815
|
|
|
$
|
1,583,571
|
|
Note 13.
|
Commitments and Contingencies
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of year
|
$
|
67,693
|
|
|
$
|
93,988
|
|
|
$
|
135,749
|
|
Warranties issued
|
8,416
|
|
|
4,852
|
|
|
5,173
|
|
|||
Payments
|
(19,866
|
)
|
|
(25,024
|
)
|
|
(44,973
|
)
|
|||
Adjustments
|
(8,421
|
)
|
|
(6,123
|
)
|
|
(1,961
|
)
|
|||
Balance at end of year
|
$
|
47,822
|
|
|
$
|
67,693
|
|
|
$
|
93,988
|
|
Years Ending November 30,
|
|
|
||
2013
|
|
$
|
5,873
|
|
2014
|
|
5,338
|
|
|
2015
|
|
2,728
|
|
|
2016
|
|
289
|
|
|
2017
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum lease payments
|
|
$
|
14,228
|
|
Note 14.
|
Legal Matters
|
Note 15.
|
Income Taxes
|
|
Federal
|
|
State
|
|
Total
|
||||||
2012
|
|
|
|
|
|
||||||
Current
|
$
|
16,500
|
|
|
$
|
3,600
|
|
|
$
|
20,100
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit
|
$
|
16,500
|
|
|
$
|
3,600
|
|
|
$
|
20,100
|
|
2011
|
|
|
|
|
|
||||||
Current
|
$
|
2,600
|
|
|
$
|
(200
|
)
|
|
$
|
2,400
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit (expense)
|
$
|
2,600
|
|
|
$
|
(200
|
)
|
|
$
|
2,400
|
|
2010
|
|
|
|
|
|
||||||
Current
|
$
|
6,500
|
|
|
$
|
500
|
|
|
$
|
7,000
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit
|
$
|
6,500
|
|
|
$
|
500
|
|
|
$
|
7,000
|
|
|
November 30,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Capitalized expenses
|
$
|
76,112
|
|
|
$
|
98,677
|
|
State taxes
|
64,577
|
|
|
61,550
|
|
||
Other
|
218
|
|
|
190
|
|
||
Total
|
$
|
140,907
|
|
|
$
|
160,417
|
|
Deferred tax assets:
|
|
|
|
||||
Inventory impairments and land option contract abandonments
|
$
|
132,099
|
|
|
$
|
219,457
|
|
NOL from 2006 through 2012
|
442,621
|
|
|
412,901
|
|
||
Warranty, legal and other accruals
|
54,744
|
|
|
61,189
|
|
||
Employee benefits
|
68,644
|
|
|
57,699
|
|
||
Partnerships and joint ventures
|
132,851
|
|
|
83,693
|
|
||
Depreciation and amortization
|
7,467
|
|
|
13,577
|
|
||
Capitalized expenses
|
6,646
|
|
|
6,233
|
|
||
Tax credits
|
169,173
|
|
|
151,300
|
|
||
Deferred income
|
668
|
|
|
830
|
|
||
Other
|
6,107
|
|
|
2,517
|
|
||
Total
|
1,021,020
|
|
|
1,009,396
|
|
||
Valuation allowance
|
(880,113
|
)
|
|
(847,827
|
)
|
||
Total
|
140,907
|
|
|
161,569
|
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
1,152
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Income tax benefit computed at statutory rate
|
$
|
27,672
|
|
|
$
|
63,397
|
|
|
$
|
26,729
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
||||||
State taxes, net of federal income tax benefit
|
9,948
|
|
|
4,691
|
|
|
4,010
|
|
|||
Reserve and deferred income
|
(9,146
|
)
|
|
(1,161
|
)
|
|
1,204
|
|
|||
Capitalized expenses
|
7,960
|
|
|
(3,501
|
)
|
|
(88
|
)
|
|||
Basis in joint ventures
|
42,503
|
|
|
4,401
|
|
|
13,729
|
|
|||
NOL reconciliation
|
(5,345
|
)
|
|
715
|
|
|
(24,749
|
)
|
|||
Inventory impairments
|
(59,401
|
)
|
|
(1,852
|
)
|
|
(2,736
|
)
|
|||
Recognition of federal tax benefits
|
17,650
|
|
|
2,600
|
|
|
1,621
|
|
|||
Tax credits
|
17,889
|
|
|
5,477
|
|
|
5,384
|
|
|||
Valuation allowance for deferred tax assets
|
(32,286
|
)
|
|
(76,747
|
)
|
|
(21,115
|
)
|
|||
Other, net
|
2,656
|
|
|
4,380
|
|
|
3,011
|
|
|||
Income tax benefit
|
$
|
20,100
|
|
|
$
|
2,400
|
|
|
$
|
7,000
|
|
|
Years Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of year
|
$
|
1,899
|
|
|
$
|
11,308
|
|
|
$
|
11,024
|
|
Additions for tax positions related to prior years
|
—
|
|
|
5
|
|
|
1,720
|
|
|||
Reductions for tax positions related to prior years
|
(165
|
)
|
|
—
|
|
|
(1,183
|
)
|
|||
Reductions related to settlement
|
—
|
|
|
(264
|
)
|
|
—
|
|
|||
Reductions due to lapse of statute of limitations
|
(63
|
)
|
|
(2,476
|
)
|
|
—
|
|
|||
Reductions due to resolution of federal and state audits
|
—
|
|
|
(6,674
|
)
|
|
(253
|
)
|
|||
Balance at end of year
|
$
|
1,671
|
|
|
$
|
1,899
|
|
|
$
|
11,308
|
|
Note 16.
|
Stockholders’ Equity
|
Note 17.
