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
|
|
Contra Costa County, Fresno, Los Angeles, Madera, Oakland, Orange County, Riverside, Sacramento, San Bernardino, San Diego, San Francisco, San Jose, Santa Rosa-Petaluma, Stockton, Vallejo, Ventura and Yuba City
|
Southwest
|
|
Arizona
|
|
Phoenix and Tucson
|
|
|
Nevada
|
|
Las Vegas
|
Central
|
|
Colorado
|
|
Denver
|
|
|
New Mexico
|
|
Albuquerque
|
|
|
Texas
|
|
Austin, Dallas, Fort Worth, Houston and San Antonio
|
Southeast
|
|
Florida
|
|
Daytona Beach, Jacksonville, Lakeland, Orlando, Palm Coast, Punta Gorda, Sarasota, Sebastian-Vero Beach and Tampa
|
|
|
Maryland
|
|
Baltimore and Rockville
|
|
|
North Carolina
|
|
Raleigh
|
|
|
Virginia
|
|
Washington, D.C.
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
West Coast:
|
|
|
|
|
|
||||||
Homes delivered
|
1,913
|
|
|
2,179
|
|
|
1,945
|
|
|||
Percentage of total homes delivered
|
27
|
%
|
|
31
|
%
|
|
31
|
%
|
|||
Average selling price
|
$
|
569,700
|
|
|
$
|
467,800
|
|
|
$
|
388,300
|
|
Total revenues (a)
|
$
|
1,089.9
|
|
|
$
|
1,020.2
|
|
|
$
|
755.3
|
|
Southwest:
|
|
|
|
|
|
||||||
Homes delivered
|
736
|
|
|
738
|
|
|
683
|
|
|||
Percentage of total homes delivered
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|||
Average selling price
|
$
|
271,100
|
|
|
$
|
237,500
|
|
|
$
|
193,900
|
|
Total revenues
|
$
|
199.5
|
|
|
$
|
175.3
|
|
|
$
|
132.4
|
|
Central:
|
|
|
|
|
|
||||||
Homes delivered
|
3,098
|
|
|
2,841
|
|
|
2,566
|
|
|||
Percentage of total homes delivered
|
43
|
%
|
|
40
|
%
|
|
41
|
%
|
|||
Average selling price
|
$
|
223,800
|
|
|
$
|
198,900
|
|
|
$
|
170,100
|
|
Total revenues (a)
|
$
|
698.4
|
|
|
$
|
565.1
|
|
|
$
|
436.4
|
|
Southeast:
|
|
|
|
|
|
||||||
Homes delivered
|
1,468
|
|
|
1,387
|
|
|
1,088
|
|
|||
Percentage of total homes delivered
|
20
|
%
|
|
19
|
%
|
|
17
|
%
|
|||
Average selling price
|
$
|
263,600
|
|
|
$
|
233,900
|
|
|
$
|
206,200
|
|
Total revenues (a)
|
$
|
401.9
|
|
|
$
|
324.4
|
|
|
$
|
224.3
|
|
Total:
|
|
|
|
|
|
||||||
Homes delivered
|
7,215
|
|
|
7,145
|
|
|
6,282
|
|
|||
Average selling price
|
$
|
328,400
|
|
|
$
|
291,700
|
|
|
$
|
246,500
|
|
Total revenues (a)
|
$
|
2,389.6
|
|
|
$
|
2,085.0
|
|
|
$
|
1,548.4
|
|
(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 identified preferred markets and submarkets that meet our investment return standards and market positioning (or “marketing”) strategy;
|
•
|
using our knowledge of consumer preferences to design, offer, construct and deliver products that meet the needs and interests of the largest demographic of homebuyers in our served markets. Historically, this demographic has been comprised of first-time and move-up homebuyers;
|
•
|
in general, commencing construction of a home only after a purchase contract has been signed with a buyer and preliminary credit approval or other evidence of the buyer’s financial ability to purchase the home has been obtained;
|
•
|
building a backlog of orders and minimizing the cycle time from the start of construction to the delivery of homes to buyers;
|
•
|
establishing an even flow production of high-quality homes at the lowest possible cost; and
|
•
|
offering customers a distinct homebuying experience designed to offer the best combination of value and choice through affordable sales prices plus the opportunity to customize their homes as they desire with choices of lot location within a community, various house elevations and floor plans (“product premiums”) and numerous interior and exterior design options and upgrades available at our design studios.
|
•
|
achieving and maintaining profitability at the scale of prevailing market conditions;
|
•
|
generating cash and strengthening our balance sheet; and
|
•
|
positioning our business to capitalize on future growth opportunities.
|
•
|
Generating Returns on Targeted Land Investment
: Maintaining ownership or control of a forecasted three-to-five year base supply of developed or developable land subject to our investment return and marketing standards while accelerating our land development activities, predominantly in attractive growth markets. We invested approximately
$1.47 billion
in land and land development in 2014 and approximately
$1.14 billion
in 2013. This substantial investment contributed to year-over-year increases in our community count, revenues, average selling prices and housing gross profits in 2014. While we intend to selectively acquire or control additional land parcels that meet our investment return and marketing standards in 2015, given our present land pipeline, we expect our investment in land and land development will moderate on an overall basis compared to the prior year, and that a higher proportion of our investment will be dedicated to land development in order to advance the conversion of our owned land into new home communities open for sales and, in turn, generate additional net orders, homes delivered, revenues and cash. With this investment orientation, we anticipate that our community count in 2015 will be higher than in 2014, depending on sales absorption rates and the timing of community close-outs.
|
•
|
Net Order Value Growth
: In tandem with our community count expansion and land investment and activation initiatives, optimizing our land assets by increasing revenues per community open for sales through an intense focus on balancing sales pace and selling prices. In addition, through KBnxt, we have opportunities to generate incremental earnings from the higher home selling prices that accompany sales of lot and product premiums and design studio options and upgrades. In 2014, our KBnxt-based sales strategies helped to grow the year-over-year value of our net orders by
20%
, following a
24%
year-over-year rise in 2013. Our net order value for a given period represents the potential future housing revenues associated with net orders, including various lot and product premiums, and homebuyer spending on design studio options and upgrades for homes in backlog during the same period.
|
•
|
Organizational and Production Efficiency
: Continuously working to expand our housing gross profit margins by aligning our management resources, personnel levels and overhead costs with our growth platform, community count and home delivery expectations and business needs, and by streamlining and constantly improving, to the extent possible, our home construction process and operational activities. In addition to even flow production scheduling, our home construction process includes developing and refining a standardized set of value-engineered home designs in ways that allow us to meet the needs of our primary customer base in a variety of different markets, shorten cycle times and lower direct construction costs. It also includes taking advantage of economies of scale in contracting for building materials and subcontracted trade labor, and leveraging our organizational infrastructure in our served markets.
|
•
|
refine our products and construction process to limit the materials needed to build our homes, and continuously look at ways to reduce construction and office waste;
|
•
|
build all of our new homes to the U.S. Environmental Protection Agency’s (“EPA”) ENERGY STAR® Version 3 standards;
|
•
|
build an increasing percentage of our homes to meet the EPA’s Watersense® specifications for water use efficiency;
|
•
|
build our homes with Watersense labeled fixtures;
|
•
|
seek out and utilize innovative technologies and systems to further improve the energy and water efficiency of our homes;
|
•
|
engage in campaigns and other educational efforts, sometimes together with other companies, organizations and groups, to increase consumer awareness of the importance and impact of sustainability in selecting a home and the products within a home;
|
•
|
developed an Energy Performance Guide®, or EPG®, that informs our homebuyers of the relative energy efficiency and the 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
|
•
|
created and are adding more net-zero energy and zero freshwater design options, under a program called Double ZeroHouse™ 3.0, that are available in select markets.
|
For the Years Ended November 30,
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
|||||
2014
|
|
43
|
|
|
21
|
|
|
84
|
|
|
52
|
|
|
200
|
|
2013
|
|
41
|
|
|
18
|
|
|
82
|
|
|
41
|
|
|
182
|
|
|
Homes Under
Construction and Land
Under Development
|
|
Land Held for Future
Development
|
|
Land Under
Option
|
|
Total Land
Owned or
Under Option
|
||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
West Coast
|
5,467
|
|
|
4,414
|
|
|
3,157
|
|
|
3,348
|
|
|
4,210
|
|
|
4,850
|
|
|
12,834
|
|
|
12,612
|
|
Southwest
|
6,985
|
|
|
2,318
|
|
|
2,255
|
|
|
7,552
|
|
|
317
|
|
|
2,347
|
|
|
9,557
|
|
|
12,217
|
|
Central
|
13,692
|
|
|
10,873
|
|
|
1,339
|
|
|
1,451
|
|
|
4,098
|
|
|
10,482
|
|
|
19,129
|
|
|
22,806
|
|
Southeast
|
4,618
|
|
|
3,734
|
|
|
3,879
|
|
|
4,665
|
|
|
2,181
|
|
|
5,061
|
|
|
10,678
|
|
|
13,460
|
|
Total
|
30,762
|
|
|
21,339
|
|
|
10,630
|
|
|
17,016
|
|
|
10,806
|
|
|
22,740
|
|
|
52,198
|
|
|
61,095
|
|
|
Homes Under
Construction and Land
Under Development
|
|
Land Held for Future
Development
|
|
Land Under
Option
|
|
Total Land
Owned or
Under Option
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
West Coast
|
$
|
1,257,776
|
|
|
$
|
797,540
|
|
|
$
|
284,889
|
|
|
$
|
297,420
|
|
|
$
|
53,815
|
|
|
$
|
49,224
|
|
|
$
|
1,596,480
|
|
|
$
|
1,144,184
|
|
Southwest
|
398,436
|
|
|
141,153
|
|
|
138,367
|
|
|
157,924
|
|
|
1,902
|
|
|
5,162
|
|
|
538,705
|
|
|
304,239
|
|
||||||||
Central
|
550,761
|
|
|
383,210
|
|
|
22,957
|
|
|
15,193
|
|
|
14,336
|
|
|
12,673
|
|
|
588,054
|
|
|
411,076
|
|
||||||||
Southeast
|
359,482
|
|
|
265,708
|
|
|
121,468
|
|
|
158,992
|
|
|
14,198
|
|
|
14,378
|
|
|
495,148
|
|
|
439,078
|
|
||||||||
Total
|
$
|
2,566,455
|
|
|
$
|
1,587,611
|
|
|
$
|
567,681
|
|
|
$
|
629,529
|
|
|
$
|
84,251
|
|
|
$
|
81,437
|
|
|
$
|
3,218,387
|
|
|
$
|
2,298,577
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Homes delivered
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
346
|
|
|
161
|
|
|
595
|
|
|
340
|
|
|
1,442
|
|
|||||
Second
|
484
|
|
|
175
|
|
|
765
|
|
|
327
|
|
|
1,751
|
|
|||||
Third
|
458
|
|
|
185
|
|
|
807
|
|
|
343
|
|
|
1,793
|
|
|||||
Fourth
|
625
|
|
|
215
|
|
|
931
|
|
|
458
|
|
|
2,229
|
|
|||||
Total
|
1,913
|
|
|
736
|
|
|
3,098
|
|
|
1,468
|
|
|
7,215
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
509
|
|
|
140
|
|
|
571
|
|
|
265
|
|
|
1,485
|
|
|||||
Second
|
594
|
|
|
211
|
|
|
637
|
|
|
355
|
|
|
1,797
|
|
|||||
Third
|
555
|
|
|
194
|
|
|
757
|
|
|
319
|
|
|
1,825
|
|
|||||
Fourth
|
521
|
|
|
193
|
|
|
876
|
|
|
448
|
|
|
2,038
|
|
|||||
Total
|
2,179
|
|
|
738
|
|
|
2,841
|
|
|
1,387
|
|
|
7,145
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Net orders
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
506
|
|
|
181
|
|
|
757
|
|
|
321
|
|
|
1,765
|
|
|||||
Second
|
583
|
|
|
211
|
|
|
1,085
|
|
|
390
|
|
|
2,269
|
|
|||||
Third
|
529
|
|
|
198
|
|
|
745
|
|
|
355
|
|
|
1,827
|
|
|||||
Fourth
|
468
|
|
|
282
|
|
|
652
|
|
|
304
|
|
|
1,706
|
|
|||||
Total
|
2,086
|
|
|
872
|
|
|
3,239
|
|
|
1,370
|
|
|
7,567
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
530
|
|
|
199
|
|
|
653
|
|
|
289
|
|
|
1,671
|
|
|||||
Second
|
587
|
|
|
189
|
|
|
968
|
|
|
418
|
|
|
2,162
|
|
|||||
Third
|
427
|
|
|
180
|
|
|
743
|
|
|
386
|
|
|
1,736
|
|
|||||
Fourth
|
371
|
|
|
188
|
|
|
663
|
|
|
334
|
|
|
1,556
|
|
|||||
Total
|
1,915
|
|
|
756
|
|
|
3,027
|
|
|
1,427
|
|
|
7,125
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net orders — value, in thousands
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
299,283
|
|
|
$
|
48,388
|
|
|
$
|
168,973
|
|
|
$
|
83,528
|
|
|
$
|
600,172
|
|
Second
|
344,671
|
|
|
56,512
|
|
|
250,381
|
|
|
111,592
|
|
|
763,156
|
|
|||||
Third
|
305,840
|
|
|
50,692
|
|
|
178,657
|
|
|
94,059
|
|
|
629,248
|
|
|||||
Fourth
|
267,796
|
|
|
75,040
|
|
|
157,673
|
|
|
86,866
|
|
|
587,375
|
|
|||||
Total
|
$
|
1,217,590
|
|
|
$
|
230,632
|
|
|
$
|
755,684
|
|
|
$
|
376,045
|
|
|
$
|
2,579,951
|
|
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
261,342
|
|
|
$
|
43,706
|
|
|
$
|
133,492
|
|
|
$
|
68,263
|
|
|
$
|
506,803
|
|
Second
|
292,769
|
|
|
49,246
|
|
|
198,621
|
|
|
99,002
|
|
|
639,638
|
|
|||||
Third
|
227,119
|
|
|
44,885
|
|
|
160,566
|
|
|
96,352
|
|
|
528,922
|
|
|||||
Fourth
|
194,888
|
|
|
53,248
|
|
|
144,255
|
|
|
89,311
|
|
|
481,702
|
|
|||||
Total
|
$
|
976,118
|
|
|
$
|
191,085
|
|
|
$
|
636,934
|
|
|
$
|
352,928
|
|
|
$
|
2,157,065
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cancellation rates
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
21
|
%
|
|
27
|
%
|
|
37
|
%
|
|
29
|
%
|
|
30
|
%
|
|||||
Second
|
19
|
|
|
25
|
|
|
31
|
|
|
30
|
|
|
28
|
|
|||||
Third
|
19
|
|
|
24
|
|
|
38
|
|
|
32
|
|
|
31
|
|
|||||
Fourth
|
27
|
|
|
24
|
|
|
43
|
|
|
43
|
|
|
37
|
|
|||||
Total
|
21
|
%
|
|
25
|
%
|
|
37
|
%
|
|
34
|
%
|
|
31
|
%
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
23
|
%
|
|
22
|
%
|
|
39
|
%
|
|
34
|
%
|
|
32
|
%
|
|||||
Second
|
20
|
|
|
23
|
|
|
32
|
|
|
22
|
|
|
27
|
|
|||||
Third
|
25
|
|
|
24
|
|
|
41
|
|
|
27
|
|
|
33
|
|
|||||
Fourth
|
29
|
|
|
25
|
|
|
44
|
|
|
31
|
|
|
36
|
|
|||||
Total
|
24
|
%
|
|
24
|
%
|
|
39
|
%
|
|
28
|
%
|
|
32
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Ending backlog — homes
|
|
|
|
|
|
|
|
|
|||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
580
|
|
|
208
|
|
|
1,510
|
|
|
582
|
|
|
2,880
|
|
|||||
Second
|
679
|
|
|
244
|
|
|
1,830
|
|
|
645
|
|
|
3,398
|
|
|||||
Third
|
750
|
|
|
257
|
|
|
1,768
|
|
|
657
|
|
|
3,432
|
|
|||||
Fourth
|
593
|
|
|
324
|
|
|
1,489
|
|
|
503
|
|
|
2,909
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
705
|
|
|
242
|
|
|
1,231
|
|
|
585
|
|
|
2,763
|
|
|||||
Second
|
698
|
|
|
220
|
|
|
1,562
|
|
|
648
|
|
|
3,128
|
|
|||||
Third
|
570
|
|
|
206
|
|
|
1,548
|
|
|
715
|
|
|
3,039
|
|
|||||
Fourth
|
420
|
|
|
201
|
|
|
1,335
|
|
|
601
|
|
|
2,557
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending backlog — value, in thousands
|
|
|
|
|
|
|
|||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
328,676
|
|
|
$
|
57,648
|
|
|
$
|
320,926
|
|
|
$
|
144,303
|
|
|
$
|
851,553
|
|
Second
|
389,402
|
|
|
67,060
|
|
|
405,850
|
|
|
163,565
|
|
|
1,025,877
|
|
|||||
Third
|
463,643
|
|
|
69,621
|
|
|
396,838
|
|
|
174,038
|
|
|
1,104,140
|
|
|||||
Fourth
|
355,651
|
|
|
82,140
|
|
|
334,007
|
|
|
142,227
|
|
|
914,025
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
287,970
|
|
|
$
|
54,604
|
|
|
$
|
235,759
|
|
|
$
|
125,560
|
|
|
$
|
703,893
|
|
Second
|
337,878
|
|
|
48,524
|
|
|
296,949
|
|
|
143,262
|
|
|
826,613
|
|
|||||
Third
|
276,031
|
|
|
48,646
|
|
|
315,900
|
|
|
167,906
|
|
|
808,483
|
|
|||||
Fourth
|
206,308
|
|
|
50,858
|
|
|
279,424
|
|
|
145,899
|
|
|
682,489
|
|
Item 1A.