|
Employee Benefit and Stock Plans
|
|
Years Ended November 30,
|
|||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Options outstanding at beginning of year
|
10,160,396
|
|
|
$
|
21.27
|
|
|
8,798,613
|
|
|
$
|
24.19
|
|
|
5,711,701
|
|
|
$
|
27.39
|
|
Granted
|
30,000
|
|
|
9.08
|
|
|
1,716,000
|
|
|
6.36
|
|
|
3,572,237
|
|
|
18.71
|
|
|||
Exercised
|
(7,494
|
)
|
|
13.93
|
|
|
—
|
|
|
—
|
|
|
(28,281
|
)
|
|
13.00
|
|
|||
Cancelled
|
(77,356
|
)
|
|
17.96
|
|
|
(354,217
|
)
|
|
21.47
|
|
|
(457,044
|
)
|
|
22.05
|
|
|||
Options outstanding at end of year
|
10,105,546
|
|
|
$
|
21.27
|
|
|
10,160,396
|
|
|
$
|
21.27
|
|
|
8,798,613
|
|
|
$
|
24.19
|
|
Options exercisable at end of year
|
8,533,224
|
|
|
$
|
23.76
|
|
|
7,142,568
|
|
|
$
|
26.43
|
|
|
6,146,605
|
|
|
$
|
28.73
|
|
Options available for grant at end of year
|
1,721,847
|
|
|
|
|
2,477,219
|
|
|
|
|
21,703
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Range of Exercise Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
||||||||
$ 6.32 to $10.54
|
|
1,704,998
|
|
|
$
|
6.43
|
|
|
8.8
|
|
|
567,674
|
|
|
$
|
6.44
|
|
|
|
|
$10.55 to $14.96
|
|
2,030,550
|
|
|
12.07
|
|
|
6.6
|
|
|
1,595,552
|
|
|
12.34
|
|
|
|
|||
$14.97 to $20.08
|
|
2,211,772
|
|
|
17.69
|
|
|
6.3
|
|
|
2,211,772
|
|
|
17.69
|
|
|
|
|||
$20.09 to $33.92
|
|
2,024,721
|
|
|
27.35
|
|
|
5.1
|
|
|
2,024,721
|
|
|
27.35
|
|
|
|
|||
$33.93 to $69.63
|
|
2,133,505
|
|
|
39.81
|
|
|
5.4
|
|
|
2,133,505
|
|
|
39.81
|
|
|
|
|||
$ 6.32 to $69.63
|
|
10,105,546
|
|
|
$
|
21.27
|
|
|
6.3
|
|
|
8,533,224
|
|
|
$
|
23.76
|
|
|
5.9
|
|
|
Years Ended November 30,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rate
|
.7
|
%
|
|
.9
|
%
|
|
.7
|
%
|
Expected volatility factor
|
65.6
|
%
|
|
65.6
|
%
|
|
61.7
|
%
|
Expected dividend yield
|
1.9
|
%
|
|
3.9
|
%
|
|
2.2
|
%
|
Expected term
|
5 years
|
|
|
5 years
|
|
|
3 years
|
|
|
Years Ended November 30,
|
||||||||||||
|
2012
|
|
2011
|
||||||||||
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
||||||
Outstanding at beginning of year
|
338,912
|
|
|
$
|
15.03
|
|
|
402,477
|
|
|
$
|
15.09
|
|
Granted
|
207,617
|
|
|
16.23
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(176,135
|
)
|
|
14.25
|
|
|
(10,930
|
)
|
|
13.49
|
|
||
Cancelled
|
(140,670
|
)
|
|
15.44
|
|
|
(52,635
|
)
|
|
15.44
|
|
||
Outstanding at end of year
|
229,724
|
|
|
$
|
15.81
|
|
|
338,912
|
|
|
$
|
15.03
|
|
Note 18.
|
Postretirement Benefits
|
Note 19.
|
Supplemental Disclosure to Consolidated Statements of Cash Flows
|
|
Year Ended November 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Summary of cash and cash equivalents at the end of the year:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
524,765
|
|
|
$
|
415,050
|
|
|
$
|
904,401
|
|
Financial services
|
923
|
|
|
3,024
|
|
|
4,029
|
|
|||
Total
|
$
|
525,688
|
|
|
$
|
418,074
|
|
|
$
|
908,430
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
$
|
65,541
|
|
|
$
|
48,038
|
|
|
$
|
71,647
|
|
Income taxes paid
|
826
|
|
|
335
|
|
|
807
|
|
|||
Income taxes refunded
|
22,342
|
|
|
213
|
|
|
196,868
|
|
|||
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
||||||
Increase in inventories in connection with consolidation of joint ventures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,300
|
|
Increase in accounts payable, accrued expenses and other liabilities in connection with consolidation of joint ventures
|
—
|
|
|
—
|
|
|
38,861
|
|
|||
Stock appreciation rights exchanged for stock options
|
—
|
|
|
—
|
|
|
2,348
|
|
|||
Cost of inventories acquired through seller financing
|
53,625
|
|
|
—
|
|
|
55,244
|
|
|||
Increase (decrease) in consolidated inventories not owned
|
(19,803
|
)
|
|
8,354
|
|
|
(41,626
|
)
|
|||
Acquired property securing note receivable
|
—
|
|
|
40,000
|
|
|
—
|
|
Note 20.
|
Quarterly Results (unaudited)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
254,558
|
|
|
$
|
302,852
|
|
|
$
|
424,504
|
|
|
$
|
578,201
|
|
Gross profits
|
26,365
|
|
|
52,490
|
|
|
75,887
|
|
|
84,853
|
|
||||
Pretax income (loss)
|
(45,402
|
)
|
|
(28,636
|
)
|
|
(7,439
|
)
|
|
2,424
|
|
||||
Net income (loss)
|
(45,802
|
)
|
|
(24,136
|
)
|
|
3,261
|
|
|
7,724
|
|
||||
Basic and diluted earnings (loss) per share
|
$
|
(.59
|
)
|
|
$
|
(.31
|
)
|
|
$
|
.04
|
|
|
$
|
.10
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
196,940
|
|
|
$
|
271,738
|
|
|
$
|
367,316
|
|
|
$
|
479,872
|
|
Gross profits
|
25,279
|
|
|
20,570
|
|
|
63,579
|
|
|
72,941
|
|
||||
Pretax income (loss)
|
(114,126
|
)
|
|
(68,804
|
)
|
|
(9,649
|
)
|
|
11,411
|
|
||||
Net income (loss)
|
(114,526
|
)
|
|
(68,504
|
)
|
|
(9,649
|
)
|
|
13,911
|
|
||||
Basic and diluted earnings (loss) per share
|
$
|
(1.49
|
)
|
|
$
|
(.89
|
)
|
|
$
|
(.13
|
)
|
|
$
|
.18
|
|
Note 21.
|
Supplemental Guarantor Information
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
978,064
|
|
|
$
|
582,051
|
|
|
$
|
—
|
|
|
$
|
1,560,115
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
978,064
|
|
|
$
|
570,368
|
|
|
$
|
—
|
|
|
$
|
1,548,432
|
|
Construction and land costs
|
—
|
|
|
(844,982
|
)
|
|
(472,547
|
)
|
|
—
|
|
|
(1,317,529
|
)
|
|||||
Selling, general and administrative expenses
|
(60,101
|
)
|
|
(119,431
|
)
|
|
(71,627
|
)
|
|
—
|
|
|
(251,159
|
)
|
|||||
Operating income (loss)
|
(60,101
|
)
|
|
13,651
|
|
|
26,194
|
|
|
—
|
|
|
(20,256
|
)
|
|||||
Interest income
|
480
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
518
|
|
|||||
Interest expense
|
49,686
|
|
|
(78,879
|
)
|
|
(40,611
|
)
|
|
—
|
|
|
(69,804
|
)
|
|||||
Equity in income (loss) of unconsolidated joint ventures
|
—
|
|
|
(983
|
)
|
|
589
|
|
|
—
|
|
|
(394
|
)
|
|||||
Homebuilding pretax loss
|
(9,935
|
)
|
|
(66,211
|
)
|
|
(13,790
|
)
|
|
—
|
|
|
(89,936
|
)
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
10,883
|
|
|
—
|
|
|
10,883
|
|
|||||
Total pretax loss
|
(9,935
|
)
|
|
(66,211
|
)
|
|
(2,907
|
)
|
|
—
|
|
|
(79,053
|
)
|
|||||
Income tax benefit
|
2,500
|
|
|
16,900
|
|
|
700
|
|
|
—
|
|
|
20,100
|
|
|||||
Equity in net loss of subsidiaries
|
(51,518
|
)
|
|
—
|
|
|
—
|
|
|
51,518
|
|
|
—
|
|
|||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(49,311
|
)
|
|
$
|
(2,207
|
)
|
|
$
|
51,518
|
|
|
$
|
(58,953
|
)
|
|
Year Ended November 30, 2011
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
745,965
|
|
|
$
|
569,901
|
|
|
$
|
—
|
|
|
$
|
1,315,866
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
745,965
|
|
|
$
|
559,597
|
|
|
$
|
—
|
|
|
$
|
1,305,562
|
|
Construction and land costs
|
—
|
|
|
(638,802
|
)
|
|
(491,183
|
)
|
|
—
|
|
|
(1,129,985
|
)
|
|||||
Selling, general and administrative expenses
|
(52,784
|
)
|
|
(93,288
|
)
|
|
(101,814
|
)
|
|
—
|
|
|
(247,886
|
)
|
|||||
Loss on loan guaranty
|
—
|
|
|
(30,765
|
)
|
|
—
|
|
|
—
|
|
|
(30,765
|
)
|
|||||
Operating loss
|
(52,784
|
)
|
|
(16,890
|
)
|
|
(33,400
|
)
|
|
—
|
|
|
(103,074
|
)
|
|||||
Interest income
|
715
|
|
|
36
|
|
|
120
|
|
|
—
|
|
|
871
|
|
|||||
Interest expense
|
51,957
|
|
|
(69,309
|
)
|
|
(31,852
|
)
|
|
—
|
|
|
(49,204
|
)
|
|||||
Equity in loss of unconsolidated joint ventures
|
—
|
|
|
(55,831
|
)
|
|
(8
|
)
|
|
—
|
|
|
(55,839
|
)
|
|||||
Homebuilding pretax loss
|
(112
|
)
|
|
(141,994
|
)
|
|
(65,140
|
)
|
|
—
|
|
|
(207,246
|
)
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
26,078
|
|
|
—
|
|
|
26,078
|
|
|||||
Total pretax loss
|
(112
|
)
|
|
(141,994
|
)
|
|
(39,062
|
)
|
|
—
|
|
|
(181,168
|
)
|
|||||
Income tax benefit
|
—
|
|
|
1,900
|
|
|
500
|
|
|
—
|
|
|
2,400
|
|
|||||
Equity in net loss of subsidiaries
|
(178,656
|
)
|
|
—
|
|
|
—
|
|
|
178,656
|
|
|
—
|
|
|||||
Net loss
|
$
|
(178,768
|
)
|
|
$
|
(140,094
|
)
|
|
$
|
(38,562
|
)
|
|
$
|
178,656
|
|
|
$
|
(178,768
|
)
|
|
Year Ended November 30, 2010
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
429,917
|
|
|
$
|
1,160,079
|
|
|
$
|
—
|
|
|
$
|
1,589,996
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
429,917
|
|
|
$
|
1,151,846
|
|
|
$
|
—
|
|
|
$
|
1,581,763
|
|
Construction and land costs
|
—
|
|
|
(360,450
|
)
|
|
(947,838
|
)
|
|
—
|
|
|
(1,308,288
|
)
|
|||||
Selling, general and administrative expenses
|
(68,149
|
)
|
|
(48,233
|
)
|
|
(173,138
|
)
|
|
—
|
|
|
(289,520
|
)
|
|||||
Operating income (loss)
|
(68,149
|
)
|
|
21,234
|
|
|
30,870
|
|
|
—
|
|
|
(16,045
|
)
|
|||||
Interest income
|
1,770
|
|
|
30
|
|
|
298
|
|
|
—
|
|
|
2,098
|
|
|||||
Interest expense
|
20,353
|
|
|
(41,686
|
)
|
|
(46,974
|
)
|
|
—
|
|
|
(68,307
|
)
|
|||||
Equity in loss of unconsolidated joint ventures
|
—
|
|
|
(186
|
)
|
|
(6,071
|
)
|
|
—
|
|
|
(6,257
|
)
|
|||||
Homebuilding pretax loss
|
(46,026
|
)
|
|
(20,608
|
)
|
|
(21,877
|
)
|
|
—
|
|
|
(88,511
|
)
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
12,143
|
|
|
—
|
|
|
12,143
|
|
|||||
Total pretax loss
|
(46,026
|
)
|
|
(20,608
|
)
|
|
(9,734
|
)
|
|
—
|
|
|
(76,368
|
)
|
|||||
Income tax benefit
|
4,200
|
|
|
1,900
|
|
|
900
|
|
|
—
|
|
|
7,000
|
|
|||||
Equity in net loss of subsidiaries
|
(27,542
|
)
|
|
—
|
|
|
—
|
|
|
27,542
|
|
|
—
|
|
|||||
Net loss
|
$
|
(69,368
|
)
|
|
$
|
(18,708
|
)
|
|
$
|
(8,834
|
)
|
|
$
|
27,542
|
|
|
$
|
(69,368
|
)
|
|
November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
457,007
|
|
|
$
|
22,642
|
|
|
$
|
45,116
|
|
|
$
|
—
|
|
|
$
|
524,765
|
|
Restricted cash
|
42,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,362
|
|
|||||
Receivables
|
121
|
|
|
49,518
|
|
|
15,182
|
|
|
—
|
|
|
64,821
|
|
|||||
Inventories
|
—
|
|
|
1,075,011
|
|
|
631,560
|
|
|
—
|
|
|
1,706,571
|
|
|||||
Investments in unconsolidated joint ventures
|
—
|
|
|
109,346
|
|
|
14,328
|
|
|
—
|
|
|
123,674
|
|
|||||
Other assets
|
85,901
|
|
|
7,491
|
|
|
1,658
|
|
|
—
|
|
|
95,050
|
|
|||||
|
585,391
|
|
|
1,264,008
|
|
|
707,844
|
|
|
—
|
|
|
2,557,243
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
4,455
|
|
|
—
|
|
|
4,455
|
|
|||||
Investments in subsidiaries
|
11,411
|
|
|
—
|
|
|
—
|
|
|
(11,411
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
596,802
|
|
|
$
|
1,264,008
|
|
|
$
|
712,299
|
|
|
$
|
(11,411
|
)
|
|
$
|
2,561,698
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, accrued expenses and other liabilities
|
$
|
134,314
|
|
|
$
|
147,563
|
|
|
$
|
177,012
|
|
|
$
|
—
|
|
|
$
|
458,889
|
|
Mortgages and notes payable
|
1,645,394
|
|
|
69,596
|
|
|
7,825
|
|
|
—
|
|
|
1,722,815
|
|
|||||
|
1,779,708
|
|
|
217,159
|
|
|
184,837
|
|
|
—
|
|
|
2,181,704
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
3,188
|
|
|
—
|
|
|
3,188
|
|
|||||
Intercompany
|
(1,559,712
|
)
|
|
1,046,849
|
|
|
512,863
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
376,806
|
|
|
—
|
|
|
11,411
|
|
|
(11,411
|
)
|
|
376,806
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
596,802
|
|
|
$
|
1,264,008
|
|
|
$
|
712,299
|
|
|
$
|
(11,411
|
)
|
|
$
|