|
RISK FACTORS
|
•
|
weak general economic, income and employment growth;
|
•
|
high consumer debt levels, including elevated student loan balances;
|
•
|
delinquencies, defaults and foreclosures on mortgage loans;
|
•
|
homeowners whose outstanding principal balance on their mortgage loan exceeds the market value of their home;
|
•
|
volatility and uncertainty in domestic and international financial, credit and consumer lending markets; and
|
•
|
tight lending standards and practices for mortgage loans that limit consumers’ ability to qualify for mortgage financing to purchase a home.
|
•
|
short- and long-term interest rates;
|
•
|
employment levels and job and personal income growth;
|
•
|
consumer debt levels;
|
•
|
housing demand from population growth, household formation and other demographic changes;
|
•
|
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;
|
•
|
mortgage loan programs (including changes in FHA, Fannie Mae- and Freddie Mac-conforming mortgage loan limits, credit risk/mortgage loan insurance premiums and/or other costs or fees, down payment requirements and underwriting standards), and federal and state regulation, oversight, guidance and legal action regarding lending, home value appraisal, foreclosure and short sale practices;
|
•
|
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 acquisition and development, direct construction or overhead costs or inflation;
|
•
|
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, or at all;
|
•
|
difficulty in our acquiring raw materials and skilled management and subcontracted 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, inventory-related investments, debt service requirements or other business needs, including, but not limited to, supporting our strategic growth initiatives and operational actions;
|
•
|
limit our ability to maintain compliance with the financial covenants of the Credit Facility or to renew or, if necessary or desirable, expand the capacity of the Credit Facility;
|
•
|
limit our ability to renew or, if necessary or desirable, expand the capacity of any letter of credit facilities (including the LOC Facilities), and to obtain performance bonds in the ordinary course of our business;
|
•
|
limit our ability to pay dividends on shares of our common stock;
|
•
|
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, including investments in our business;
|
•
|
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
|
|
59
|
|
President and Chief Executive Officer (b)
|
|
2006
|
|
21
|
|
|
|
|
Jeff J. Kaminski
|
|
53
|
|
Executive Vice President and Chief Financial Officer
|
|
2010
|
|
4
|
|
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
|
Albert Z. Praw
|
|
66
|
|
Executive Vice President, Real Estate and Business Development
|
|
2011
|
|
18 (c)
|
|
Chief Executive Officer, Landstone Communities, LLC (a real estate development company)
|
|
2006-2011
|
Brian J. Woram
|
|
54
|
|
Executive Vice President and General Counsel
|
|
2010
|
|
4
|
|
Senior Vice President and Chief Legal Officer, H&R Block, Inc. (a provider of tax, banking and business and consulting services)
|
|
2009-2010
|
William R. Hollinger
|
|
56
|
|
Senior Vice President and Chief Accounting Officer
|
|
2007
|
|
27
|
|
|
|
|
Thomas F. Norton
|
|
44
|
|
Senior Vice President, Human Resources
|
|
2009
|
|
6
|
|
|
|
|
(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, 2014
|
|
Year Ended November 30, 2013
|
||||||||||||||||||||||||||||
|
High
|
|
Low
|
|
Dividends
Declared
|
|
Dividends
Paid
|
|
High
|
|
Low
|
|
Dividends
Declared
|
|
Dividends
Paid
|
||||||||||||||||
First Quarter
|
$
|
20.78
|
|
|
$
|
16.38
|
|
|
$
|
.0250
|
|
|
$
|
.0250
|
|
|
$
|
20.04
|
|
|
$
|
13.86
|
|
|
$
|
.0250
|
|
|
$
|
.0250
|
|
Second Quarter
|
20.72
|
|
|
15.40
|
|
|
.0250
|
|
|
.0250
|
|
|
25.14
|
|
|
18.21
|
|
|
.0250
|
|
|
.0250
|
|
||||||||
Third Quarter
|
18.98
|
|
|
16.06
|
|
|
.0250
|
|
|
.0250
|
|
|
22.49
|
|
|
15.57
|
|
|
.0250
|
|
|
.0250
|
|
||||||||
Fourth Quarter
|
18.10
|
|
|
13.75
|
|
|
.0250
|
|
|
.0250
|
|
|
18.98
|
|
|
15.48
|
|
|
.0250
|
|
|
.0250
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
KB Home
|
$
|
100
|
|
|
$
|
85
|
|
|
$
|
57
|
|
|
$
|
112
|
|
|
$
|
138
|
|
|
$
|
139
|
|
S&P 500 Index
|
100
|
|
|
110
|
|
|
119
|
|
|
138
|
|
|
179
|
|
|
210
|
|
||||||
Dow Jones US Home Construction Index
|
100
|
|
|
91
|
|
|
99
|
|
|
173
|
|
|
181
|
|
|
217
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
Years Ended November 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
2,389,643
|
|
|
$
|
2,084,978
|
|
|
$
|
1,548,432
|
|
|
$
|
1,305,562
|
|
|
$
|
1,581,763
|
|
Financial services
|
11,306
|
|
|
12,152
|
|
|
11,683
|
|
|
10,304
|
|
|
8,233
|
|
|||||
Total
|
$
|
2,400,949
|
|
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
$
|
1,589,996
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
115,969
|
|
|
$
|
92,084
|
|
|
$
|
(20,256
|
)
|
|
$
|
(103,074
|
)
|
|
$
|
(16,045
|
)
|
Financial services
|
7,860
|
|
|
9,110
|
|
|
8,692
|
|
|
6,792
|
|
|
5,114
|
|
|||||
Total
|
$
|
123,829
|
|
|
$
|
101,194
|
|
|
$
|
(11,564
|
)
|
|
$
|
(96,282
|
)
|
|
$
|
(10,931
|
)
|
Pretax income (loss)
|
$
|
94,949
|
|
|
$
|
38,363
|
|
|
$
|
(79,053
|
)
|
|
$
|
(181,168
|
)
|
|
$
|
(76,368
|
)
|
Net income (loss) (a)
|
$
|
918,349
|
|
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
$
|
(69,368
|
)
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
10.26
|
|
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
Diluted
|
$
|
9.25
|
|
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
Cash dividends declared per common share
|
$
|
.1000
|
|
|
$
|
.1000
|
|
|
$
|
.1375
|
|
|
$
|
.2500
|
|
|
$
|
.2500
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
4,747,064
|
|
|
$
|
3,183,595
|
|
|
$
|
2,557,243
|
|
|
$
|
2,480,369
|
|
|
$
|
3,080,306
|
|
Financial services
|
10,486
|
|
|
10,040
|
|
|
4,455
|
|
|
32,173
|
|
|
29,443
|
|
|||||
Total
|
$
|
4,757,550
|
|
|
$
|
3,193,635
|
|
|
$
|
2,561,698
|
|
|
$
|
2,512,542
|
|
|
$
|
3,109,749
|
|
Notes payable
|
$
|
2,576,525
|
|
|
$
|
2,150,498
|
|
|
$
|
1,722,815
|
|
|
$
|
1,583,571
|
|
|
$
|
1,775,529
|
|
Stockholders’ equity
|
$
|
1,595,910
|
|
|
$
|
536,086
|
|
|
$
|
376,806
|
|
|
$
|
442,657
|
|
|
$
|
631,878
|
|
Homebuilding Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net orders
|
7,567
|
|
|
7,125
|
|
|
6,703
|
|
|
6,632
|
|
|
6,556
|
|
|||||
Unit backlog
|
2,909
|
|
|
2,557
|
|
|
2,577
|
|
|
2,156
|
|
|
1,336
|
|
|||||
Homes delivered
|
7,215
|
|
|
7,145
|
|
|
6,282
|
|
|
5,812
|
|
|
7,346
|
|
(a)
|
Net income for the year ended November 30, 2014 included the impact of an
$825.2 million
deferred tax asset valuation allowance reversal in the 2014 fourth quarter.
|
Item 7.
|
MANAGEMENT
’
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
2,389,643
|
|
|
$
|
2,084,978
|
|
|
$
|
1,548,432
|
|
|
15
|
%
|
|
35
|
%
|
Financial services
|
11,306
|
|
|
12,152
|
|
|
11,683
|
|
|
(7
|
)
|
|
4
|
|
|||
Total
|
$
|
2,400,949
|
|
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
|
14
|
%
|
|
34
|
%
|
Pretax income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
86,403
|
|
|
$
|
28,179
|
|
|
$
|
(89,936
|
)
|
|
207
|
%
|
|
(a)
|
|
Financial services
|
8,546
|
|
|
10,184
|
|
|
10,883
|
|
|
(16
|
)
|
|
(6
|
)%
|
|||
Total pretax income (loss)
|
94,949
|
|
|
38,363
|
|
|
(79,053
|
)
|
|
148
|
%
|
|
(a)
|
|
|||
Income tax benefit
|
823,400
|
|
|
1,600
|
|
|
20,100
|
|
|
(a)
|
|
|
(92
|
)%
|
|||
Net income (loss)
|
$
|
918,349
|
|
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
(a)
|
|
|
(a)
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
10.26
|
|
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
|
(a)
|
|
|
(a)
|
|
Diluted
|
$
|
9.25
|
|
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
|
(a)
|
|
|
(a)
|
|
•
|
Profitability
. We generated pretax income of
$94.9 million
for 2014, up
148%
over the prior year, and have produced pretax income for six consecutive quarters totaling
$149.8 million
.
|
•
|
Deferred Tax Asset Valuation Allowance
. We reversed a substantial portion of our deferred tax asset valuation allowance at November 30, 2014, largely due to our consistent profitability. Among other things, the reversal nearly tripled our stockholders’ equity, significantly reduced our debt leverage ratio, and, going forward, enables us to potentially shelter, on a cash basis, more than
$2 billion
of future earnings from income taxes. The reversal also helped drive our net income to
$918.3 million
for the year.
|
•
|
Community Count Expansion
. Our average community count of
214
for the 2014 fourth quarter increased
13%
from the year-earlier quarter, and our average community count of
200
for the year ended November 30, 2014 rose
10%
from 2013, reflecting our investments in land and land development in 2014 and 2013. Consistent with our strategic investment orientation, a higher proportion of our new home communities are located in submarkets that feature homebuyers with higher household incomes
|
•
|
Backlog and Future Growth
. Our higher net orders in 2014 helped drive a
14%
year-over-year expansion in our backlog to
2,909
homes at November 30, 2014. Our year-end backlog represented potential future housing revenues of
$914.0 million
, an increase of
34%
from the prior year, reflecting the higher number of homes in backlog and the higher average selling price of those homes. Our homes in backlog and backlog value at November 30, 2014 reached their highest year-end levels since 2007.
|
•
|
Revenues
. Total revenues of
$2.40 billion
for the year ended November 30, 2014 rose
14%
from
$2.10 billion
for 2013, primarily due to an increase in housing revenues. Housing revenues grew
14%
to
$2.37 billion
in 2014 from
$2.08 billion
in 2013, reflecting increases in both the number of homes delivered and the overall average selling price of those homes. In 2014, our total revenues included land sale revenues of
$20.0 million
compared to
$.9 million
in 2013. Also included in our total revenues were financial services revenues of
$11.3 million
in 2014 and
$12.2 million
in 2013.
|
◦
|
Homes Delivered
. We delivered
7,215
homes in 2014, up
1%
from
7,145
homes delivered in 2013.
|
◦
|
Average Selling Price
. Our overall average selling price of homes delivered increased
13%
to
$328,400
in 2014 from
$291,700
in 2013.
|
•
|
Homebuilding Operating Income.
Our homebuilding operating income grew
$23.9 million
, or
26%
, to
$116.0 million
in 2014, compared to
$92.1 million
in 2013. In 2014, our homebuilding operating income included
$37.6 million
of inventory impairment charges, of which
$26.6 million
related to planned future land sales, and
$1.8 million
of land option contract abandonment charges. In 2013, our homebuilding operating income included a net warranty charge of
$32.0 million
associated with water intrusion-related repairs of homes at certain of our communities in central and southwest Florida, and
$3.6 million
of inventory impairment and land option contract abandonment charges. As a percentage of homebuilding revenues, our operating income improved to
4.9%
in 2014 from
4.4%
in 2013.
|
◦
|
Housing Gross Profits
. Housing gross profits of
$429.5 million
in 2014 increased by
$81.7 million
, or
24%
, from
$347.8 million
in 2013, reflecting the higher volume of homes delivered and a higher housing gross profit margin. Included in our housing gross profits were
$12.8 million
of inventory impairment and land option contract abandonment charges in 2014 and the above-mentioned inventory impairment and land option contract abandonment charges and net warranty charge in 2013. Our housing gross profit margin improved by
140
basis points to
18.1%
in 2014 from
16.7%
in 2013. Excluding the housing inventory- and warranty-related charges in 2014 and 2013, our adjusted housing gross profit margin improved by
30
basis points to
18.7%
in 2014 from
18.4%
in 2013. The calculation of adjusted housing gross profit margin, which we believe provides a clearer measure of the performance of our business, is described below under “Non-GAAP Financial Measures.”
|
◦
|
Selling, General and Administrative Expenses.
Our
selling, general and administrative expenses increased to
$288.0 million
in 2014 from
$255.8 million
in 2013. Selling, general and administrative expenses for 2013 included the reversal of a previously established accrual of $8.2 million due to a favorable court decision. As a percentage of housing revenues, to which these expenses are most closely correlated, selling, general and administrative expenses improved slightly to
12.2%
in 2014 compared to
12.3%
in 2013.
|
•
|
Interest Expense.
Interest expense of
$30.8 million
for 2014 decreased from
$62.7 million
for 2013, reflecting an increase in the amount of our inventory qualifying for interest capitalization in 2014. In addition, interest expense in 2013 included a
$10.4 million
loss on the early extinguishment of debt associated with the retirement of certain of our senior notes.
|
•
|
Income Taxes.
We recognized an income tax benefit of
$823.4 million
in 2014 and
$1.6 million
in 2013. The income tax benefit increased in 2014 primarily due to the reversal of
$825.2 million
of our deferred tax asset valuation allowance in the fourth quarter of 2014.
|
•
|
Net Income
. We generated net income of
$918.3 million
, or
$9.25
per diluted share, in 2014, compared to
$40.0 million
, or
$.46
per diluted share, in 2013. Our net income for 2014 included the above-mentioned income tax benefit and a
$3.2 million
gain on the sale of our interest in an unconsolidated joint venture in Maryland, which were partly offset by the
$39.4 million
of inventory impairment and land option contract abandonment charges noted above. Our net income for 2013 included the above-described net warranty charge, a loss on the early extinguishment of debt, inventory impairment and land option contract abandonment charges, and the reversal of a previously established accrual. Our 2013 net income also included the above-mentioned income tax benefit.
|
•
|
Cash, Cash Equivalents and Restricted Cash
. Our cash, cash equivalents and restricted cash totaled
$383.6 million
at November 30, 2014, compared to
$572.0 million
at November 30, 2013. Of our total cash, cash equivalents and restricted cash at November 30, 2014 and 2013,
$356.4 million
and
$530.1 million
, respectively, was unrestricted. The decrease in total cash, cash equivalents and restricted cash was primarily due to our investments in land and land development during 2014, partly offset by total net proceeds of
$531.6 million
from the concurrent underwritten public issuances of the 4.75% senior notes due 2019 (the “4.75% Senior Notes due 2019”) and 7,986,111 shares of our common stock, par value
$1.00
per share, at an offering price of
$18.00
per share (the “2014 Common Stock Offering”).
|
•
|
Inventories.
Reflecting our investment in land and land development of
$1.47 billion
and the distributions of
$90.1 million
of land and land development we received in 2014 from our unconsolidated joint venture Inspirada Builders, LLC (“Inspirada”), our inventory balance of
$3.22 billion
at November 30, 2014 increased
40%
from
$2.30 billion
at November 30, 2013.
|
•
|
Investments in Unconsolidated Joint Ventures.