2,561,698
|
|
|
November 30, 2011
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
340,957
|
|
|
$
|
32,876
|
|
|
$
|
41,217
|
|
|
$
|
—
|
|
|
$
|
415,050
|
|
Restricted cash
|
64,475
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
64,481
|
|
|||||
Receivables
|
801
|
|
|
29,250
|
|
|
36,128
|
|
|
—
|
|
|
66,179
|
|
|||||
Inventories
|
—
|
|
|
1,256,468
|
|
|
475,161
|
|
|
—
|
|
|
1,731,629
|
|
|||||
Investments in unconsolidated joint ventures
|
—
|
|
|
113,921
|
|
|
14,005
|
|
|
—
|
|
|
127,926
|
|
|||||
Other assets
|
67,059
|
|
|
730
|
|
|
7,315
|
|
|
—
|
|
|
75,104
|
|
|||||
|
473,292
|
|
|
1,433,251
|
|
|
573,826
|
|
|
—
|
|
|
2,480,369
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
32,173
|
|
|
—
|
|
|
32,173
|
|
|||||
Investments in subsidiaries
|
34,235
|
|
|
—
|
|
|
—
|
|
|
(34,235
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
507,527
|
|
|
$
|
1,433,251
|
|
|
$
|
605,999
|
|
|
$
|
(34,235
|
)
|
|
$
|
2,512,542
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, accrued expenses and other liabilities
|
$
|
121,572
|
|
|
$
|
181,835
|
|
|
$
|
175,413
|
|
|
$
|
—
|
|
|
$
|
478,820
|
|
Mortgages and notes payable
|
1,533,477
|
|
|
45,925
|
|
|
4,169
|
|
|
—
|
|
|
1,583,571
|
|
|||||
|
1,655,049
|
|
|
227,760
|
|
|
179,582
|
|
|
—
|
|
|
2,062,391
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
7,494
|
|
|
—
|
|
|
7,494
|
|
|||||
Intercompany
|
(1,590,179
|
)
|
|
1,205,491
|
|
|
384,688
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
442,657
|
|
|
—
|
|
|
34,235
|
|
|
(34,235
|
)
|
|
442,657
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
507,527
|
|
|
$
|
1,433,251
|
|
|
$
|
605,999
|
|
|
$
|
(34,235
|
)
|
|
$
|
2,512,542
|
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(49,311
|
)
|
|
$
|
(2,207
|
)
|
|
$
|
51,518
|
|
|
$
|
(58,953
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in (income) loss of unconsolidated joint ventures
|
—
|
|
|
983
|
|
|
(2,780
|
)
|
|
—
|
|
|
(1,797
|
)
|
|||||
Inventory impairments and land option contract abandonments
|
—
|
|
|
10,417
|
|
|
18,116
|
|
|
—
|
|
|
28,533
|
|
|||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
680
|
|
|
(7,716
|
)
|
|
32,030
|
|
|
—
|
|
|
24,994
|
|
|||||
Inventories
|
—
|
|
|
(59,875
|
)
|
|
90,222
|
|
|
—
|
|
|
30,347
|
|
|||||
Accounts payable, accrued expenses and other liabilities
|
11,281
|
|
|
20,858
|
|
|
(34,282
|
)
|
|
—
|
|
|
(2,143
|
)
|
|||||
Other, net
|
6,507
|
|
|
660
|
|
|
6,469
|
|
|
—
|
|
|
13,636
|
|
|||||
Net cash provided by (used in) operating activities
|
(40,485
|
)
|
|
(83,984
|
)
|
|
107,568
|
|
|
51,518
|
|
|
34,617
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
—
|
|
|
1,656
|
|
|
(667
|
)
|
|
—
|
|
|
989
|
|
|||||
Purchases of property and equipment, net
|
(175
|
)
|
|
(855
|
)
|
|
(719
|
)
|
|
—
|
|
|
(1,749
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(175
|
)
|
|
801
|
|
|
(1,386
|
)
|
|
—
|
|
|
(760
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash
|
22,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,119
|
|
|||||
Proceeds from issuance of senior notes
|
694,831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
694,831
|
|
|||||
Payment of senior notes issuance costs
|
(12,445
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,445
|
)
|
|||||
Repayment of senior notes
|
(592,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(592,645
|
)
|
|||||
Payments on mortgages and land contracts due to land sellers and other loans
|
—
|
|
|
(26,298
|
)
|
|
—
|
|
|
—
|
|
|
(26,298
|
)
|
|||||
Issuance of common stock under employee stock plans
|
593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
593
|
|
|||||
Payments of cash dividends
|
(10,599
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,599
|
)
|
|||||
Stock repurchases
|
(1,799
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,799
|
)
|
|||||
Intercompany
|
56,655
|
|
|
103,275
|
|
|
(108,412
|
)
|
|
(51,518
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
156,710
|
|
|
76,977
|
|
|
(108,412
|
)
|
|
(51,518
|
)
|
|
73,757
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
116,050
|
|
|
(6,206
|
)
|
|
(2,230
|
)
|
|
—
|
|
|
107,614
|
|
|||||
Cash and cash equivalents at beginning of year
|
340,957
|
|
|
28,848
|
|
|
48,269
|
|
|
—
|
|
|
418,074
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
457,007
|
|
|
$
|
22,642
|
|
|
$
|
46,039
|
|
|
$
|
—
|
|
|
$
|
525,688
|
|
|
Year Ended November 30, 2011
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(178,768
|
)
|
|
$
|
(140,094
|
)
|
|
$
|
(38,562
|
)
|
|
$
|
178,656
|
|
|
$
|
(178,768
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in (income) loss/(gain) on wind down of unconsolidated joint ventures
|
—
|
|
|
55,831
|
|
|
(19,278
|
)
|
|
—
|
|
|
36,553
|
|
|||||
Loss on loan guaranty
|
—
|
|
|
30,765
|
|
|
—
|
|
|
—
|
|
|
30,765
|
|
|||||
Gain on sale of operating property
|
—
|
|
|
(8,825
|
)
|
|
—
|
|
|
—
|
|
|
(8,825
|
)
|
|||||
Inventory impairments and land option contract abandonments
|
—
|
|
|
21,511
|
|
|
4,280
|
|
|
—
|
|
|
25,791
|
|
|||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
3,404
|
|
|
(9,726
|
)
|
|
4,102
|
|
|
—
|
|
|
(2,220
|
)
|
|||||
Inventories
|
—
|
|
|
(40,973
|
)
|
|
28,628
|
|
|
—
|
|
|
(12,345
|
)
|
|||||
Accounts payable, accrued expenses and other liabilities
|
(3,035
|
)
|
|
(247,292
|
)
|
|
(3,220
|
)
|
|
—
|
|
|
(253,547
|
)
|
|||||
Other, net
|
9,186
|
|
|
4,277
|
|
|
1,588
|
|
|
—
|
|
|
15,051
|
|
|||||
Net cash used in operating activities
|
(169,213
|
)
|
|
(334,526
|
)
|
|
(22,462
|
)
|
|
178,656
|
|
|
(347,545
|
)
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
—
|
|
|
(77,090
|
)
|
|
9,830
|
|
|
—
|
|
|
(67,260
|
)
|
|||||
Proceeds from sale of operating property
|
—
|
|
|
80,600
|
|
|
—
|
|
|
—
|
|
|
80,600
|
|
|||||
Sales (purchases) of property and equipment, net
|
(200
|
)
|
|
(202
|
)
|
|
160
|
|
|
—
|
|
|
(242
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(200
|
)
|
|
3,308
|
|
|
9,990
|
|
|
—
|
|
|
13,098
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash
|
24,239
|
|
|
26,757
|
|
|
—
|
|
|
—
|
|
|
50,996
|
|
|||||
Repayment of senior notes
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Payments on mortgages and land contracts due to land sellers and other loans
|
3,397
|
|
|
(87,941
|
)
|
|
(4,917
|
)
|
|
—
|
|
|
(89,461
|
)
|
|||||
Issuance of common stock under employee stock plans
|
1,796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,796
|
|
|||||
Payments of cash dividends
|
(19,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,240
|
)
|
|||||
Intercompany
|
(170,425
|
)
|
|
411,309
|
|
|
(62,228
|
)
|
|
(178,656
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(260,233
|
)
|
|
350,125
|
|
|
(67,145
|
)
|
|
(178,656
|
)
|
|
(155,909
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(429,646
|
)
|
|
18,907
|
|
|
(79,617
|
)
|
|
—
|
|
|
(490,356
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
770,603
|
|
|
13,969
|
|
|
123,858
|
|
|
—
|
|
|
908,430
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
340,957
|
|
|
$
|
32,876
|
|
|
$
|
44,241
|
|
|
$
|
—
|
|
|
$
|
418,074
|
|
|
Year Ended November 30, 2010
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(69,368
|
)
|
|
$
|
(18,708
|
)
|
|
$
|
(8,834
|
)
|
|
$
|
27,542
|
|
|
$
|
(69,368
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in (income) loss of unconsolidated joint ventures
|
—
|
|
|
186
|
|
|
(958
|
)
|
|
—
|
|
|
(772
|
)
|
|||||
Inventory impairments and land option contract abandonments
|
—
|
|
|
1,980
|
|
|
17,945
|
|
|
—
|
|
|
19,925
|
|
|||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables
|
187,542
|
|
|
3,557
|
|
|
20,219
|
|
|
—
|
|
|
211,318
|
|
|||||
Inventories
|
—
|
|
|
(99,216
|
)
|
|
(30,118
|
)
|
|
—
|
|
|
(129,334
|
)
|
|||||
Accounts payable, accrued expenses and other liabilities
|
(16,973
|
)
|
|
(65,878
|
)
|
|
(116,354
|
)
|
|
—
|
|
|
(199,205
|
)
|
|||||
Other, net
|
(8,461
|
)
|
|
1,608
|
|
|
40,325
|
|
|
—
|
|
|
33,472
|
|
|||||
Net cash provided by (used in) operating activities
|
92,740
|
|
|
(176,471
|
)
|
|
(77,775
|
)
|
|
27,542
|
|
|
(133,964
|
)
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contributions to unconsolidated joint ventures
|
—
|
|
|
(517
|
)
|
|
(15,152
|
)
|
|
—
|
|
|
(15,669
|
)
|
|||||
Purchases of property and equipment, net
|
(229
|
)
|
|
(70
|
)
|
|
(121
|
)
|
|
—
|
|
|
(420
|
)
|
|||||
Net cash used in investing activities
|
(229
|
)
|
|
(587
|
)
|
|
(15,273
|
)
|
|
—
|
|
|
(16,089
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash
|
25,578
|
|
|
—
|
|
|
(26,763
|
)
|
|
—
|
|
|
(1,185
|
)
|
|||||
Payments on mortgages and land contracts due to land sellers and other loans
|
—
|
|
|
(81,041
|
)
|
|
(20,113
|
)
|
|
—
|
|
|
(101,154
|
)
|
|||||
Issuance of common stock under employee stock plans
|
1,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,851
|
|
|||||
Excess tax benefit associated with exercise of stock options
|
583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|||||
Payments of cash dividends
|
(19,223
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,223
|
)
|
|||||
Stock repurchases
|
(350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|||||
Intercompany
|
(325,469
|
)
|
|
217,240
|
|
|
135,771
|
|
|
(27,542
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(317,030
|
)
|
|
136,199
|
|
|
88,895
|
|
|
(27,542
|
)
|
|
(119,478
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(224,519
|
)
|
|
(40,859
|
)
|
|
(4,153
|
)
|
|
—
|
|
|
(269,531
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
995,122
|
|
|
44,478
|
|
|
138,361
|
|
|
—
|
|
|
1,177,961
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
770,603
|
|
|
$
|
3,619
|
|
|
$
|
134,208
|
|
|
$
|
—
|
|
|
$
|
908,430
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
(a)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Report of Independent Registered Public Accounting Firm
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Equity Compensation Plan Information
|
|
||||||||||
Plan category
|
Number of
common shares to
be issued upon
exercise of
outstanding options,
warrants and
rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of common
shares remaining
available for future
issuance under equity
compensation plans
(excluding common
shares reflected in
column(a))
(c)
|
|
|||||
Equity compensation plans approved by stockholders
|
10,105,546
|
|
|
$
|
21.27
|
|
|
1,721,847
|
|
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
(1
|
)
|
|
Total
|
10,105,546
|
|
|
$
|
21.27
|
|
|
1,721,847
|
|
|
(1)
|
Represents our current compensation plan for our non-employee directors that provides for grants of deferred common stock units or stock options. These stock units and options are described in the “Director Compensation” section of our 2013 Proxy Statement, which is incorporated herein. Although we may purchase shares of our common stock on the open market to satisfy the payment of these stock units and options, to date, all of them have been settled in cash. Further, under the non-employee directors’ current compensation plan, our non-employee directors cannot receive shares of our common stock in satisfaction of their stock units or options unless and until approved by our stockholders. Therefore, we consider the non-employee directors compensation plans as having no available capacity to issue shares of our common stock.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation, as amended, filed as an exhibit to our Current Report on Form 8-K dated April 7, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
3.2
|
|
By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.1
|
|
Rights Agreement between us and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to our Current Report on Form 8-K/A dated January 28, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.2
|
|
Indenture and Supplemental Indenture relating to 5 3/4% Senior Notes due 2014 among us, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to our Registration Statement No. 333-114761 on Form S-4, are incorporated by reference herein.