Our investments in unconsolidated joint ventures decreased to
$79.4 million
at November 30, 2014 from
$130.2 million
at November 30, 2013, primarily due to the distributions of land and land development we received from Inspirada and the above-noted sale of our interest in an unconsolidated joint venture in Maryland during 2014. These transactions were partly offset by capital contributions we made to several of our unconsolidated joint ventures during 2014.
|
•
|
Notes Payable
. Our debt balance increased to
$2.58 billion
at November 30, 2014 from
$2.15 billion
at November 30, 2013, reflecting the underwritten public issuance of the 4.75% Senior Notes due 2019. Our ratio of debt to capital improved to
61.8%
at November 30, 2014, compared to
80.0%
at November 30, 2013. Our ratio of net debt to capital (a calculation that is described below under “Non-GAAP Financial Measures”) also improved to
57.9%
at November 30, 2014 from
74.6%
at November 30, 2013. These improvements were primarily due to the year-over-year increase in our stockholders’ equity at November 30, 2014.
|
•
|
Stockholders’ Equity.
Our stockholders’ equity expanded to $
1.60 billion
at November 30, 2014 from
$536.1 million
at November 30, 2013, primarily due to the net income we generated in 2014, which included the income tax benefit from the reversal of a substantial portion of our deferred tax asset valuation allowance, and the 2014 Common Stock Offering.
|
|
|
Years Ended November 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Net orders
|
|
7,567
|
|
|
7,125
|
|
||
Net order value
|
|
$
|
2,579,951
|
|
|
$
|
2,157,065
|
|
Cancellation rate
|
|
31
|
%
|
|
32
|
%
|
||
Ending backlog — homes
|
|
2,909
|
|
|
2,557
|
|
||
Ending backlog — value
|
|
$
|
914,025
|
|
|
$
|
682,489
|
|
Ending community count
|
|
227
|
|
|
191
|
|
||
Average community count
|
|
200
|
|
|
182
|
|
•
|
Net Orders
. Net orders from our homebuilding operations increased
6%
to
7,567
in 2014 from
7,125
in 2013, reflecting our higher average community count and our continued emphasis on balancing home selling prices and the pace of net orders to optimize the performance of our communities.
|
◦
|
The year-over-year growth in our overall net orders reflected increases of
9%
,
15%
and
7%
in our West Coast, Southwest and Central homebuilding reporting segments, respectively, partly offset by a
4%
decrease in our Southeast homebuilding reporting segment.
|
◦
|
The overall value of the net orders we generated in 2014 increased
20%
to
$2.58 billion
from
$2.16 billion
in 2013.
|
◦
|
Each of our homebuilding reporting segments generated year-over-year growth in net order value in 2014, with our West Coast homebuilding reporting segment up
25%
to
$1.22 billion
, our Southwest homebuilding reporting segment up
21%
to
$230.6 million
, our Central homebuilding reporting segment up
19%
to
$755.7 million
, and our Southeast homebuilding reporting segment up
7%
to
$376.0 million
.
|
◦
|
Our cancellation rate was
31%
in 2014, compared to
32%
in 2013.
|
•
|
Backlog
. Our backlog at November 30, 2014 was comprised of
2,909
homes, representing potential future housing revenues of
$914.0 million
, and at November 30, 2013 was comprised of
2,557
homes, representing potential future housing revenues of
$682.5 million
. The number of homes in our ending backlog rose
14%
year over year, reflecting the
6%
year-over-year increase in our net orders in 2014. The potential future housing revenues in our backlog at November 30, 2014 grew
34%
from the prior year due to the increased number of homes in our backlog and the higher average selling price of those homes. Substantially all of the homes in our backlog at November 30, 2014 are expected to be delivered during the year ending November 30, 2015.
|
•
|
Community Count
. Overall, our average community count for the year ended November 30, 2014 increased
10%
to
200
from
182
as of November 30, 2013, while our ending community count increased
19%
from the year-earlier period. The year-over-year growth reflected our strategic community positioning efforts and increased land and land development activities, which resulted in our opening more new communities for sales in 2014 than in the prior year. In addition, our average community count increased on a year-over-year basis in each of our homebuilding reporting segments. With the substantial inventory-related investments we made in 2014 and the investments we are planning to make in 2015, we expect that our overall community count will continue to increase in 2015, depending on sales absorption rates and the timing of community close-outs.
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Housing
|
$
|
2,369,633
|
|
|
$
|
2,084,103
|
|
|
$
|
1,548,432
|
|
Land
|
20,010
|
|
|
875
|
|
|
—
|
|
|||
Total
|
2,389,643
|
|
|
2,084,978
|
|
|
1,548,432
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Construction and land costs
|
|
|
|
|
|
||||||
Housing
|
(1,940,100
|
)
|
|
(1,736,320
|
)
|
|
(1,332,045
|
)
|
|||
Land
|
(45,551
|
)
|
|
(766
|
)
|
|
—
|
|
|||
Total
|
(1,985,651
|
)
|
|
(1,737,086
|
)
|
|
(1,332,045
|
)
|
|||
Selling, general and administrative expenses
|
(288,023
|
)
|
|
(255,808
|
)
|
|
(236,643
|
)
|
|||
Total
|
(2,273,674
|
)
|
|
(1,992,894
|
)
|
|
(1,568,688
|
)
|
|||
Operating income (loss)
|
$
|
115,969
|
|
|
$
|
92,084
|
|
|
$
|
(20,256
|
)
|
Homes delivered
|
7,215
|
|
|
7,145
|
|
|
6,282
|
|
|||
Average selling price
|
$
|
328,400
|
|
|
$
|
291,700
|
|
|
$
|
246,500
|
|
Housing gross profit margin as a percentage of housing revenues
|
18.1
|
%
|
|
16.7
|
%
|
|
14.0
|
%
|
|||
Adjusted housing gross profit margin as a percentage of housing revenues
|
18.7
|
%
|
|
18.4
|
%
|
|
13.5
|
%
|
|||
Selling, general and administrative expenses as a percentage of housing revenues
|
12.2
|
%
|
|
12.3
|
%
|
|
15.3
|
%
|
|||
Operating income (loss) as a percentage of homebuilding revenues
|
4.9
|
%
|
|
4.4
|
%
|
|
(1.3
|
)%
|
|
|
Years Ended November 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Inventory impairment and land option contract abandonment charges
|
|
$
|
(39,431
|
)
|
|
$
|
(3,581
|
)
|
|
$
|
(28,533
|
)
|
Warranty-related charges
|
|
—
|
|
|
(31,959
|
)
|
|
(2,576
|
)
|
|||
Warranty adjustments
|
|
—
|
|
|
—
|
|
|
11,162
|
|
|||
Insurance and legal expense recoveries
|
|
—
|
|
|
—
|
|
|
26,534
|
|
|||
Court decision reversal (charge)
|
|
—
|
|
|
8,164
|
|
|
(8,764
|
)
|
|||
Total
|
|
$
|
(39,431
|
)
|
|
$
|
(27,376
|
)
|
|
$
|
(2,177
|
)
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Housing revenues
|
$
|
2,369,633
|
|
|
$
|
2,084,103
|
|
|
$
|
1,548,432
|
|
Housing construction and land costs
|
(1,940,100
|
)
|
|
(1,736,320
|
)
|
|
(1,332,045
|
)
|
|||
Housing gross profits
|
429,533
|
|
|
347,783
|
|
|
216,387
|
|
|||
Add: Housing inventory impairment and land option contract abandonment charges
|
12,788
|
|
|
3,581
|
|
|
28,533
|
|
|||
Warranty-related charges
|
—
|
|
|
31,959
|
|
|
2,576
|
|
|||
Less: Warranty adjustments
|
—
|
|
|
—
|
|
|
(11,162
|
)
|
|||
Insurance recoveries
|
—
|
|
|
—
|
|
|
(26,534
|
)
|
|||
Adjusted housing gross profits
|
$
|
442,321
|
|
|
$
|
383,323
|
|
|
$
|
209,800
|
|
Housing gross profit margin as a percentage of housing revenues
|
18.1
|
%
|
|
16.7
|
%
|
|
14.0
|
%
|
|||
Adjusted housing gross profit margin as a percentage of housing revenues
|
18.7
|
%
|
|
18.4
|
%
|
|
13.5
|
%
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Notes payable
|
$
|
2,576,525
|
|
|
$
|
2,150,498
|
|
Stockholders’ equity
|
1,595,910
|
|
|
536,086
|
|
||
Total capital
|
$
|
4,172,435
|
|
|
$
|
2,686,584
|
|
Ratio of debt to capital
|
61.8
|
%
|
|
80.0
|
%
|
||
|
|
|
|
||||
Notes payable
|
$
|
2,576,525
|
|
|
$
|
2,150,498
|
|
Less: Cash and cash equivalents and restricted cash
|
(383,601
|
)
|
|
(572,001
|
)
|
||
Net debt
|
2,192,924
|
|
|
1,578,497
|
|
||
Stockholders’ equity
|
1,595,910
|
|
|
536,086
|
|
||
Total capital
|
$
|
3,788,834
|
|
|
$
|
2,114,583
|
|
Ratio of net debt to capital
|
57.9
|
%
|
|
74.6
|
%
|
Years Ended November 30,
|
|
Housing
Revenues (in thousands)
|
|
Percentage of
Total
Housing
Revenues
|
|
Homes
Delivered
|
|
Percentage of
Total
Homes
Delivered
|
|
Average
Selling Price
|
|||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Coast
|
|
$
|
1,089,857
|
|
|
46
|
%
|
|
1,913
|
|
|
27
|
%
|
|
$
|
569,700
|
|
Southwest
|
|
199,504
|
|
|
9
|
|
|
736
|
|
|
10
|
|
|
271,100
|
|
||
Central
|
|
693,267
|
|
|
29
|
|
|
3,098
|
|
|
43
|
|
|
223,800
|
|
||
Southeast
|
|
387,005
|
|
|
16
|
|
|
1,468
|
|
|
20
|
|
|
263,600
|
|
||
Total
|
|
$
|
2,369,633
|
|
|
100
|
%
|
|
7,215
|
|
|
100
|
%
|
|
$
|
328,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Coast
|
|
$
|
1,019,343
|
|
|
49
|
%
|
|
2,179
|
|
|
31
|
%
|
|
$
|
467,800
|
|
Southwest
|
|
175,252
|
|
|
8
|
|
|
738
|
|
|
10
|
|
|
237,500
|
|
||
Central
|
|
565,120
|
|
|
27
|
|
|
2,841
|
|
|
40
|
|
|
198,900
|
|
||
Southeast
|
|
324,388
|
|
|
16
|
|
|
1,387
|
|
|
19
|
|
|
233,900
|
|
||
Total
|
|
$
|
2,084,103
|
|
|
100
|
%
|
|
7,145
|
|
|
100
|
%
|
|
$
|
291,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
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
|
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||
Revenues
|
$
|
1,089,857
|
|
|
$
|
1,020,218
|
|
|
$
|
755,259
|
|
|
7
|
%
|
|
35
|
%
|
Construction and land costs
|
(889,345
|
)
|
|
(811,921
|
)
|
|
(664,321
|
)
|
|
(10
|
)
|
|
(22
|
)
|
|||
Selling, general and administrative expenses
|
(69,774
|
)
|
|
(62,357
|
)
|
|
(68,651
|
)
|
|
(12
|
)
|
|
9
|
|
|||
Operating income
|
130,738
|
|
|
145,940
|
|
|
22,287
|
|
|
(10
|
)
|
|
555
|
|
|||
Other expense, net
|
(14,413
|
)
|
|
(27,676
|
)
|
|
(32,754
|
)
|
|
48
|
|
|
16
|
%
|
|||
Pretax income (loss)
|
$
|
116,325
|
|
|
$
|
118,264
|
|
|
$
|
(10,467
|
)
|
|
(2
|
)%
|
|
(a)
|
|
(a)
|
Percentage not meaningful.
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||
Revenues
|
$
|
199,504
|
|
|
$
|
175,252
|
|
|
$
|
132,438
|
|
|
14
|
%
|
|
32
|
%
|
Construction and land costs
|
(162,560
|
)
|
|
(135,024
|
)
|
|
(107,203
|
)
|
|
(20
|
)
|
|
(26
|
)
|
|||
Selling, general and administrative expenses
|
(22,069
|
)
|
|
(17,439
|
)
|
|
(17,168
|
)
|
|
(27
|
)
|
|
(2
|
)
|
|||
Operating income
|
14,875
|
|
|
22,789
|
|
|
8,067
|
|
|
(35
|
)
|
|
182
|
|
|||
Other expense, net
|
(8,860
|
)
|
|
(19,886
|
)
|
|
(18,261
|
)
|
|
55
|
|
|
(9
|
)%
|
|||
Pretax income (loss)
|
$
|
6,015
|
|
|
$
|
2,903
|
|
|
$
|
(10,194
|
)
|
|
107
|
%
|
|
(a)
|
|
(a)
|
Percentage not meaningful.
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||
Revenues
|
$
|
698,429
|
|
|
$
|
565,120
|
|
|
$
|
436,407
|
|
|
24
|
%
|
|
29
|
%
|
Construction and land costs
|
(578,711
|
)
|
|
(474,220
|
)
|
|
(376,024
|
)
|
|
(22
|
)
|
|
(26
|
)
|
|||
Selling, general and administrative expenses
|
(72,742
|
)
|
|
(62,928
|
)
|
|
(52,430
|
)
|
|
(16
|
)
|
|
(20
|
)
|
|||
Operating income
|
46,976
|
|
|
27,972
|
|
|
7,953
|
|
|
68
|
|
|
252
|
|
|||
Other income (expense), net
|
238
|
|
|
(5,697
|
)
|
|
(6,504
|
)
|
|
(a)
|
|
|
12
|
%
|
|||
Pretax income
|
$
|
47,214
|
|
|
$
|
22,275
|
|
|
$
|
1,449
|
|
|
112
|
%
|
|
(a)
|
|
(a)
|
Percentage not meaningful.
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||
Revenues
|
$
|
401,853
|
|
|
$
|
324,388
|
|
|
$
|
224,328
|
|
|
24
|
%
|
|
45
|
%
|
Construction and land costs
|
(351,634
|
)
|
|
(312,733
|
)
|
|
(181,313
|
)
|
|
(12
|
)
|
|
(72
|
)
|
|||
Selling, general and administrative expenses
|
(54,412
|
)
|
|
(44,699
|
)
|
|
(30,883
|
)
|
|
(22
|
)
|
|
(45
|
)
|
|||
Operating income (loss)
|
(4,193
|
)
|
|
(33,044
|
)
|
|
12,132
|
|
|
87
|
|
|
(a)
|
|
|||
Other expense, net
|
(6,965
|
)
|
|
(12,948
|
)
|
|
(13,315
|
)
|
|
46
|
|
|
3
|
%
|
|||
Pretax loss
|
$
|
(11,158
|
)
|
|
$
|
(45,992
|
)
|
|
$
|
(1,183
|
)
|
|
76
|
%
|
|
(a)
|
|
(a)
|
Percentage not meaningful.
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
11,306
|
|
|
$
|
12,152
|
|
|
$
|
11,683
|
|
Expenses
|
(3,446
|
)
|
|
(3,042
|
)
|
|
(2,991
|
)
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
686
|
|
|
1,074
|
|
|
2,191
|
|
|||
Pretax income
|
$
|
8,546
|
|
|
$
|
10,184
|
|
|
$
|
10,883
|
|
|
|
|
|
|
|
||||||
Total originations (a):
|
|
|
|
|
|
||||||
Loans
|
1,501
|
|
|
—
|
|
|
—
|
|
|||
Principal
|
$
|
374,263
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Percentage of homebuyers using HCM
|
64
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average FICO score
|
716
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Loans sold to third parties (a):
|
|
|
|
|
|
||||||
Loans
|
1,035
|
|
|
—
|
|
|
—
|
|
|||
Principal
|
$
|
252,583
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage loan origination mix (a):
|
|
|
|
|
|
|||
Conventional/non-conventional loans
|
52
|
%
|
|
—
|
%
|
|
—
|
%
|
FHA loans
|
26
|
|
|
—
|
|
|
—
|
|
Other government loans
|
22
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||
Loan type (a):
|
|
|
|
|
|
|||
ARM
|
9
|
%
|
|
—
|
%
|
|
—
|
%
|
Fixed
|
91
|
|
|
—
|
|
|
—
|
|
•
|
Recent Operating Results
. We generated significant pretax income in 2014 and 2013, including six consecutive quarters of pretax income totaling
$149.8 million
as of November 30, 2014. As a result of this profitability, we emerged from a three-year cumulative pretax loss position as of August 31, 2014. This three-year cumulative pretax loss position had been a significant piece of negative evidence prior to 2014. In addition, as discussed above under “Results of Operations—Overview” in this report, we generated year-over-year improvement in most of our key financial metrics in 2014 and 2013, including improvement in our revenues; housing gross profits; selling, general and administrative expenses as a percentage of housing revenues; net orders; and backlog levels.
|
•
|
Future Operating Results.