|
|
|
|
4.3
|
|
Third Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to our Current Report on Form 8-K dated May 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.4
|
|
Fourth Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to our Current Report on Form 8-K dated November 13, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.5
|
|
Fifth Supplemental Indenture, dated August 17, 2007, relating to our Senior Notes by and between us, the Guarantors, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated August 22, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.6
|
|
Sixth Supplemental Indenture, dated as of January 30, 2012, relating to our Senior Notes by and between us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated February 2, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.7
|
|
Se
venth Supplemental Indenture, dated as of January 11, 2013, relating to our Senior Notes by and among us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated January 11, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.8
|
|
Specimen of 5 3/4% Senior Notes due 2014, filed as an exhibit to our Registration Statement No. 333-114761 on Form S-4, is incorporated by reference herein.
|
|
|
|
4.9
|
|
Specimen of 5 7/8% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated December 15, 2004 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.10
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 5 7/8% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated December 15, 2004 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.11
|
|
Specimen of 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 2, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.12
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 2, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
Exhibit
Number
|
|
Description
|
4.13
|
|
Specimen of 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 27, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.14
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 27, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.15
|
|
Specimen of 7 1/4% Senior Notes due 2018, filed as an exhibit to our Current Report on Form 8-K dated April 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.16
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7 1/4% Senior Notes due 2018, filed as an exhibit to our Current Report on Form 8-K dated April 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.17
|
|
Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to our Current Report on Form 8-K dated July 30, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.18
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to our Current Report on Form 8-K dated July 30, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.19
|
|
Specimen of 8.00% Senior Notes due 2020, filed as an exhibit to our Current Report on Form 8-K dated February 7, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.20
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 8.00% Senior Notes due 2020, filed as an exhibit to our Current Report on Form 8-K dated February 7, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.21
|
|
Specimen of 7.50% Senior Notes due 2022, filed as an exhibit to our Current Report on Form 8-K dated July 31, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.22
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7.50% Senior Notes due 2022, filed as an exhibit to our Current Report on Form 8-K dated July 31, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.1*
|
|
Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to our 2007 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.2*
|
|
Amendment to Kaufman and Broad, Inc. Executive Deferred Compensation Plan for amounts earned or vested on or after January 1, 2005, effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.3*
|
|
KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.4*
|
|
Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to our 2007 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.5*
|
|
KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.6*
|
|
Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to our 1995 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.7*
|
|
KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.8
|
|
KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.9
|
|
Trust Agreement between Kaufman and Broad Home Corporation and Wachovia Bank, N.A. as Trustee, dated as of August 27, 1999, filed as an exhibit to our 1999 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
Exhibit
Number
|
|
Description
|
10.10*
|
|
Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.11*
|
|
Form of Non-Qualified Stock Option Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.12*
|
|
Form of Restricted Stock Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.13*
|
|
KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.14*
|
|
Form of Stock Option Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.15*
|
|
Form of Stock Restriction Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.16*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.17*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009 (File No. 001-09195), filed as an exhibit to our 2008 Annual Report on Form 10-K, is incorporated by reference herein.
|
|
|
|
10.18*
|
|
KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.19*
|
|
KB Home Death Benefit Only Plan, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.20*
|
|
Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.21*
|
|
KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.22*
|
|
Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated March 6, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.23*
|
|
Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.24*
|
|
Form of Stock Option Agreement under the Employment Agreement between us and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated July 18, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.25*
|
|
Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.26*
|
|
Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to our Current Report on Form 8-K dated July 15, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.27*
|
|
KB Home Executive Severance Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.28*
|
|
Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 8, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.29*
|
|
KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to our Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.30
|
|
Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
Exhibit
Number
|
|
Description
|
10.31
|
|
Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009, filed as an exhibit to our 2009 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.32
|
|
Form of Indemnification Agreement, filed as an exhibit to our Current Report on Form 8-K dated April 2, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.33*
|
|
KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.34*
|
|
Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated July 20, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.35*
|
|
Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated July 20, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.36*
|
|
Form of Fiscal Year 2011 Restricted Cash Award Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 13, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.37*
|
|
KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger, filed as an exhibit to our 2010 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.38*
|
|
Amendment to the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.39*
|
|
Executive Severance Benefit Decisions, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.40
|
|
Consensual agreement effective June 10, 2011, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.41*
|
|
Form of 2010 Equity Incentive Plan Performance Cash Award Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 12, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.42*
|
|
KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.43*†
|
|
Form of KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement.
|
|
|
|
10.44*†
|
|
KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement for performance-based restricted stock unit award to Jeffrey T. Mezger.
|
|
|
|
10.45*†
|
|
Form of KB Home 2010 Equity Incentive Plan Restricted Stock Award Agreement.
|
|
|
|
12.1†
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21†
|
|
Subsidiaries of the Registrant.
|
|
|
|
23†
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1†
|
|
Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2†
|
|
Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1†
|
|
Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2†
|
|
Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit
Number
|
|
Description
|
101†
|
|
The following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations for the years ended November 30, 2012, 2011 and 2010, (ii) Consolidated Balance Sheets as of November 30, 2012 and 2011, (iii) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2012, 2011 and 2010, (iv) Consolidated Statements of Cash Flows for the years ended November 30, 2012, 2011 and 2010, and (v) the Notes to Consolidated Financial Statements.
|
|
KB Home
|
|
|
|
|
|
By:
|
/
S
/ JEFF J. KAMINSKI
|
|
|
Jeff J. Kaminski
|
|
|
Executive Vice President and Chief Financial Officer
|
Date: January 18, 2013
|
|
Signature
|
|
Title
|
|
Date
|
/
S
/ JEFFREY T. MEZGER
|
|
Director, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
January 18, 2013
|
Jeffrey T. Mezger
|
|
|
|
|
|
|
|
||
/
S
/ JEFF J. KAMINSKI
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
January 18, 2013
|
Jeff J. Kaminski
|
|
|
|
|
|
|
|
||
/
S
/ WILLIAM R. HOLLINGER
|
|
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
January 18, 2013
|
William R. Hollinger
|
|
|
|
|
|
|
|
||
/
S
/ STEPHEN F. BOLLENBACH
|
|
Chairman of the Board and Director
|
|
January 18, 2013
|
Stephen F. Bollenbach
|
|
|
|
|
|
|
|
||
/
S
/ BARBARA T. ALEXANDER
|
|
Director
|
|
January 18, 2013
|
Barbara T. Alexander
|
|
|
|
|
|
|
|
||
/
S
/ TIMOTHY W. FINCHEM
|
|
Director
|
|
January 18, 2013
|
Timothy W. Finchem
|
|
|
|
|
|
|
|
|
|
/
S
/ THOMAS W. GILLIGAN
|
|
Director
|
|
January 18, 2013
|
Thomas W. Gilligan
|
|
|
|
|
|
|
|
||
/
S
/ KENNETH M. JASTROW, II
|
|
Director
|
|
January 18, 2013
|
Kenneth M. Jastrow, II
|
|
|
|
|
|
|
|
||
/
S
/ ROBERT L. JOHNSON
|
|
Director
|
|
January 18, 2013
|
Robert L. Johnson
|
|
|
|
|
|
|
|
||
/
S
/ MELISSA LORA
|
|
Director
|
|
January 18, 2013
|
Melissa Lora
|
|
|
|
|
|
|
|
||
/
S
/ MICHAEL G. MCCAFFERY
|
|
Director
|
|
January 18, 2013
|
Michael G. McCaffery
|
|
|
|
|
|
|
|
||
/
S
/ LUIS G. NOGALES
|
|
Director
|
|
January 18, 2013
|
Luis G. Nogales
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation, as amended, filed as an exhibit to our Current Report on Form 8-K dated April 7, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
3.2
|
|
By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.1
|
|
Rights Agreement between us and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to our Current Report on Form 8-K/A dated January 28, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.2
|
|
Indenture and Supplemental Indenture relating to 5 3/4% Senior Notes due 2014 among us, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to our Registration Statement No. 333-114761 on Form S-4, are incorporated by reference herein.