We believe we have a strong backlog of orders that, combined with other factors, supports our ability to continue to be profitable. In addition, we expect to generate pretax earnings for 2015 and beyond based on detailed internal projections for each of our operating divisions. These projections considered current and expected supply and demand conditions in our served markets, land and land development investments, community count, net orders, backlog levels and average selling prices. Further, we estimate that even if our annual pretax income in future years remains flat with our 2015 projected pretax income, we will realize all of our federal deferred tax assets, except for approximately
$14.5 million
related to foreign tax credits that expire in 2015 and 2016 (due to our expectation that utilization of federal NOL will offset taxable income in those years). Our primary assumption regarding our future operating results is that sufficient taxable income will be generated before the federal NOL and tax credits (other than the foreign tax credits) expire. As of November 30, 2014, we estimate that we will need to generate more than
$2 billion
of pretax income in future periods before 2034 to realize our deferred tax assets. Historically, the significant difference between pretax income and taxable income has been asset impairment charges and land option contract abandonment charges.
|
•
|
Financial Position.
We believe our balance sheet and liquidity position at November 30, 2014, including
$356.4 million
of unrestricted cash and cash equivalents and $200 million available for future borrowings under the Credit Facility, and expected access to capital markets and external financing sources, supports our ability to invest in our business to generate profitable growth in future years. We invested
$1.14 billion
in land and land development in 2013 and an additional
$1.47 billion
in 2014. As a result of our substantial investments in land and land development, our inventory balance of
$3.22 billion
at November 30, 2014 increased
40%
from November 30, 2013 and our community count at November 30, 2014 grew
19%
from the previous year. Further, with the continued recovery in many housing markets, we have activated certain land previously held for future development, expanding the balance of our performing inventory assets. As of November 30, 2014, we owned or controlled
52,198
lots, representing a four to five year supply that we believe positions us to sustain future growth and profitability.
|
•
|
Recovery Period for Deferred Tax Assets.
For federal income tax purposes, the NOL can be carried back two years and then carried forward 20 years. As we have no taxable income in the allowable two-year carryback period, we plan to carry forward our NOL and apply such losses to future taxable income to realize our federal deferred tax assets. We believe that we will realize all of our federal NOL and will be able to absorb all federal deductible temporary differences as they reverse in future years, except for the portion related to foreign tax credits that may not be used due to the utilization of federal NOL to offset taxable income in the years through the tax credit expirations. The state NOL carryforwards will begin to expire between 2015 and 2033 if not utilized. We estimated the amount of the valuation allowance needed for our state NOL carryforwards based on an analysis of the amount of our NOL carryforwards associated with each state as compared to our expected level of taxable income under existing apportionment rules in each state and the carryforward periods allowed in each state’s tax code.
|
•
|
Risk of Future Asset Impairments.
The frequency and magnitude of asset impairments has decreased significantly in recent years as assets have been written down or sold and as industry conditions have improved. While we remain at risk of future
|
•
|
Net Order and Backlog Trends
. We had a backlog of
2,909
homes, representing potential future housing revenues of
$914.0 million
as of November 30, 2014. Our homes in backlog and backlog value at November 30, 2014 increased
14%
and
34%
, respectively, from November 30, 2013, and reached their highest year-end levels since 2007. These year-over-year improvements in our backlog levels were driven primarily by the
6%
rise in our net orders and a
20%
increase in our net order value in 2014. As of November 30, 2014, we had experienced 11 consecutive quarters of year-over-year improvement in our net order value. The trends in our net orders and backlog reflect the upward momentum of our business that has been generated in large part through the ongoing execution of our core strategic initiatives that have contributed significantly to our sustained profitability for the past six quarters and that we believe will continue to drive profitable growth.
|
•
|
Strategic Actions
. We have taken strategic actions over the past few years to improve the financial performance of our business. Our principal strategic initiative since 2012 has been to reposition our homebuilding activities toward higher-performing, desirable locations in land-constrained growth markets, which we have implemented largely through substantial investments in land and land development. Alongside our repositioning and inventory-related investment initiatives, we have refined our products to better meet consumer preferences, and we have undertaken continuous efforts to contain costs and improve our operational efficiency to reach our profitability and growth goals. To advance the profitable growth of our business, we have evolved our priorities to focus on expanding our community count, increasing our revenues and enhancing profitability per home delivered, and by using features of our operational business model to generate incremental earnings from a variety of lot and product premiums, and design options and upgrades. We believe the favorable trends in our financial performance, including the pretax income we generated in 2014 and 2013, have been largely due to our successful execution on our strategic initiatives. As discussed under “Outlook” in this report, we plan to continue to focus on strategies to generate growth in 2015 and beyond.
|
•
|
Housing Industry Outlook
. In 2013 and 2012, U.S. new home sales increased 16% and 20%, respectively, over the prior year periods. In October 2014, U.S. new home sales were at a seasonally adjusted annual rate of 458,000, representing a decrease of 1.8% from the previous year. While tight mortgage lending standards combined with weak consumer income gains amid rising home prices moderated the pace of home sales in 2014 as compared to the rebound in sales in 2012 and 2013 that followed a 49-year low in 2011, robust economic growth in the second half of 2014 along with federal regulatory efforts to expand mortgage loan availability, particularly among first-time homebuyers, relatively low mortgage loan interest rates and inventories of new and existing homes available for sale, and continued favorable underlying trends in fundamental housing factors, including growing population and employment levels, demographic shifts and greater household formations, provide significant evidence that the overall housing market will remain healthy and continue to progress in 2015 and beyond even if the Federal Reserve takes steps to increase interest rates. However, individual housing markets may vary, based on their current supply and demand dynamics and fundamental trends in population, demographic and household formation growth, and there will be fluctuations, at times significant, in the performance of the overall housing market and our served markets, and in our results between periods over time.
|
•
|
internally generated cash flows;
|
•
|
public issuances of our common stock;
|
•
|
public issuances of debt securities;
|
•
|
land option contracts and other similar contracts and seller notes; and
|
•
|
letters of credit and surety bonds.
|
•
|
land acquisition and land development;
|
•
|
home construction;
|
•
|
operating expenses;
|
•
|
principal and interest payments on notes payable; and
|
•
|
cash collateral.
|
|
November 30,
|
|
Variance
|
|||||||||||
|
2014
|
|
2013
|
|
Lots/$
|
|
%
|
|||||||
Number of lots owned or controlled under land option contracts and other similar contracts
|
52,198
|
|
|
61,095
|
|
|
(8,897
|
)
|
|
(15
|
)%
|
|||
Carrying value of inventory owned or controlled under land option contracts and other similar contracts
|
$
|
3,218,387
|
|
|
$
|
2,298,577
|
|
|
$
|
919,810
|
|
|
40
|
|
|
November 30,
|
|
Variance
|
||||||||
|
2014
|
|
2013
|
|
$
|
||||||
Mortgages and land contracts due to land sellers and other loans (at interest rates of 5% to 7% at November 30, 2014 and 7% at November 30, 2013)
|
$
|
38,250
|
|
|
$
|
13,615
|
|
|
$
|
24,635
|
|
6 1/4% Senior notes due June 15, 2015
|
199,891
|
|
|
199,864
|
|
|
27
|
|
|||
9.10% Senior notes due September 15, 2017
|
262,729
|
|
|
262,048
|
|
|
681
|
|
|||
7 1/4% Senior notes due June 15, 2018
|
299,402
|
|
|
299,261
|
|
|
141
|
|
|||
4.75% Senior notes due May 15, 2019
|
400,000
|
|
|
—
|
|
|
400,000
|
|
|||
8.00% Senior notes due March 15, 2020
|
346,253
|
|
|
345,710
|
|
|
543
|
|
|||
7.00% Senior notes due December 15, 2021
|
450,000
|
|
|
450,000
|
|
|
—
|
|
|||
7.50% Senior notes due September 15, 2022
|
350,000
|
|
|
350,000
|
|
|
—
|
|
|||
1.375% Convertible senior notes due February 1, 2019
|
230,000
|
|
|
230,000
|
|
|
—
|
|
|||
Total
|
$
|
2,576,525
|
|
|
$
|
2,150,498
|
|
|
$
|
426,027
|
|
•
|
Consolidated Tangible Net Worth.
We must maintain a minimum consolidated tangible net worth equal to the sum of (a) $282.6 million; (b) 50% of cumulative positive consolidated net income after November 30, 2012, excluding consolidated net income realized from a reversal of our deferred tax asset valuation allowance after November 30, 2012; (c) 75% of any consolidated net income realized as a result of a reversal of our deferred tax asset valuation allowance after November 30, 2012; and (d) 50% of the cumulative net proceeds received from our issuance of capital stock after November 30, 2012. As of November 30, 2014, our applicable minimum consolidated tangible net worth requirement was
$1.10 billion
.
|
•
|
Leverage Ratio.
We must maintain a Leverage Ratio of .850 or less, which adjusts to .825 or less for the first and second quarters of 2015; and to .800 or less for the third quarter of 2015 and each quarter thereafter during the term of the Credit Facility. As defined under the Credit Facility, the Leverage Ratio is calculated as the ratio of our consolidated total indebtedness to the sum of consolidated total indebtedness and consolidated tangible net worth. As of November 30, 2014, our Leverage Ratio was
.618
.
|
•
|
Interest Coverage Ratio or Liquidity.
We must maintain either (a) a minimum Interest Coverage Ratio of 1.40 for the fourth quarter of 2014 and each quarter thereafter during the term of the Credit Facility, pursuant to an amendment to the Credit Facility we entered into on November 19, 2014; or (b) a minimum level of liquidity, but not both. As defined under the Credit Facility, the Interest Coverage Ratio is the ratio of our consolidated adjusted EBITDA to consolidated interest incurred, in each case for the previous 12 months. Our minimum liquidity level is required to be the greater of (a) $50.0 million or (b) the sum of (i) consolidated interest incurred for the four most recently ended quarters and (ii) the aggregate principal amount of indebtedness coming due in the next 12 months, provided that the highest minimum liquidity applicable under (b) is $200.0 million. As of November 30, 2014, our minimum liquidity requirement was
$200.0 million
.
|
Financial Covenants and Other Requirements
|
|
Covenant Requirement
|
|
Actual
|
|||||
Consolidated tangible net worth
|
|
>
|
$
|
1.10
|
billion
|
|
$
|
1.60
|
billion
|
Leverage Ratio
|
|
<
|
.850
|
|
.618
|
||||
Interest Coverage Ratio (a)
|
|
>
|
1.40
|
|
1.55
|
||||
Minimum Liquidity (a)
|
|
>
|
$
|
200.0
|
million
|
|
$
|
356.4
|
million
|
Investments in joint ventures and non-guarantor subsidiaries
|
|
<
|
$
|
454.3
|
million
|
|
$
|
118.8
|
million
|
Borrowing base in excess of borrowing base indebtedness (as defined)
|
|
|
n/a
|
|
$
|
269.0
|
million
|
(a)
|
Under the terms of the Credit Facility, we are required to meet either the Interest Coverage Ratio or a minimum level of liquidity, but not both. As of November 30, 2014, we met both the Interest Coverage Ratio and the minimum liquidity requirements.
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
(630,691
|
)
|
|
$
|
(443,486
|
)
|
|
$
|
34,617
|
|
Investing activities
|
(44,782
|
)
|
|
(16,750
|
)
|
|
(760
|
)
|
|||
Financing activities
|
501,718
|
|
|
467,071
|
|
|
73,757
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(173,755
|
)
|
|
$
|
6,835
|
|
|
$
|
107,614
|
|
|
November 30, 2014
|
|
November 30, 2013
|
||||||||||||
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
||||||||
Unconsolidated VIEs
|
$
|
10,633
|
|
|
$
|
520,628
|
|
|
$
|
11,063
|
|
|
$
|
616,000
|
|
Other land option contracts and other similar contracts
|
22,426
|
|
|
437,842
|
|
|
30,502
|
|
|
535,496
|
|
||||
Total
|
$
|
33,059
|
|
|
$
|
958,470
|
|
|
$
|
41,565
|
|
|
$
|
1,151,496
|
|
|
Payments due by Period
|
||||||||||||||||||
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
2,583.2
|
|
|
$
|
222.2
|
|
|
$
|
281.0
|
|
|
$
|
930.0
|
|
|
$
|
1,150.0
|
|
Interest
|
825.0
|
|
|
161.8
|
|
|
302.9
|
|
|
214.7
|
|
|
145.6
|
|
|||||
Inventory-related obligations (a)
|
52.0
|
|
|
2.4
|
|
|
6.3
|
|
|
4.1
|
|
|
39.2
|
|
|||||
Operating lease obligations
|
39.4
|
|
|
8.1
|
|
|
11.4
|
|
|
7.6
|
|
|
12.3
|
|
|||||
Total (b)
|
$
|
3,499.6
|
|
|
$
|
394.5
|
|
|
$
|
601.6
|
|
|
$
|
1,156.4
|
|
|
$
|
1,347.1
|
|
(a)
|
Represents liabilities for fixed or determinable amounts associated with tax increment financing activities (“TIFE”) assessments and liabilities related to inventory not owned. As homes are delivered, the obligation to pay the remaining TIFE assessments associated with each underlying lot is transferred to the homebuyer. As such, these assessment obligations will be paid by us only to the extent we do not deliver homes on applicable lots before the related TIFE obligations mature.
|
(b)
|
Total contractual obligations exclude our accrual for uncertain tax positions recorded for financial reporting purposes as of November 30, 2014 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 2015 to range from zero to $.1 million.
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Inventory impairments:
|
|
|
|
|
|
||||||
Number of communities or land parcels evaluated for recoverability (a)
|
32
|
|
|
31
|
|
|
61
|
|
|||
Carrying value of communities or land parcels evaluated for recoverability (a)
|
$
|
266,850
|
|
|
$
|
145,980
|
|
|
$
|
317,389
|
|
|
|
|
|
|
|
||||||
Number of communities or land parcels written down to fair value
|
8
|
|
|
1
|
|
|
14
|
|
|||
Pre-impairment carrying value of communities or land parcels written down to fair value
|
$
|
68,223
|
|
|
$
|
1,534
|
|
|
$
|
67,958
|
|
Inventory impairment charges
|
(37,628
|
)
|
|
(391
|
)
|
|
(28,107
|
)
|
|||
Post-impairment fair value
|
$
|
30,595
|
|
|
$
|
1,143
|
|
|
$
|
39,851
|
|
|
|
|
|
|
|
||||||
Land option contract abandonment charges:
|
|
|
|
|
|
||||||
Number of lots abandoned
|
1,306
|
|
|
295
|
|
|
446
|
|
|||
Land option contract abandonment charges
|
$
|
1,803
|
|
|
$
|
3,190
|
|
|
$
|
426
|
|
(a)
|
As impairment indicators are assessed on a quarterly basis, some of the communities or land parcels evaluated during the years ended
November 30, 2014
,
2013
and
2012
were evaluated in more than one quarterly period.
Communities or land parcels evaluated for recoverability in more than one quarterly period, if any, are counted only once for each period shown.
|
|
0-2 years
|
|
3-5 years
|
|
6-10 years
|
|
Greater than
10 years
|
|
Total
|
||||||||||
Inventories
|
$
|
1,311.1
|
|
|
$
|
1,392.3
|
|
|
$
|
374.3
|
|
|
$
|
140.7
|
|
|
$
|
3,218.4
|
|
•
|
general economic, employment and business conditions;
|
•
|
population growth, household formations and demographic trends;
|
•
|
adverse market conditions, including an increased supply of unsold homes, declining home prices and greater foreclosure and short sale activity, among other things, that could negatively affect our consolidated financial statements, including due to additional impairment or land option contract abandonment charges, lower revenues and operating and other losses;
|
•
|
conditions in the capital, credit and financial markets (including mortgage lending standards, the availability of mortgage financing and mortgage foreclosure rates);
|
•
|
material prices and availability;
|
•
|
subcontracted trade labor costs and availability;
|
•
|
changes in interest rates;
|
•
|
inflation;
|
•
|
our debt level, including our ratio of debt to capital, and our ability to adjust our debt level, maturity schedule and structure and to access the equity, credit, capital or other financial markets or other external financing sources, including raising
|
•
|
our compliance with the terms and covenants of the Credit Facility;
|
•
|
weak or declining consumer confidence, either generally or specifically with respect to purchasing homes;
|
•
|
competition for home sales from other sellers of new and resale homes, including lenders and other sellers of homes obtained through foreclosures or short sales;
|
•
|
weather conditions, significant natural disasters and other environmental factors;
|
•
|
government actions, policies, programs and regulations directed at or affecting the housing market (including the Dodd-Frank Act, tax credits, tax incentives and/or subsidies for home purchases, tax deductions for mortgage interest payments and property taxes, tax exemptions for profits on home sales, programs intended to modify existing mortgage loans and to prevent mortgage foreclosures and the standards, fees and size limits applicable to the purchase or insuring of mortgage loans by government-sponsored enterprises and government agencies), the homebuilding industry, or construction activities;
|
•
|
decisions regarding federal fiscal and monetary policies, including those relating to taxation, government spending, interest rates and economic stimulus measures;
|
•
|
the availability and cost of land in desirable areas;
|
•
|
our warranty claims experience with respect to homes previously delivered and actual warranty costs incurred, including our warranty claims and costs experience at certain of our communities in Florida;
|
•
|
legal or regulatory proceedings or claims;
|
•
|
our ability to use/realize the net deferred tax assets we have generated;
|
•
|
our ability to successfully implement our current and planned strategies and initiatives with respect to product, geographic and market positioning (including our efforts to expand our inventory base/pipeline with desirable land positions or interests at reasonable cost and to expand our community count, open additional new home communities for sales, sell higher-priced homes and more design options, increase the size and value of our backlog, and our operational and investment concentration in markets in California), revenue growth, asset optimization (including by effectively balancing home sales prices and sales pace in our new home communities), asset activation and/or monetization, local field management and talent investment, containing and leveraging overhead costs, gaining share in our served markets and increasing our gross profit margins;
|
•
|
consumer traffic to our new home communities and consumer interest in our product designs and offerings, particularly higher-income consumers;
|
•
|
cancellations and our ability to realize our backlog by converting net orders to home deliveries;
|
•
|
our home sales and delivery performance, particularly in key markets in California;
|
•
|
our ability to generate cash from our operations, enhance our asset efficiency, increase our operating income margin and/or improve our return on invested capital;
|
•
|
the manner in which our homebuyers are offered and whether they are able to obtain mortgage loans and mortgage banking services, including from HCM;
|
•
|
the performance of HCM;
|
•
|
information technology failures and data security breaches; and
|
•
|
other events outside of our control.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
As of November 30, 2014 for the Years Ended November 30,
|
|
Fair Value at
November 30,
2014
|
||||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
199,906
|
|
|
$
|
—
|
|
|
$
|
265,000
|
|
|
$
|
300,000
|
|
|
$
|
630,000
|
|
|
$
|
1,150,000
|
|
|
$
|
2,544,906
|
|
|
$
|
2,698,565
|
|
Weighted Average Effective Interest Rate
|
6.3
|
%
|
|
—
|
%
|
|
9.5
|
%
|
|
7.3
|
%
|
|
3.5
|
%
|
|
7.5
|
%
|
|
6.6
|
%
|
|
|
|
As of November 30, 2013 for the Years Ended November 30,
|
|
Fair Value at
November 30,
2013
|
||||||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
—
|
|
|
$
|
199,906
|
|
|
$
|
—
|
|
|
$
|
265,000
|
|
|
$
|
300,000
|
|
|
$
|
1,380,000
|
|
|
$
|
2,144,906
|
|
|
$
|
2,294,150
|
|
Weighted Average Effective Interest Rate
|
—
|
%
|
|
6.3
|
%
|
|
—
|
%
|
|
9.5
|
%
|
|
7.3
|
%
|
|
6.4
|
%
|
|
6.9
|
%
|
|
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
Number
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Total revenues
|
$
|
2,400,949
|
|
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
Homebuilding:
|
|
|
|
|
|
||||||
Revenues
|
$
|
2,389,643
|
|
|
$
|
2,084,978
|
|
|
$
|
1,548,432
|
|
Construction and land costs
|
(1,985,651
|
)
|
|
(1,737,086
|
)
|
|
(1,332,045
|
)
|
|||
Selling, general and administrative expenses
|
(288,023
|
)
|
|
(255,808
|
)
|
|
(236,643
|
)
|
|||
Operating income (loss)
|
115,969
|
|
|
92,084
|
|
|
(20,256
|
)
|
|||
Interest income
|
443
|
|
|
792
|
|
|
518
|
|
|||
Interest expense
|
(30,750
|
)
|
|
(62,690
|
)
|
|
(69,804
|
)
|
|||
Equity in income (loss) of unconsolidated joint ventures
|
741
|
|
|
(2,007
|
)
|
|
(394
|
)
|
|||
Homebuilding pretax income (loss)
|
86,403
|
|
|
28,179
|
|
|
(89,936
|
)
|
|||
Financial services:
|
|
|
|
|
|
||||||
Revenues
|
11,306
|
|
|
12,152
|
|
|
11,683
|
|
|||
Expenses
|
(3,446
|
)
|
|
(3,042
|
)
|
|
(2,991
|
)
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
686
|
|
|
1,074
|
|
|
2,191
|
|
|||
Financial services pretax income
|
8,546
|
|
|
10,184
|
|
|
10,883
|
|
|||
Total pretax income (loss)
|
94,949
|
|
|
38,363
|
|
|
(79,053
|
)
|
|||
Income tax benefit
|
823,400
|
|
|
1,600
|
|
|
20,100
|
|
|||
Net income (loss)
|
$
|
918,349
|
|
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
10.26
|
|
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
Diluted
|
$
|
9.25
|
|
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
89,265
|
|
|
82,630
|
|
|
77,106
|
|
|||
Diluted
|
99,314
|
|
|
91,559
|
|
|
77,106
|
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
918,349
|
|
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Postretirement benefit plan adjustments:
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during the period
|
(3,801
|
)
|
|
7,083
|
|
|
(4,765
|
)
|
|||
Amortization of net actuarial loss
|
357
|
|
|
1,803
|
|
|
1,403
|
|
|||
Amortization of prior service cost
|
1,556
|
|
|
1,556
|
|
|
1,556
|
|
|||
Other comprehensive income (loss) before tax
|
(1,888
|
)
|
|
10,442
|
|
|
(1,806
|
)
|
|||
Income tax expense related to items of other comprehensive income
|
(1,604
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
(3,492
|
)
|
|
10,442
|
|
|
(1,806
|
)
|
|||
Comprehensive income (loss)
|
$
|
914,857
|
|
|
$
|
50,405
|
|
|
$
|
(60,759
|
)
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Homebuilding:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
356,366
|
|
|
$
|
530,095
|
|
Restricted cash
|
27,235
|
|
|
41,906
|
|
||
Receivables
|
125,488
|
|
|
75,749
|
|
||
Inventories
|
3,218,387
|
|
|
2,298,577
|
|
||
Investments in unconsolidated joint ventures
|
79,441
|
|
|
130,192
|
|
||
Deferred tax assets, net
|
825,232
|
|
|
—
|
|
||
Other assets
|
114,915
|
|
|
107,076
|
|
||
|
4,747,064
|
|
|
3,183,595
|
|
||
Financial services
|
10,486
|
|
|
10,040
|
|
||
Total assets
|
$
|
4,757,550
|
|
|
$
|
3,193,635
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Homebuilding:
|
|
|
|
||||
Accounts payable
|
$
|
172,716
|
|
|
$
|
148,282
|
|
Accrued expenses and other liabilities
|
409,882
|
|
|
356,176
|
|
||
Notes payable
|
2,576,525
|
|
|
2,150,498
|
|
||
|
3,159,123
|
|
|
2,654,956
|
|
||
Financial services
|
2,517
|
|
|
2,593
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock — $1.00 par value; 10,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock — $1.00 par value; 290,000,000 shares authorized at November 30, 2014 and 2013; 115,386,512 and 115,296,395 shares issued at November 30, 2014 and 2013, respectively
|
115,387
|
|
|
115,296
|
|
||
Paid-in capital
|
668,857
|
|
|
788,893
|
|
||
Retained earnings
|
1,391,256
|
|
|
481,889
|
|
||
Accumulated other comprehensive loss
|
(21,008
|
)
|
|
(17,516
|
)
|
||
Grantor stock ownership trust, at cost: 10,335,461 and 10,501,844 shares at November 30, 2014 and 2013, respectively
|
(112,106
|
)
|
|
(113,911
|
)
|
||
Treasury stock, at cost: 13,097,140 and 21,050,023 shares at November 30, 2014 and 2013, respectively
|
(446,476
|
)
|
|
(718,565
|
)
|
||
Total stockholders’ equity
|
1,595,910
|
|
|
536,086
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,757,550
|
|
|
$
|
3,193,635
|
|
|
Years Ended November 30, 2014, 2013 and 2012
|
|||||||||||||||||||||||||||||||||||
|
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, 2011
|
115,171
|
|
|
(10,884
|
)
|
|
(27,214
|
)
|
|
$
|
115,171
|
|
|
$
|
884,190
|
|
|
$
|
519,844
|
|
|
$
|
(26,152
|
)
|
|
$
|
(118,059
|
)
|
|
$
|
(932,337
|
)
|
|
$
|
442,657
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,953
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,953
|
)
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,599
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,599
|
)
|
|||||||
Employee stock options/other
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||||
Restricted stock awards
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
(2,253
|
)
|
|
—
|
|
|
—
|
|
|
2,253
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,713
|
|
|||||||
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
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,963
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,366
|
)
|
|||||||
Employee stock options/other
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
1,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,592
|
|
|||||||
Conversion of liability awards to equity awards
|
—
|
|
|
—
|
|
|
478
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,934
|
|
|
8,346
|
|
|||||||
Restricted stock awards
|
—
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
(954
|
)
|
|
—
|
|
|
—
|
|
|
954
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,699
|
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
6,325
|
|
|
—
|
|
|
(106,622
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216,125
|
|
|
109,503
|
|
|||||||
Grantor stock ownership trust
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
305
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|
—
|
|
|
589
|
|
|||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
(513
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,488
|
)
|
|
(8,488
|
)
|
|||||||
Balance at November 30, 2013
|
115,296
|
|
|
(10,502
|
)
|
|
(21,050
|
)
|
|
115,296
|
|
|
788,893
|
|
|
481,889
|
|
|
(17,516
|
)
|
|
(113,911
|
)
|
|
(718,565
|
)
|
|
536,086
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
918,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
918,349
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,492
|
)
|
|
—
|
|
|
—
|
|
|
(3,492
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,982
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,982
|
)
|
|||||||
Employee stock options/other
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
1,859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,896
|
|
|||||||
Conversion of liability awards to equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,455
|
|
|||||||
Restricted stock awards
|
54
|
|
|
166
|
|
|
—
|
|
|
54
|
|
|
(1,859
|
)
|
|
—
|
|
|
—
|
|
|
1,805
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,099
|
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
7,986
|
|
|
—
|
|
|
(135,590
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272,635
|
|
|
137,045
|
|
|||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
|
(546
|
)
|
|||||||
Balance at November 30, 2014
|
115,387
|
|
|
(10,336
|
)
|
|
(13,097
|
)
|
|
$
|
115,387
|
|
|
$
|
668,857
|
|
|
$
|
1,391,256
|
|
|
$
|
(21,008
|
)
|
|
$
|
(112,106
|
)
|
|
$
|
(446,476
|
)
|
|
$
|
1,595,910
|
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
918,349
|
|
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Equity in (income) loss/(gain) on wind down of unconsolidated joint ventures
|
(1,427
|
)
|
|
933
|
|
|
(1,797
|
)
|
|||
Distributions of earnings from unconsolidated joint ventures
|
364
|
|
|
1,949
|
|
|
3,316
|
|
|||
Amortization of discounts and issuance costs
|
7,124
|
|
|
5,347
|
|
|
3,016
|
|
|||
Depreciation and amortization
|
2,420
|
|
|
1,857
|
|
|
1,622
|
|
|||
Deferred income taxes
|
(825,232
|
)
|
|
—
|
|
|
1,152
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
10,448
|
|
|
10,278
|
|
|||
Stock-based compensation
|
9,099
|
|
|
5,699
|
|
|
6,713
|
|
|||
Inventory impairments and land option contract abandonments
|
39,431
|
|
|
3,581
|
|
|
28,533
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(31,283
|
)
|
|
(11,153
|
)
|
|
24,994
|
|
|||
Inventories
|
(780,131
|
)
|
|
(563,189
|
)
|
|
30,347
|
|
|||
Accounts payable, accrued expenses and other liabilities
|
35,504
|
|
|
59,763
|
|
|
(2,143
|
)
|
|||
Other, net
|
(4,909
|
)
|
|
1,316
|
|
|
(12,461
|
)
|
|||
Net cash provided by (used in) operating activities
|
(630,691
|
)
|
|
(443,486
|
)
|
|
34,617
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
(49,097
|
)
|
|
(14,359
|
)
|
|
989
|
|
|||
Proceeds from sale of investment in unconsolidated joint venture
|
10,110
|
|
|
—
|
|
|
—
|
|
|||
Purchases of property and equipment, net
|
(5,795
|
)
|
|
(2,391
|
)
|
|
(1,749
|
)
|
|||
Net cash used in investing activities
|
(44,782
|
)
|
|
(16,750
|
)
|
|
(760
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Change in restricted cash
|
14,671
|
|
|
456
|
|
|
22,119
|
|
|||
Proceeds from issuance of debt
|
400,000
|
|
|
680,000
|
|
|
694,831
|
|
|||
Payment of debt issuance costs
|
(5,448
|
)
|
|
(16,525
|
)
|
|
(12,445
|
)
|
|||
Repayment of senior notes
|
—
|
|
|
(225,394
|
)
|
|
(592,645
|
)
|
|||
Payments on mortgages and land contracts due to land sellers and other loans
|
(36,918
|
)
|
|
(66,296
|
)
|
|
(26,298
|
)
|
|||
Proceeds from issuance of common stock, net
|
137,045
|
|
|
109,503
|
|
|
—
|
|
|||
Issuance of common stock under employee stock plans
|
1,896
|
|
|
2,181
|
|
|
593
|
|
|||
Payments of cash dividends
|
(8,982
|
)
|
|
(8,366
|
)
|
|
(10,599
|
)
|
|||
Stock repurchases
|
(546
|
)
|
|
(8,488
|
)
|
|
(1,799
|
)
|
|||
Net cash provided by financing activities
|
501,718
|
|
|
467,071
|
|
|
73,757
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(173,755
|
)
|
|
6,835
|
|
|
107,614
|
|
|||
Cash and cash equivalents at beginning of year
|
532,523
|
|
|
525,688
|
|
|
418,074
|
|
|||
Cash and cash equivalents at end of year
|
$
|
358,768
|
|
|
$
|
532,523
|
|
|
$
|
525,688
|
|
Note 1.
|
Summary of Significant Accounting Policies
|
Note 2.
|
Segment Information
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
West Coast
|
$
|
1,089,857
|
|
|
$
|
1,020,218
|
|
|
$
|
755,259
|
|
Southwest
|
199,504
|
|
|
175,252
|
|
|
132,438
|
|
|||
Central
|
698,429
|
|
|
565,120
|
|
|
436,407
|
|
|||
Southeast
|
401,853
|
|
|
324,388
|
|
|
224,328
|
|
|||
Total homebuilding revenues
|
2,389,643
|
|
|
2,084,978
|
|
|
1,548,432
|
|
|||
Financial services
|
11,306
|
|
|
12,152
|
|
|
11,683
|
|
|||
Total
|
$
|
2,400,949
|
|
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Pretax income (loss):
|
|
|
|
|
|
||||||
West Coast
|
$
|
116,325
|
|
|
$
|
118,264
|
|
|
$
|
(10,467
|
)
|
Southwest
|
6,015
|
|
|
2,903
|
|
|
(10,194
|
)
|
|||
Central
|
47,214
|
|
|
22,275
|
|
|
1,449
|
|
|||
Southeast
|
(11,158
|
)
|
|
(45,992
|
)
|
|
(1,183
|
)
|
|||
Corporate and other
|
(71,993
|
)
|
|
(69,271
|
)
|
|
(69,541
|
)
|
|||
Total homebuilding pretax income (loss)
|
86,403
|
|
|
28,179
|
|
|
(89,936
|
)
|
|||
Financial services
|
8,546
|
|
|
10,184
|
|
|
10,883
|
|
|||
Total
|
$
|
94,949
|
|
|
$
|
38,363
|
|
|
$
|
(79,053
|
)
|
|
|
|
|
|
|
||||||
Equity in income (loss) of unconsolidated joint ventures:
|
|
|
|
|
|
||||||
West Coast
|
$
|
(374
|
)
|
|
$
|
(148
|
)
|
|
$
|
(174
|
)
|
Southwest
|
(2,176
|
)
|
|
(2,355
|
)
|
|
(811
|
)
|
|||
Central
|
—
|
|
|
—
|
|
|
—
|
|
|||
Southeast
|
3,291
|
|
|
496
|
|
|
591
|
|
|||
Total
|
$
|
741
|
|
|
$
|
(2,007
|
)
|
|
$
|
(394
|
)
|
|
|
|
|
|
|
||||||
Inventory impairment charges:
|
|
|
|
|
|
||||||
West Coast
|
$
|
27,285
|
|
|
$
|
—
|
|
|
$
|
19,235
|
|
Southwest
|
6,392
|
|
|
—
|
|
|
2,135
|
|
|||
Central
|
—
|
|
|
—
|
|
|
1,267
|
|
|||
Southeast
|
3,951
|
|
|
391
|
|
|
5,470
|
|
|||
Total
|
$
|
37,628
|
|
|
$
|
391
|
|
|
$
|
28,107
|
|
|
|
|
|
|
|
||||||
Land option contract abandonment charges:
|
|
|
|
|
|
||||||
West Coast
|
$
|
554
|
|
|
$
|
3,190
|
|
|
$
|
—
|
|
Southwest
|
—
|
|
|
—
|
|
|
—
|
|
|||
Central
|
995
|
|
|
—
|
|
|
133
|
|
|||
Southeast
|
254
|
|
|
—
|
|
|
293
|
|
|||
Total
|
$
|
1,803
|
|
|
$
|
3,190
|
|
|
$
|
426
|
|
|
|
|
|
|
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Inventories:
|
|
|
|
||||
Homes under construction
|
|
|
|
||||
West Coast
|
$
|
536,843
|
|
|
$
|
275,516
|
|
Southwest
|
65,647
|
|
|
39,661
|
|
||
Central
|
201,164
|
|
|
157,572
|
|
||
Southeast
|
124,618
|
|
|
113,690
|
|
||
Subtotal
|
928,272
|
|
|
586,439
|
|
||
Land under development
|
|
|
|
||||
West Coast
|
765,577
|
|
|
560,032
|
|
||
Southwest
|
334,691
|
|
|
106,654
|
|
||
Central
|
363,933
|
|
|
238,311
|
|
||
Southeast
|
245,948
|
|
|
161,919
|
|
||
Subtotal
|
1,710,149
|
|
|
1,066,916
|
|
||
Land held for future development
|
|
|
|
||||
West Coast
|
294,060
|
|
|
308,636
|
|
||
Southwest
|
138,367
|
|
|
157,924
|
|
||
Central
|
22,957
|
|
|
15,193
|
|
||
Southeast
|
124,582
|
|
|
163,469
|
|
||
Subtotal
|
579,966
|
|
|
645,222
|
|
||
Total
|
$
|
3,218,387
|
|
|
$
|
2,298,577
|
|
|
|
|
|
||||
Investments in unconsolidated joint ventures:
|
|
|
|
||||
West Coast
|
$
|
59,552
|
|
|
$
|
40,246
|
|
Southwest
|
17,388
|
|
|
80,877
|
|
||
Central
|
—
|
|
|
—
|
|
||
Southeast
|
2,501
|
|
|
9,069
|
|
||
Total
|
$
|
79,441
|
|
|
$
|
130,192
|
|
|
|
|
|
||||
Assets:
|
|
|
|
||||
West Coast
|
$
|
1,695,753
|
|
|
$
|
1,230,761
|
|
Southwest
|
579,201
|
|
|
402,443
|
|
||
Central
|
678,139
|
|
|
465,547
|
|
||
Southeast
|
531,011
|
|
|
456,965
|
|
||
Corporate and other
|
1,262,960
|
|
|
627,879
|
|
||
Total homebuilding assets
|
4,747,064
|
|
|
3,183,595
|
|
||
Financial services
|
10,486
|
|
|
10,040
|
|
||
Total
|
$
|
4,757,550
|
|
|
$
|
3,193,635
|
|
Note 3.