|
|
|
|
|
|
|
|
4.3
|
|
Third Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to our Current Report on Form 8-K dated May 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.4
|
|
Fourth Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to our Current Report on Form 8-K dated November 13, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.5
|
|
Fifth Supplemental Indenture, dated August 17, 2007, relating to our Senior Notes by and between us, the Guarantors, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated August 22, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.6
|
|
Sixth Supplemental Indenture, dated as of January 30, 2012, relating to our Senior Notes by and between us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated February 2, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.7
|
|
Seventh Supplemental Indenture, dated as of January 11, 2013, relating to our Senior Notes by and among us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated January 11, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.8
|
|
Specimen of 5 3/4% Senior Notes due 2014, filed as an exhibit to our Registration Statement No. 333-114761 on Form S-4, is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.9
|
|
Specimen of 5 7/8% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated December 15, 2004 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.10
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 5 7/8% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated December 15, 2004 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.11
|
|
Specimen of 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 2, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.12
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 2, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.13
|
|
Specimen of 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 27, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.14
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 27, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.15
|
|
Specimen of 7 1/4% Senior Notes due 2018, filed as an exhibit to our Current Report on Form 8-K dated April 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
4.16
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7 1/4% Senior Notes due 2018, filed as an exhibit to our Current Report on Form 8-K dated April 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.17
|
|
Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to our Current Report on Form 8-K dated July 30, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.18
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to our Current Report on Form 8-K dated July 30, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.19
|
|
Specimen of 8.00% Senior Notes due 2020, filed as an exhibit to our Current Report on Form 8-K dated February 7, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.20
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 8.00% Senior Notes due 2020, filed as an exhibit to our Current Report on Form 8-K dated February 7, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.21
|
|
Specimen of 7.50% Senior Notes due 2022, filed as an exhibit to our Current Report on Form 8-K dated July 31, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.22
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7.50% Senior Notes due 2022, filed as an exhibit to our Current Report on Form 8-K dated July 31, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.1*
|
|
Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to our 2007 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.2*
|
|
Amendment to Kaufman and Broad, Inc. Executive Deferred Compensation Plan for amounts earned or vested on or after January 1, 2005, effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.3*
|
|
KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.4*
|
|
Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to our 2007 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.5*
|
|
KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.6*
|
|
Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to our 1995 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.7*
|
|
KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.8
|
|
KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.9
|
|
Trust Agreement between Kaufman and Broad Home Corporation and Wachovia Bank, N.A. as Trustee, dated as of August 27, 1999, filed as an exhibit to our 1999 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.10*
|
|
Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.11*
|
|
Form of Non-Qualified Stock Option Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
10.12*
|
|
Form of Restricted Stock Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.13*
|
|
KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.14*
|
|
Form of Stock Option Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.15*
|
|
Form of Stock Restriction Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.16*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.17*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009 (File No. 001-09195), filed as an exhibit to our 2008 Annual Report on Form 10-K, is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.18*
|
|
KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.19*
|
|
KB Home Death Benefit Only Plan, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.20*
|
|
Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.21*
|
|
KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.22*
|
|
Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated March 6, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.23*
|
|
Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.24*
|
|
Form of Stock Option Agreement under the Employment Agreement between us and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated July 18, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.25*
|
|
Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.26*
|
|
Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to our Current Report on Form 8-K dated July 15, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.27*
|
|
KB Home Executive Severance Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.28*
|
|
Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 8, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.29*
|
|
KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to our Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.30
|
|
Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
10.31
|
|
Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009, filed as an exhibit to our 2009 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.32
|
|
Form of Indemnification Agreement, filed as an exhibit to our Current Report on Form 8-K dated April 2, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.33*
|
|
KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.34*
|
|
Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated July 20, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.35*
|
|
Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated July 20, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.36*
|
|
Form of Fiscal Year 2011 Restricted Cash Award Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 13, 2010 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.37*
|
|
KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger, filed as an exhibit to our 2010 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.38*
|
|
Amendment to the KB Home 2010 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.39*
|
|
Executive Severance Benefit Decisions, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.40
|
|
Consensual agreement effective June 10, 2011, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.41*
|
|
Form of 2010 Equity Incentive Plan Performance Cash Award Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 12, 2011 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.42*
|
|
KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.43*†
|
|
Form of KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement.
|
|
|
|
|
|
|
|
10.44*†
|
|
KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement for performance-based restricted stock unit award to Jeffrey T. Mezger.
|
|
|
|
|
|
|
|
10.45*†
|
|
Form of KB Home 2010 Equity Incentive Plan Restricted Stock Award Agreement.
|
|
|
|
|
|
|
|
12.1†
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
|
|
21†
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
23†
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
31.1†
|
|
Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
31.2†
|
|
Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
32.1†
|
|
Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
32.2†
|
|
Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
101†
|
|
The following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations for the years ended November 30, 2012, 2011 and 2010, (ii) Consolidated Balance Sheets as of November 30, 2012 and 2011, (iii) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2012, 2011 and 2010, (iv) Consolidated Statements of Cash Flows for the years ended November 30, 2012, 2011 and 2010, and (v) the Notes to Consolidated Financial Statements.