|
Financial Services
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Insurance commissions
|
$
|
6,566
|
|
|
$
|
7,177
|
|
|
$
|
7,140
|
|
Title services
|
3,593
|
|
|
3,172
|
|
|
2,362
|
|
|||
Marketing services fees
|
1,147
|
|
|
1,800
|
|
|
2,175
|
|
|||
Interest income
|
—
|
|
|
3
|
|
|
6
|
|
|||
Total
|
11,306
|
|
|
12,152
|
|
|
11,683
|
|
|||
Expenses
|
|
|
|
|
|
||||||
General and administrative
|
(3,446
|
)
|
|
(3,042
|
)
|
|
(2,991
|
)
|
|||
Operating income
|
7,860
|
|
|
9,110
|
|
|
8,692
|
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
686
|
|
|
1,074
|
|
|
2,191
|
|
|||
Pretax income
|
$
|
8,546
|
|
|
$
|
10,184
|
|
|
$
|
10,883
|
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,402
|
|
|
$
|
2,428
|
|
Receivables
|
1,738
|
|
|
2,084
|
|
||
Investments in unconsolidated joint ventures
|
6,149
|
|
|
5,490
|
|
||
Other assets
|
197
|
|
|
38
|
|
||
Total assets
|
$
|
10,486
|
|
|
$
|
10,040
|
|
Liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
2,517
|
|
|
$
|
2,593
|
|
Total liabilities
|
$
|
2,517
|
|
|
$
|
2,593
|
|
Note 4.
|
Earnings (Loss) Per Share
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
918,349
|
|
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
Less: Distributed earnings allocated to nonvested restricted stock
|
(26
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Less: Undistributed earnings allocated to nonvested restricted stock
|
(2,667
|
)
|
|
(90
|
)
|
|
—
|
|
|||
Numerator for basic earnings (loss) per share
|
915,656
|
|
|
39,849
|
|
|
(58,953
|
)
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Interest expense and amortization of debt issuance costs associated with convertible senior notes, net of taxes
|
2,667
|
|
|
2,230
|
|
|
—
|
|
|||
Add: Undistributed earnings allocated to nonvested restricted stock
|
2,667
|
|
|
90
|
|
|
—
|
|
|||
Less: Undistributed earnings reallocated to nonvested restricted stock
|
(2,398
|
)
|
|
(81
|
)
|
|
—
|
|
|||
Numerator for diluted earnings (loss) per share
|
$
|
918,592
|
|
|
$
|
42,088
|
|
|
$
|
(58,953
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding — basic
|
89,265
|
|
|
82,630
|
|
|
77,106
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Share-based payments
|
1,647
|
|
|
1,885
|
|
|
—
|
|
|||
Convertible senior notes
|
8,402
|
|
|
7,044
|
|
|
—
|
|
|||
Weighted average shares outstanding — diluted
|
99,314
|
|
|
91,559
|
|
|
77,106
|
|
|||
Basic earnings (loss) per share
|
$
|
10.26
|
|
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
Diluted earnings (loss) per share
|
$
|
9.25
|
|
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
Note 5.
|
Receivables
|
Note 6.
|
Inventories
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Homes under construction
|
$
|
928,272
|
|
|
$
|
586,439
|
|
Land under development
|
1,710,149
|
|
|
1,066,916
|
|
||
Land held for future development
|
579,966
|
|
|
645,222
|
|
||
Total
|
$
|
3,218,387
|
|
|
$
|
2,298,577
|
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Capitalized interest at beginning of year
|
$
|
216,681
|
|
|
$
|
217,684
|
|
|
$
|
233,461
|
|
Interest incurred (a)
|
171,541
|
|
|
149,101
|
|
|
132,657
|
|
|||
Interest expensed (a)
|
(30,750
|
)
|
|
(62,690
|
)
|
|
(69,804
|
)
|
|||
Interest amortized to construction and land costs
|
(90,804
|
)
|
|
(87,414
|
)
|
|
(78,630
|
)
|
|||
Capitalized interest at end of year (b)
|
$
|
266,668
|
|
|
$
|
216,681
|
|
|
$
|
217,684
|
|
(a)
|
Amounts for the years ended November 30, 2013 and 2012 included losses on the early extinguishment of debt of
$10.4 million
and
$10.3 million
, respectively, associated with the purchase and retirement of certain senior notes ahead of their maturity.
|
(b)
|
Capitalized interest amounts presented in the table reflect the gross amount of capitalized interest, as inventory impairment charges recognized are not generally allocated to specific components of inventory.
|
Note 7.
|
Inventory Impairments and Land Option Contract Abandonments
|
|
|
Years Ended November 30,
|
||||
Unobservable Input (a)
|
|
2014
|
|
2013
|
|
2012
|
Average selling price
|
|
$216,100 - $316,800
|
|
$339,700
|
|
$115,200 - $556,300
|
Deliveries per month
|
|
1 - 4
|
|
1
|
|
1 - 6
|
Discount rate
|
|
17% - 19%
|
|
17%
|
|
17% - 20%
|
(a)
|
The ranges of inputs used in each period primarily reflect differences between the housing markets where each of the impacted communities or land parcels are located, rather than fluctuations in prevailing market conditions.
|
Note 8.
|
Variable Interest Entities
|
|
November 30, 2014
|
|
November 30, 2013
|
||||||||||||
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
||||||||
Unconsolidated VIEs
|
$
|
10,633
|
|
|
$
|
520,628
|
|
|
$
|
11,063
|
|
|
$
|
616,000
|
|
Other land option contracts and other similar contracts
|
22,426
|
|
|
437,842
|
|
|
30,502
|
|
|
535,496
|
|
||||
Total
|
$
|
33,059
|
|
|
$
|
958,470
|
|
|
$
|
41,565
|
|
|
$
|
1,151,496
|
|
Note 9.
|
Investments in Unconsolidated Joint Ventures
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
12,538
|
|
|
$
|
17,446
|
|
|
$
|
31,772
|
|
Construction and land costs
|
(10,790
|
)
|
|
(10,709
|
)
|
|
(21,467
|
)
|
|||
Other expenses, net
|
(1,476
|
)
|
|
(4,042
|
)
|
|
(2,009
|
)
|
|||
Income
|
$
|
272
|
|
|
$
|
2,695
|
|
|
$
|
8,296
|
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
23,699
|
|
|
$
|
18,752
|
|
Receivables
|
5,106
|
|
|
4,902
|
|
||
Inventories
|
153,427
|
|
|
381,195
|
|
||
Other assets
|
—
|
|
|
1,183
|
|
||
Total assets
|
$
|
182,232
|
|
|
$
|
406,032
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
10,824
|
|
|
$
|
85,386
|
|
Equity
|
171,408
|
|
|
320,646
|
|
||
Total liabilities and equity
|
$
|
182,232
|
|
|
$
|
406,032
|
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Number of investments in unconsolidated joint ventures
|
6
|
|
|
9
|
|
||
Investments in unconsolidated joint ventures
|
$
|
79,441
|
|
|
$
|
130,192
|
|
Number of unconsolidated joint venture lots controlled under land option contracts and other similar contracts
|
618
|
|
|
5,367
|
|
Note 10.
|
Other Assets
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash surrender value of insurance contracts
|
$
|
70,571
|
|
|
$
|
68,534
|
|
Debt issuance costs
|
27,082
|
|
|
27,366
|
|
||
Property and equipment, net
|
11,831
|
|
|
8,460
|
|
||
Prepaid expenses
|
5,431
|
|
|
2,716
|
|
||
Total
|
$
|
114,915
|
|
|
$
|
107,076
|
|
Note 11.
|
Accrued Expenses and Other Liabilities
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Employee compensation and related benefits
|
$
|
113,875
|
|
|
$
|
99,332
|
|
Self-insurance and other litigation liabilities
|
89,606
|
|
|
99,612
|
|
||
Accrued interest payable
|
63,275
|
|
|
45,562
|
|
||
Inventory-related obligations (a)
|
52,009
|
|
|
29,517
|
|
||
Warranty liability
|
45,196
|
|
|
48,704
|
|
||
Real estate and business taxes
|
13,684
|
|
|
8,131
|
|
||
Other
|
32,237
|
|
|
25,318
|
|
||
Total
|
$
|
409,882
|
|
|
$
|
356,176
|
|
(a)
|
The inventory-related obligations at November 30, 2014 included a
$33.2 million
liability we recorded for fixed or determinable amounts associated with TIFE assessments in connection with the distribution of land we received from Inspirada during 2014. As homes are delivered, the obligation to pay the remaining TIFE assessments associated with each underlying lot is
|
Note 12.
|
Income Taxes
|
|
Federal
|
|
State
|
|
Total
|
||||||
2014
|
|
|
|
|
|
||||||
Current
|
$
|
100
|
|
|
$
|
(1,900
|
)
|
|
$
|
(1,800
|
)
|
Deferred
|
646,000
|
|
|
179,200
|
|
|
825,200
|
|
|||
Income tax benefit
|
$
|
646,100
|
|
|
$
|
177,300
|
|
|
$
|
823,400
|
|
2013
|
|
|
|
|
|
||||||
Current
|
$
|
—
|
|
|
$
|
1,600
|
|
|
$
|
1,600
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit
|
$
|
—
|
|
|
$
|
1,600
|
|
|
$
|
1,600
|
|
2012
|
|
|
|
|
|
||||||
Current
|
$
|
16,500
|
|
|
$
|
3,600
|
|
|
$
|
20,100
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit
|
$
|
16,500
|
|
|
$
|
3,600
|
|
|
$
|
20,100
|
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Capitalized expenses
|
$
|
103,196
|
|
|
$
|
87,599
|
|
State taxes
|
72,258
|
|
|
62,884
|
|
||
Depreciation and amortization
|
—
|
|
|
300
|
|
||
Other
|
310
|
|
|
208
|
|
||
Total
|
175,764
|
|
|
150,991
|
|
||
|
|
|
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Inventory impairments and land option contract abandonments
|
$
|
229,264
|
|
|
$
|
110,745
|
|
NOL from 2006 through 2013
|
459,393
|
|
|
459,885
|
|
||
Warranty, legal and other accruals
|
42,621
|
|
|
50,110
|
|
||
Employee benefits
|
82,776
|
|
|
73,039
|
|
||
Partnerships and joint ventures
|
15,672
|
|
|
122,081
|
|
||
Depreciation and amortization
|
9,022
|
|
|
—
|
|
||
Capitalized expenses
|
12,528
|
|
|
9,359
|
|
||
Tax credits
|
176,234
|
|
|
173,289
|
|
||
Deferred income
|
638
|
|
|
656
|
|
||
Other
|
13,998
|
|
|
11,267
|
|
||
Total
|
1,042,146
|
|
|
1,010,431
|
|
||
Valuation allowance
|
(41,150
|
)
|
|
(859,440
|
)
|
||
Total
|
1,000,996
|
|
|
150,991
|
|
||
Deferred tax assets, net
|
$
|
825,232
|
|
|
$
|
—
|
|
|
Years Ended November 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Income tax benefit (expense) computed at statutory rate
|
$
|
(33,232
|
)
|
|
(35.0
|
)%
|
|
$
|
(13,427
|
)
|
|
(35.0
|
)%
|
|
$
|
27,672
|
|
|
35.0
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State taxes, net of federal income tax benefit
|
(13,907
|
)
|
|
(14.7
|
)
|
|
(1,947
|
)
|
|
(5.1
|
)
|
|
9,948
|
|
|
12.6
|
|
|||
Reserve and deferred income
|
—
|
|
|
—
|
|
|
(1,808
|
)
|
|
(4.7
|
)
|
|
(9,146
|
)
|
|
(11.6
|
)
|
|||
Capitalized expenses
|
1,249
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
7,960
|
|
|
10.1
|
|
|||
Basis in joint ventures
|
10,441
|
|
|
11.0
|
|
|
(9,598
|
)
|
|
(25.0
|
)
|
|
42,503
|
|
|
53.8
|
|
|||
NOL reconciliation
|
12,973
|
|
|
13.7
|
|
|
(3,806
|
)
|
|
(9.9
|
)
|
|
(5,345
|
)
|
|
(6.8
|
)
|
|||
Inventory impairments
|
—
|
|
|
—
|
|
|
2,827
|
|
|
7.4
|
|
|
(59,401
|
)
|
|
(75.1
|
)
|
|||
Recognition of federal and state tax benefits
|
59
|
|
|
.1
|
|
|
1,600
|
|
|
4.2
|
|
|
17,650
|
|
|
22.3
|
|
|||
Tax credits
|
2,884
|
|
|
3.0
|
|
|
2,675
|
|
|
7.0
|
|
|
17,889
|
|
|
22.6
|
|
|||
Valuation allowance for deferred tax assets
|
825,232
|
|
|
869.1
|
|
|
20,673
|
|
|
53.9
|
|
|
(32,286
|
)
|
|
(40.8
|
)
|
|||
Depreciation and amortization
|
15,765
|
|
|
16.6
|
|
|
4,523
|
|
|
11.8
|
|
|
2,482
|
|
|
3.1
|
|
|||
Other, net
|
1,936
|
|
|
2.1
|
|
|
(112
|
)
|
|
(.3
|
)
|
|
174
|
|
|
.2
|
|
|||
Income tax benefit
|
$
|
823,400
|
|
|
867.2
|
%
|
|
$
|
1,600
|
|
|
4.3
|
%
|
|
$
|
20,100
|
|
|
25.4
|
%
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
206
|
|
|
$
|
1,671
|
|
|
$
|
1,899
|
|
Reductions for tax positions related to prior years
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||
Reductions due to lapse of statute of limitations
|
—
|
|
|
(1,465
|
)
|
|
(63
|
)
|
|||
Balance at end of year
|
$
|
206
|
|
|
$
|
206
|
|
|
$
|
1,671
|
|
Note 13.
|
Notes Payable
|
|
November 30,
|
||||||
|
2014
|
|
2013
|
||||
Mortgages and land contracts due to land sellers and other loans (at interest rates of 5% to 7% at November 30, 2014 and 7% at November 30, 2013)
|
$
|
38,250
|
|
|
$
|
13,615
|
|
6 1/4% Senior notes due June 15, 2015
|
199,891
|
|
|
199,864
|
|
||
9.10% Senior notes due September 15, 2017
|
262,729
|
|
|
262,048
|
|
||
7 1/4% Senior notes due June 15, 2018
|
299,402
|
|
|
299,261
|
|
||
4.75% Senior notes due May 15, 2019
|
400,000
|
|
|
—
|
|
||
8.00% Senior notes due March 15, 2020
|
346,253
|
|
|
345,710
|
|
||
7.00% Senior notes due December 15, 2021
|
450,000
|
|
|
450,000
|
|
||
7.50% Senior notes due September 15, 2022
|
350,000
|
|
|
350,000
|
|
||
1.375% Convertible senior notes due February 1, 2019
|
230,000
|
|
|
230,000
|
|
||
Total
|
$
|
2,576,525
|
|
|
$
|
2,150,498
|
|
|
|
|
|
|
|
|
|
Redeemable Prior to Maturity
|
|
Effective Interest Rate
|
|||
|
|
|
|
|
|
|
|
|
|||||
Notes Payable
|
|
Principal
|
|
Issuance Date
|
|
Maturity Date
|
|
|
|||||
6 1/4% Senior notes
|
|
$
|
199,906
|
|
|
June 2, 2005
|
|
June 15, 2015
|
|
Yes (a)
|
|
6.3
|
%
|
9.10% Senior notes
|
|
265,000
|
|
|
July 30, 2009
|
|
September 15, 2017
|
|
Yes (a)
|
|
9.5
|
|
|
7 1/4% Senior notes
|
|
300,000
|
|
|
April 3, 2006
|
|
June 15, 2018
|
|
Yes (a)
|
|
7.3
|
|
|
4.75% Senior notes
|
|
400,000
|
|
|
March 25, 2014
|
|
May 15, 2019
|
|
Yes (b)
|
|
4.8
|
|
|
8.00% Senior notes
|
|
350,000
|
|
|
February 7, 2012
|
|
March 15, 2020
|
|
Yes (a)
|
|
8.3
|
|
|
7.00% Senior notes
|
|
450,000
|
|
|
October 29, 2013
|
|
December 15, 2021
|
|
Yes (b)
|
|
7.0
|
|
|
7.50% Senior notes
|
|
350,000
|
|
|
July 31, 2012
|
|
September 15, 2022
|
|
Yes (a)
|
|
7.5
|
|
|
1.375% Convertible senior notes
|
|
230,000
|
|
|
January 29, 2013
|
|
February 1, 2019
|
|
Yes (c)
|
|
1.4
|
|
(a)
|
At our option, these notes may be redeemed, in whole at any time or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the redemption date at a defined rate, plus, in each case, accrued and unpaid interest on the notes being redeemed to the applicable redemption date.
|
(b)
|
At our option, these notes may be redeemed, in whole at any time or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the redemption date at a defined rate, plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the applicable redemption date, except that three months prior to these notes’ respective stated maturity dates and until their respective maturity, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the applicable redemption date.
|
(c)
|
We may not redeem the notes prior to November 6, 2018. On or after November 6, 2018, and prior to the stated maturity date, we may, at our option, redeem all or part of the notes at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to, but excluding the redemption date.
|
Note 14.
|
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.
|
(a)
|
Amounts represent the aggregate fair value for real estate assets impacted by inventory impairment charges during the period, as of the date that the fair value measurements were made. The carrying value for these real estate assets may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.
|
|
|
|
November 30,
|
||||||||||||||
|
|
|
2014
|
|
2013
|
||||||||||||
|
Fair Value Hierarchy
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Senior notes
|
Level 2
|
|
$
|
2,308,275
|
|
|
$
|
2,468,852
|
|
|
$
|
1,906,883
|
|
|
$
|
2,069,325
|
|
1.375% Convertible senior notes
|
Level 2
|
|
230,000
|
|
|
229,713
|
|
|
230,000
|
|
|
224,825
|
|
Note 15.
|
Commitments and Contingencies
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
48,704
|
|
|
$
|
47,822
|
|
|
$
|
67,693
|
|
Warranties issued (a)
|
18,479
|
|
|
14,261
|
|
|
8,416
|
|
|||
Payments
|
(39,458
|
)
|
|
(45,338
|
)
|
|
(19,701
|
)
|
|||
Adjustments (b)
|
17,471
|
|
|
31,959
|
|
|
(8,586
|
)
|
|||
Balance at end of year
|
$
|
45,196
|
|
|
$
|
48,704
|
|
|
$
|
47,822
|
|
(a)
|
The year-over-year increase in the expense associated with warranties issued in 2014 and 2013 reflected higher housing revenues in each of those years. Additionally, in 2013, we increased the warranty accrual rate per home based on our historical claims experience.
|
(b)
|
Adjustments in 2014 were primarily comprised of reclassifications of estimated minimum probable recoveries to receivables and a reclassification to establish a separate accrual for a water intrusion-related inquiry from the Office of the Attorney General of the State of Florida (the “Attorney General’s Office”). These items had no impact on our consolidated statements of operations. Adjustments in 2013 were comprised of charges associated with water intrusion-related issues in central and southwest Florida. In 2012, favorable warranty adjustments were partly offset by similar water intrusion-related charges.
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
92,214
|
|
|
$
|
93,349
|
|
|
$
|
94,823
|
|
Self-insurance expense (a)
|
13,491
|
|
|
8,239
|
|
|
7,894
|
|
|||
Payments, net of recoveries (b)
|
(19,131
|
)
|
|
(9,374
|
)
|
|
(10,168
|
)
|
|||
Adjustments
|
—
|
|
|
—
|
|
|
800
|
|
|||
Balance at end of year
|
$
|
86,574
|
|
|
$
|
92,214
|
|
|
$
|
93,349
|
|
(a)
|
These expenses are included in selling, general and administrative expenses and are largely offset by contributions from subcontractors participating in the wrap-up policy.
|
(b)
|
Recoveries are reflected in the period we receive funds from subcontractors and/or their insurers.
|
Years Ending November 30,
|
|
|
||
2015
|
|
$
|
8,140
|
|
2016
|
|
6,630
|
|
|
2017
|
|
4,813
|
|
|
2018
|
|
4,044
|
|
|
2019
|
|
3,576
|
|
|
Thereafter
|
|
12,320
|
|
|
Total minimum lease payments
|
|
$
|
39,523
|
|
Note 16.
|
Legal Matters
|
Note 17.
|
Stockholders’ Equity
|
Note 18.
|
Accumulated Other Comprehensive Loss
|
Postretirement Benefit Plan Adjustments
|
|
|
Total Accumulated Other Comprehensive Loss
|
||
Balance at November 30, 2012
|
|
|
$
|
(27,958
|
)
|
Other comprehensive income before reclassifications
|
|
|
7,083
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
3,359
|
|
|
Other comprehensive income, net of tax
|
|
|
10,442
|
|
|
Balance at November 30, 2013
|
|
|
(17,516
|
)
|
|
Other comprehensive loss before reclassifications
|
|
|
(3,801
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
1,913
|
|
|
Income tax expense related to items of other comprehensive income
|
|
|
(1,604
|
)
|
|
Other comprehensive loss, net of tax
|
|
|
(3,492
|
)
|
|
Balance at November 30, 2014
|
|
|
$
|
(21,008
|
)
|
|
|
Years Ended November 30,
|
||||||||||
Details About Accumulated Other Comprehensive Loss Components
|
|
2014
|
|
2013
|
|
2012
|
||||||
Postretirement benefit plan adjustments
|
|
|
|
|
|
|
||||||
Amortization of net actuarial loss
|
|
$
|
357
|
|
|
$
|
1,803
|
|
|
$
|
1,403
|
|
Amortization of prior service cost
|
|
1,556
|
|
|
1,556
|
|
|
1,556
|
|
|||
Total reclassifications (a)
|
|
$
|
1,913
|
|
|
$
|
3,359
|
|
|
$
|
2,959
|
|
(a)
|
The accumulated other comprehensive loss components are included in the computation of net periodic benefit costs as further discussed in Note 20. Postretirement Benefits.
|
Note 19.
|
Employee Benefit and Stock Plans
|
|
Years Ended November 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Options outstanding at beginning of year
|
10,531,938
|
|
|
$
|
21.11
|
|
|
10,105,546
|
|
|
$
|
21.27
|
|
|
10,160,396
|
|
|
$
|
21.27
|
|
Granted
|
1,273,647
|
|
|
14.62
|
|
|
550,000
|
|
|
16.63
|
|
|
30,000
|
|
|
9.08
|
|
|||
Exercised
|
(36,665
|
)
|
|
7.92
|
|
|
(118,208
|
)
|
|
13.46
|
|
|
(7,494
|
)
|
|
13.93
|
|
|||
Cancelled
|
(33,878
|
)
|
|
20.25
|
|
|
(5,400
|
)
|
|
24.24
|
|
|
(77,356
|
)
|
|
17.96
|
|
|||
Options outstanding at end of year
|
11,735,042
|
|
|
$
|
20.45
|
|
|
10,531,938
|
|
|
$
|
21.11
|
|
|
10,105,546
|
|
|
$
|
21.27
|
|
Options exercisable at end of year
|
10,103,739
|
|
|
$
|
21.32
|
|
|
9,414,935
|
|
|
$
|
22.26
|
|
|
8,533,224
|
|
|
$
|
23.76
|
|
Options available for grant at end of year
|
3,514,077
|
|
|
|
|
746,043
|
|
|
|
|
1,721,847
|
|
|
|
|
|
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 $11.05
|
|
1,651,500
|
|
|
$
|
6.39
|
|
|
6.9
|
|
|
1,646,500
|
|
|
$
|
6.38
|
|
|
|
|
$11.06 to $14.95
|
|
3,150,622
|
|
|
13.03
|
|
|
6.7
|
|
|
1,876,975
|
|
|
11.95
|
|
|
|
|||
$14.96 to $19.90
|
|
2,684,134
|
|
|
17.29
|
|
|
5.3
|
|
|
2,331,478
|
|
|
17.40
|
|
|
|
|||
$19.91 to $33.92
|
|
2,120,746
|
|
|
27.01
|
|
|
3.1
|
|
|
2,120,746
|
|
|
27.01
|
|
|
|
|||
$33.93 to $69.63
|
|
2,128,040
|
|
|
39.80
|
|
|
3.4
|
|
|
2,128,040
|
|
|
39.80
|
|
|
|
|||
$ 6.32 to $69.63
|
|
11,735,042
|
|
|
$
|
20.45
|
|
|
5.1
|
|
|
10,103,739
|
|
|
$
|
21.32
|
|
|
4.4
|
|
|
Years Ended November 30,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
|
1.6
|
%
|
|
1.3
|
%
|
|
.7
|
%
|
Expected volatility factor
|
41.0
|
%
|
|
52.3
|
%
|
|
65.6
|
%
|
Expected dividend yield
|
.7
|
%
|
|
.6
|
%
|
|
1.9
|
%
|
Expected term
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
|
Years Ended November 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|||||||||
Outstanding at beginning of year
|
219,628
|
|
|
$
|
16.23
|
|
|
229,724
|
|
|
$
|
15.81
|
|
|
338,912
|
|
|
$
|
15.03
|
|
Granted
|
219,835
|
|
|
15.34
|
|
|
88,000
|
|
|
17.50
|
|
|
207,617
|
|
|
16.23
|
|
|||
Vested
|
(73,908
|
)
|
|
16.52
|
|
|
(91,312
|
)
|
|
15.18
|
|
|
(176,135
|
)
|
|
14.25
|
|
|||
Cancelled
|
(10,261
|
)
|
|
18.55
|
|
|
(6,784
|
)
|
|
17.24
|
|
|
(140,670
|
)
|
|
15.44
|
|
|||
Outstanding at end of year
|
355,294
|
|
|
$
|
15.81
|
|
|
219,628
|
|
|
$
|
16.23
|
|
|
229,724
|
|
|
$
|
15.81
|
|
|
Years Ended November 30,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|||||||||
Outstanding at beginning of year
|
385,049
|
|
|
$
|
16.39
|
|
|
227,049
|
|
|
$
|
16.23
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
243,160
|
|
|
14.62
|
|
|
158,000
|
|
|
16.63
|
|
|
227,049
|
|
|
16.23
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cancelled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at end of year
|
628,209
|
|
|
$
|
15.70
|
|
|
385,049
|
|
|
$
|
16.39
|
|
|
227,049
|
|
|
$
|
16.23
|
|
Note 20.
|
Postretirement Benefits
|
Note 21.
|
Supplemental Disclosure to Consolidated Statements of Cash Flows
|
|
Years Ended November 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Summary of cash and cash equivalents at the end of the year:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
356,366
|
|
|
$
|
530,095
|
|
|
$
|
524,765
|
|
Financial services
|
2,402
|
|
|
2,428
|
|
|
923
|
|
|||
Total
|
$
|
358,768
|
|
|
$
|
532,523
|
|
|
$
|
525,688
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
$
|
13,037
|
|
|
$
|
64,520
|
|
|
$
|
65,541
|
|
Income taxes paid
|
1,619
|
|
|
800
|
|
|
826
|
|
|||
Income taxes refunded
|
1,728
|
|
|
61
|
|
|
22,342
|
|
|||
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
||||||
Reclassification of warranty recoveries to receivables
|
$
|
18,110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Increase (decrease) in consolidated inventories not owned
|
(5,755
|
)
|
|
4,798
|
|
|
(19,803
|
)
|
|||
Increase in inventories due to distributions of land and land development from an unconsolidated joint venture
|
90,115
|
|
|
—
|
|
|
—
|
|
|||
Inventories and inventory-related obligations associated with TIFE assessments tied to distribution of land from an unconsolidated joint venture
|
33,197
|
|
|
—
|
|
|
—
|
|
|||
Inventories acquired through seller financing
|
61,553
|
|
|
27,600
|
|
|
53,625
|
|
|||
Conversion of liability awards to equity awards
|
6,455
|
|
|
8,346
|
|
|
—
|
|
Note 22.