|
|
|
On
|
|
Shares Subject to Lapse of Transferability Restrictions
|
|
|
|
November 8, 2013
|
|
33 1/3% of Grant
|
November 8, 2014
|
an additional
|
33 1/3% of Grant
|
November 8, 2015
|
an additional
|
33 1/3% of Grant
|
KB HOME
|
||||||||||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
||||||||||||||||||||
(In Thousands, Except Ratios)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Years Ended November 30,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from operations before income taxes
|
|
$
|
(79,053
|
)
|
|
$
|
(181,168
|
)
|
|
$
|
(76,368
|
)
|
|
$
|
(311,184
|
)
|
|
$
|
(967,931
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred
|
|
132,657
|
|
|
112,037
|
|
|
122,230
|
|
|
119,602
|
|
|
156,402
|
|
|||||
Amortization of premiums and discounts related to debt
|
|
3,016
|
|
|
2,150
|
|
|
2,149
|
|
|
1,586
|
|
|
2,062
|
|
|||||
Portion of rent expense considered to be interest
|
|
3,096
|
|
|
3,517
|
|
|
4,658
|
|
|
7,507
|
|
|
16,503
|
|
|||||
Amortization of previously capitalized interest
|
|
78,630
|
|
|
79,338
|
|
|
95,236
|
|
|
138,179
|
|
|
129,901
|
|
|||||
Distribution of earnings from unconsolidated joint ventures, net of equity in income (loss)
|
|
1,519
|
|
|
45,256
|
|
|
19,638
|
|
|
43,262
|
|
|
157,393
|
|
|||||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
|
(62,853
|
)
|
|
(62,833
|
)
|
|
(53,923
|
)
|
|
(67,839
|
)
|
|
(143,436
|
)
|
|||||
Income (loss) as adjusted
|
|
$
|
77,012
|
|
|
$
|
(1,703
|
)
|
|
$
|
113,620
|
|
|
$
|
(68,887
|
)
|
|
$
|
(649,106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred
|
|
$
|
132,657
|
|
|
$
|
112,037
|
|
|
$
|
122,230
|
|
|
$
|
119,602
|
|
|
$
|
156,402
|
|
Amortization of premiums and discounts related to debt
|
|
3,016
|
|
|
2,150
|
|
|
2,149
|
|
|
1,586
|
|
|
2,062
|
|
|||||
Portion of rent expense considered to be interest
|
|
3,096
|
|
|
3,517
|
|
|
4,658
|
|
|
7,507
|
|
|
16,503
|
|
|||||
|
|
$
|
138,769
|
|
|
$
|
117,704
|
|
|
$
|
129,037
|
|
|
$
|
128,695
|
|
|
$
|
174,967
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Coverage deficiency (a)
|
|
$
|
(61,757
|
)
|
|
$
|
(119,407
|
)
|
|
$
|
(15,417
|
)
|
|
$
|
(197,582
|
)
|
|
$
|
(824,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Earnings for the years ended November 30, 2012, 2011, 2010, 2009 and 2008 were insufficient to cover fixed charges for the period by $61.8 million, $119.4 million, $15.4 million, $197.6 million and $824.1 million, respectively.
|
Name of Company/Jurisdiction of Incorporation or Formation
|
|
Percentage of
Voting Securities
Owned by
the Registrant
or a
Subsidiary of
the Registrant
|
|
Arizona
|
|
|
|
KB HOME Phoenix Inc.
|
|
|
100
|
KB HOME Sales - Phoenix Inc.
|
|
|
100
|
KB HOME Sales - Tucson Inc.
|
|
|
100
|
KB HOME Tucson Inc.
|
|
|
100
|
|
|
||
California
|
|
|
|
KB HOME Coastal Inc.
|
|
|
100
|
KB HOME Greater Los Angeles Inc.
|
|
|
100
|
KB HOME Insurance Agency Inc.
|
|
|
100
|
KB HOME Sacramento Inc.
|
|
|
100
|
KB HOME South Bay Inc.
|
|
|
100
|
|
|
||
Colorado
|
|
|
|
KB HOME Colorado Inc.
|
|
|
100
|
|
|
||
Delaware
|
|
|
|
KB HOME Charlotte Inc.
|
|
|
100
|
KB HOME DelMarVa LLC
|
|
|
100
|
KB HOME Florida LLC
|
|
|
100
|
KB HOME Fort Myers LLC
|
|
|
100
|
KB HOME Gold Coast LLC
|
|
|
100
|
KB HOME Gulf Coast Inc.
|
|
|
100
|
KB HOME Jacksonville LLC
|
|
|
100
|
KB HOME Maryland LLC
|
|
|
100
|
KB HOME North Carolina Inc.
|
|
|
100
|
KB HOME Orlando LLC
|
|
|
100
|
KB HOME Raleigh-Durham Inc.
|
|
|
100
|
KB HOME South Carolina Inc.
|
|
|
100
|
KB HOME Tampa LLC
|
|
|
100
|
KB HOME Treasure Coast LLC
|
|
|
100
|
KB HOME Virginia Inc.
|
|
|
100
|
KB HOME Wisconsin LLC
|
|
|
100
|
KB Urban Inc.
|
|
|
100
|
|
|
||
Florida
|
|
|
|
KB HOME Title Services Inc.
|
|
|
100
|
|
|
||
Illinois
|
|
|
|
KB HOME Mortgage Company
|
|
|
100
|
Name of Company/Jurisdiction of Incorporation or Formation
|
|
Percentage of
Voting Securities
Owned by
the Registrant
or a
Subsidiary of
the Registrant
|
|
Nevada
|
|
|
|
KB HOME Las Vegas Inc.
|
|
|
100
|
KB HOME Nevada Inc.
|
|
|
100
|
KB HOME Reno Inc.
|
|
|
100
|
|
|
||
New Mexico
|
|
|
|
KB HOME New Mexico Inc.
|
|
|
100
|
|
|
|
|
Texas
|
|
|
|
KB HOME Lone Star Inc.
|
|
|
100
|
KBSA, Inc.
|
|
|
100
|
*
|
Certain subsidiaries have been omitted from this list. These subsidiaries, when considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X.
|
|
(1)
|
Registration Statement (Form S-3 No. 333-176930) of KB Home,
|
|
(2)
|
Registration Statement (Form S-8 No. 333-129273) pertaining to the KB Home 1988 Employee Stock Plan, the KB Home 1998 Stock Incentive Plan, the KB Home Performance-Based Incentive Plan for Senior Management, the KB Home Non-Employee Directors Stock Plan, the KB Home 401(k) Savings Plan, the KB Home 1999 Incentive Plan, the KB Home 2001 Stock Incentive Plan, certain stock grants and the resale of certain shares by officers of the Company,
|
|
(3)
|
Registration Statement (Form S-8 No. 333-168179) pertaining to the KB Home 401(k) Savings Plan, and
|
|
(4)
|
Registration Statements (Form S-8 No. 333-168181 and Form S-8 No. 333-175601) pertaining to the KB Home 2010 Equity Incentive Plan;
|
1.
|
I have reviewed this annual report on Form 10-K of KB Home;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated
|
January 18, 2013
|
|
/s/ JEFFREY T. MEZGER
|
|
|
|
Jeffrey T. Mezger
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of KB Home;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated
|
January 18, 2013
|
|
/s/ JEFF J. KAMINSKI
|
|
|
|
Jeff J. Kaminski
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated
|
January 18, 2013
|
|
/s/ JEFFREY T. MEZGER
|
|
|
|
Jeffrey T. Mezger
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated
|
January 18, 2013
|
|
/s/ JEFF J. KAMINSKI
|
|
|
|
Jeff J. Kaminski
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|