|
Supplemental Guarantor Information
|
|
Year Ended November 30, 2014
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
2,148,048
|
|
|
$
|
252,901
|
|
|
$
|
—
|
|
|
$
|
2,400,949
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
2,148,048
|
|
|
$
|
241,595
|
|
|
$
|
—
|
|
|
$
|
2,389,643
|
|
Construction and land costs
|
—
|
|
|
(1,776,839
|
)
|
|
(208,812
|
)
|
|
—
|
|
|
(1,985,651
|
)
|
|||||
Selling, general and administrative expenses
|
(68,717
|
)
|
|
(188,690
|
)
|
|
(30,616
|
)
|
|
—
|
|
|
(288,023
|
)
|
|||||
Operating income (loss)
|
(68,717
|
)
|
|
182,519
|
|
|
2,167
|
|
|
—
|
|
|
115,969
|
|
|||||
Interest income
|
432
|
|
|
9
|
|
|
2
|
|
|
—
|
|
|
443
|
|
|||||
Interest expense
|
(165,485
|
)
|
|
(6,056
|
)
|
|
—
|
|
|
140,791
|
|
|
(30,750
|
)
|
|||||
Intercompany interest
|
287,017
|
|
|
(135,978
|
)
|
|
(10,248
|
)
|
|
(140,791
|
)
|
|
—
|
|
|||||
Equity in income (loss) of unconsolidated joint ventures
|
—
|
|
|
(2,551
|
)
|
|
3,292
|
|
|
—
|
|
|
741
|
|
|||||
Homebuilding pretax income (loss)
|
53,247
|
|
|
37,943
|
|
|
(4,787
|
)
|
|
—
|
|
|
86,403
|
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
8,546
|
|
|
—
|
|
|
8,546
|
|
|||||
Total pretax income
|
53,247
|
|
|
37,943
|
|
|
3,759
|
|
|
—
|
|
|
94,949
|
|
|||||
Income tax benefit
|
215,691
|
|
|
551,203
|
|
|
56,506
|
|
|
—
|
|
|
823,400
|
|
|||||
Equity in net income of subsidiaries
|
649,411
|
|
|
—
|
|
|
—
|
|
|
(649,411
|
)
|
|
—
|
|
|||||
Net income
|
$
|
918,349
|
|
|
$
|
589,146
|
|
|
$
|
60,265
|
|
|
$
|
(649,411
|
)
|
|
$
|
918,349
|
|
|
Year Ended November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,872,648
|
|
|
$
|
224,482
|
|
|
$
|
—
|
|
|
$
|
2,097,130
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,872,648
|
|
|
$
|
212,330
|
|
|
$
|
—
|
|
|
$
|
2,084,978
|
|
Construction and land costs
|
—
|
|
|
(1,549,426
|
)
|
|
(187,660
|
)
|
|
—
|
|
|
(1,737,086
|
)
|
|||||
Selling, general and administrative expenses
|
(60,545
|
)
|
|
(161,415
|
)
|
|
(33,848
|
)
|
|
—
|
|
|
(255,808
|
)
|
|||||
Operating income (loss)
|
(60,545
|
)
|
|
161,807
|
|
|
(9,178
|
)
|
|
—
|
|
|
92,084
|
|
|||||
Interest income
|
768
|
|
|
18
|
|
|
6
|
|
|
—
|
|
|
792
|
|
|||||
Interest expense
|
(143,902
|
)
|
|
(5,199
|
)
|
|
—
|
|
|
86,411
|
|
|
(62,690
|
)
|
|||||
Intercompany interest
|
203,096
|
|
|
(108,252
|
)
|
|
(8,433
|
)
|
|
(86,411
|
)
|
|
—
|
|
|||||
Equity in income (loss) of unconsolidated joint ventures
|
—
|
|
|
(2,506
|
)
|
|
499
|
|
|
—
|
|
|
(2,007
|
)
|
|||||
Homebuilding pretax income (loss)
|
(583
|
)
|
|
45,868
|
|
|
(17,106
|
)
|
|
—
|
|
|
28,179
|
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
10,184
|
|
|
—
|
|
|
10,184
|
|
|||||
Total pretax income (loss)
|
(583
|
)
|
|
45,868
|
|
|
(6,922
|
)
|
|
—
|
|
|
38,363
|
|
|||||
Income tax benefit (expense)
|
100
|
|
|
1,800
|
|
|
(300
|
)
|
|
—
|
|
|
1,600
|
|
|||||
Equity in net income of subsidiaries
|
40,446
|
|
|
—
|
|
|
—
|
|
|
(40,446
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
47,668
|
|
|
$
|
(7,222
|
)
|
|
$
|
(40,446
|
)
|
|
$
|
39,963
|
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,378,749
|
|
|
$
|
181,366
|
|
|
$
|
—
|
|
|
$
|
1,560,115
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,378,749
|
|
|
$
|
169,683
|
|
|
$
|
—
|
|
|
$
|
1,548,432
|
|
Construction and land costs
|
—
|
|
|
(1,192,877
|
)
|
|
(139,168
|
)
|
|
—
|
|
|
(1,332,045
|
)
|
|||||
Selling, general and administrative expenses
|
(60,101
|
)
|
|
(145,291
|
)
|
|
(31,251
|
)
|
|
—
|
|
|
(236,643
|
)
|
|||||
Operating income (loss)
|
(60,101
|
)
|
|
40,581
|
|
|
(736
|
)
|
|
—
|
|
|
(20,256
|
)
|
|||||
Interest income
|
480
|
|
|
14
|
|
|
24
|
|
|
—
|
|
|
518
|
|
|||||
Interest expense
|
(127,291
|
)
|
|
(5,364
|
)
|
|
(1
|
)
|
|
62,852
|
|
|
(69,804
|
)
|
|||||
Intercompany interest
|
176,977
|
|
|
(97,304
|
)
|
|
(16,821
|
)
|
|
(62,852
|
)
|
|
—
|
|
|||||
Equity in income (loss) of unconsolidated joint ventures
|
—
|
|
|
(985
|
)
|
|
591
|
|
|
—
|
|
|
(394
|
)
|
|||||
Homebuilding pretax loss
|
(9,935
|
)
|
|
(63,058
|
)
|
|
(16,943
|
)
|
|
—
|
|
|
(89,936
|
)
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
10,883
|
|
|
—
|
|
|
10,883
|
|
|||||
Total pretax loss
|
(9,935
|
)
|
|
(63,058
|
)
|
|
(6,060
|
)
|
|
—
|
|
|
(79,053
|
)
|
|||||
Income tax benefit
|
7,900
|
|
|
10,800
|
|
|
1,400
|
|
|
—
|
|
|
20,100
|
|
|||||
Equity in net loss of subsidiaries
|
(56,918
|
)
|
|
—
|
|
|
—
|
|
|
56,918
|
|
|
—
|
|
|||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(52,258
|
)
|
|
$
|
(4,660
|
)
|
|
$
|
56,918
|
|
|
$
|
(58,953
|
)
|
|
Year Ended November 30, 2014
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net income
|
$
|
918,349
|
|
|
$
|
589,146
|
|
|
$
|
60,265
|
|
|
$
|
(649,411
|
)
|
|
$
|
918,349
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Postretirement benefit plan adjustments
|
(1,888
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,888
|
)
|
|||||
Other comprehensive loss before tax
|
(1,888
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,888
|
)
|
|||||
Income tax expense related to items of other comprehensive income
|
(1,604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,604
|
)
|
|||||
Other comprehensive loss, net of tax
|
(3,492
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,492
|
)
|
|||||
Comprehensive income
|
$
|
914,857
|
|
|
$
|
589,146
|
|
|
$
|
60,265
|
|
|
$
|
(649,411
|
)
|
|
$
|
914,857
|
|
|
Year Ended November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
47,668
|
|
|
$
|
(7,222
|
)
|
|
$
|
(40,446
|
)
|
|
$
|
39,963
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Postretirement benefit plan adjustments
|
10,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|||||
Other comprehensive income, net of tax
|
10,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|||||
Comprehensive income (loss)
|
$
|
50,405
|
|
|
$
|
47,668
|
|
|
$
|
(7,222
|
)
|
|
$
|
(40,446
|
)
|
|
$
|
50,405
|
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(52,258
|
)
|
|
$
|
(4,660
|
)
|
|
$
|
56,918
|
|
|
$
|
(58,953
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Postretirement benefit plan adjustments
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||||
Other comprehensive loss, net of tax
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||||
Comprehensive loss
|
$
|
(60,759
|
)
|
|
$
|
(52,258
|
)
|
|
$
|
(4,660
|
)
|
|
$
|
56,918
|
|
|
$
|
(60,759
|
)
|
|
November 30, 2014
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
303,280
|
|
|
$
|
38,124
|
|
|
$
|
14,962
|
|
|
$
|
—
|
|
|
$
|
356,366
|
|
Restricted cash
|
27,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,235
|
|
|||||
Receivables
|
15
|
|
|
123,024
|
|
|
2,449
|
|
|
—
|
|
|
125,488
|
|
|||||
Inventories
|
—
|
|
|
2,980,056
|
|
|
238,331
|
|
|
—
|
|
|
3,218,387
|
|
|||||
Investments in unconsolidated joint ventures
|
—
|
|
|
79,441
|
|
|
—
|
|
|
—
|
|
|
79,441
|
|
|||||
Deferred tax assets, net
|
215,923
|
|
|
552,653
|
|
|
56,656
|
|
|
—
|
|
|
825,232
|
|
|||||
Other assets
|
99,099
|
|
|
13,922
|
|
|
1,894
|
|
|
—
|
|
|
114,915
|
|
|||||
|
645,552
|
|
|
3,787,220
|
|
|
314,292
|
|
|
—
|
|
|
4,747,064
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
10,486
|
|
|
—
|
|
|
10,486
|
|
|||||
Intercompany receivables
|
3,582,612
|
|
|
—
|
|
|
112,919
|
|
|
(3,695,531
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
39,356
|
|
|
—
|
|
|
—
|
|
|
(39,356
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
4,267,520
|
|
|
$
|
3,787,220
|
|
|
$
|
437,697
|
|
|
$
|
(3,734,887
|
)
|
|
$
|
4,757,550
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, accrued expenses and other liabilities
|
$
|
138,298
|
|
|
$
|
331,361
|
|
|
$
|
112,939
|
|
|
$
|
—
|
|
|
$
|
582,598
|
|
Notes payable
|
2,513,165
|
|
|
63,360
|
|
|
—
|
|
|
—
|
|
|
2,576,525
|
|
|||||
|
2,651,463
|
|
|
394,721
|
|
|
112,939
|
|
|
—
|
|
|
3,159,123
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
2,517
|
|
|
—
|
|
|
2,517
|
|
|||||
Intercompany payables
|
20,147
|
|
|
3,392,499
|
|
|
282,885
|
|
|
(3,695,531
|
)
|
|
—
|
|
|||||
Stockholders’ equity
|
1,595,910
|
|
|
—
|
|
|
39,356
|
|
|
(39,356
|
)
|
|
1,595,910
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
4,267,520
|
|
|
$
|
3,787,220
|
|
|
$
|
437,697
|
|
|
$
|
(3,734,887
|
)
|
|
$
|
4,757,550
|
|
|
November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
476,847
|
|
|
$
|
39,952
|
|
|
$
|
13,296
|
|
|
$
|
—
|
|
|
$
|
530,095
|
|
Restricted cash
|
41,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,906
|
|
|||||
Receivables
|
1,472
|
|
|
73,668
|
|
|
609
|
|
|
—
|
|
|
75,749
|
|
|||||
Inventories
|
—
|
|
|
2,084,177
|
|
|
214,400
|
|
|
—
|
|
|
2,298,577
|
|
|||||
Investments in unconsolidated joint ventures
|
—
|
|
|
123,623
|
|
|
6,569
|
|
|
—
|
|
|
130,192
|
|
|||||
Other assets
|
97,647
|
|
|
8,393
|
|
|
1,036
|
|
|
—
|
|
|
107,076
|
|
|||||
|
617,872
|
|
|
2,329,813
|
|
|
235,910
|
|
|
—
|
|
|
3,183,595
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
10,040
|
|
|
—
|
|
|
10,040
|
|
|||||
Intercompany receivables
|
2,129,729
|
|
|
—
|
|
|
117,829
|
|
|
(2,247,558
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
39,955
|
|
|
—
|
|
|
—
|
|
|
(39,955
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
2,787,556
|
|
|
$
|
2,329,813
|
|
|
$
|
363,779
|
|
|
$
|
(2,287,513
|
)
|
|
$
|
3,193,635
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, accrued expenses and other liabilities
|
$
|
117,875
|
|
|
$
|
268,431
|
|
|
$
|
118,152
|
|
|
$
|
—
|
|
|
$
|
504,458
|
|
Notes payable
|
2,111,773
|
|
|
38,725
|
|
|
—
|
|
|
—
|
|
|
2,150,498
|
|
|||||
|
2,229,648
|
|
|
307,156
|
|
|
118,152
|
|
|
—
|
|
|
2,654,956
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
2,593
|
|
|
—
|
|
|
2,593
|
|
|||||
Intercompany payables
|
21,822
|
|
|
2,022,657
|
|
|
203,079
|
|
|
(2,247,558
|
)
|
|
—
|
|
|||||
Stockholders’ equity
|
536,086
|
|
|
—
|
|
|
39,955
|
|
|
(39,955
|
)
|
|
536,086
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,787,556
|
|
|
$
|
2,329,813
|
|
|
$
|
363,779
|
|
|
$
|
(2,287,513
|
)
|
|
$
|
3,193,635
|
|
|
Year Ended November 30, 2014
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
82,629
|
|
|
$
|
(680,649
|
)
|
|
$
|
(32,671
|
)
|
|
$
|
—
|
|
|
$
|
(630,691
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contributions to unconsolidated joint ventures
|
—
|
|
|
(48,849
|
)
|
|
(248
|
)
|
|
—
|
|
|
(49,097
|
)
|
|||||
Proceeds from sale of investment in unconsolidated joint venture
|
—
|
|
|
—
|
|
|
10,110
|
|
|
—
|
|
|
10,110
|
|
|||||
Purchases of property and equipment, net
|
(208
|
)
|
|
(4,961
|
)
|
|
(626
|
)
|
|
—
|
|
|
(5,795
|
)
|
|||||
Intercompany
|
(794,624
|
)
|
|
—
|
|
|
—
|
|
|
794,624
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(794,832
|
)
|
|
(53,810
|
)
|
|
9,236
|
|
|
794,624
|
|
|
(44,782
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash
|
14,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,671
|
|
|||||
Proceeds from issuance of debt
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Payment of debt issuance costs
|
(5,448
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,448
|
)
|
|||||
Payments on mortgages and land contracts due to land sellers and other loans
|
—
|
|
|
(36,918
|
)
|
|
—
|
|
|
—
|
|
|
(36,918
|
)
|
|||||
Proceeds from issuance of common stock, net
|
137,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,045
|
|
|||||
Issuance of common stock under employee stock plans
|
1,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,896
|
|
|||||
Payments of cash dividends
|
(8,982
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,982
|
)
|
|||||
Stock repurchases
|
(546
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
|||||
Intercompany
|
—
|
|
|
769,549
|
|
|
25,075
|
|
|
(794,624
|
)
|
|
—
|
|
|||||
Net cash provided by financing activities
|
538,636
|
|
|
732,631
|
|
|
25,075
|
|
|
(794,624
|
)
|
|
501,718
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(173,567
|
)
|
|
(1,828
|
)
|
|
1,640
|
|
|
—
|
|
|
(173,755
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
476,847
|
|
|
39,952
|
|
|
15,724
|
|
|
—
|
|
|
532,523
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
303,280
|
|
|
$
|
38,124
|
|
|
$
|
17,364
|
|
|
$
|
—
|
|
|
$
|
358,768
|
|
|
Year Ended November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
4,795
|
|
|
$
|
(483,363
|
)
|
|
$
|
35,082
|
|
|
$
|
—
|
|
|
$
|
(443,486
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contributions to unconsolidated joint ventures
|
—
|
|
|
(9,336
|
)
|
|
(5,023
|
)
|
|
—
|
|
|
(14,359
|
)
|
|||||
Purchases of property and equipment, net
|
(519
|
)
|
|
(1,289
|
)
|
|
(583
|
)
|
|
—
|
|
|
(2,391
|
)
|
|||||
Intercompany
|
(517,803
|
)
|
|
—
|
|
|
—
|
|
|
517,803
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(518,322
|
)
|
|
(10,625
|
)
|
|
(5,606
|
)
|
|
517,803
|
|
|
(16,750
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash
|
456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
456
|
|
|||||
Proceeds from issuance of debt
|
680,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680,000
|
|
|||||
Payment of debt issuance costs
|
(16,525
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,525
|
)
|
|||||
Repayment of senior notes
|
(225,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,394
|
)
|
|||||
Payments on mortgages and land contracts due to land sellers and other loans
|
—
|
|
|
(66,296
|
)
|
|
—
|
|
|
—
|
|
|
(66,296
|
)
|
|||||
Proceeds from issuance of common stock, net
|
109,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,503
|
|
|||||
Issuance of common stock under employee stock plans
|
2,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,181
|
|
|||||
Payments of cash dividends
|
(8,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,366
|
)
|
|||||
Stock repurchases
|
(8,488
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,488
|
)
|
|||||
Intercompany
|
—
|
|
|
550,704
|
|
|
(32,901
|
)
|
|
(517,803
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
533,367
|
|
|
484,408
|
|
|
(32,901
|
)
|
|
(517,803
|
)
|
|
467,071
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
19,840
|
|
|
(9,580
|
)
|
|
(3,425
|
)
|
|
—
|
|
|
6,835
|
|
|||||
Cash and cash equivalents at beginning of year
|
457,007
|
|
|
49,532
|
|
|
19,149
|
|
|
—
|
|
|
525,688
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
476,847
|
|
|
$
|
39,952
|
|
|
$
|
15,724
|
|
|
$
|
—
|
|
|
$
|
532,523
|
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
16,433
|
|
|
$
|
21,233
|
|
|
$
|
(3,049
|
)
|
|
$
|
—
|
|
|
$
|
34,617
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
—
|
|
|
1,381
|
|
|
(392
|
)
|
|
—
|
|
|
989
|
|
|||||
Purchases of property and equipment, net
|
(175
|
)
|
|
(1,494
|
)
|
|
(80
|
)
|
|
—
|
|
|
(1,749
|
)
|
|||||
Intercompany
|
(263
|
)
|
|
—
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(438
|
)
|
|
(113
|
)
|
|
(472
|
)
|
|
263
|
|
|
(760
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash
|
22,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,119
|
|
|||||
Proceeds from issuance of debt
|
694,831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
694,831
|
|
|||||
Payment of debt 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
|
—
|
|
|
8,929
|
|
|
(8,666
|
)
|
|
(263
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
100,055
|
|
|
(17,369
|
)
|
|
(8,666
|
)
|
|
(263
|
)
|
|
73,757
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
116,050
|
|
|
3,751
|
|
|
(12,187
|
)
|
|
—
|
|
|
107,614
|
|
|||||
Cash and cash equivalents at beginning of year
|
340,957
|
|
|
45,781
|
|
|
31,336
|
|
|
—
|
|
|
418,074
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
457,007
|
|
|
$
|
49,532
|
|
|
$
|
19,149
|
|
|
$
|
—
|
|
|
$
|
525,688
|
|
Note 23.
|
Quarterly Results (unaudited)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
450,687
|
|
|
$
|
565,007
|
|
|
$
|
589,214
|
|
|
$
|
796,041
|
|
Gross profits
|
80,561
|
|
|
107,595
|
|
|
108,931
|
|
|
114,765
|
|
||||
Pretax income
|
10,763
|
|
|
26,924
|
|
|
28,661
|
|
|
28,601
|
|
||||
Net income
|
10,563
|
|
|
26,624
|
|
|
28,361
|
|
|
852,801
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
.13
|
|
|
$
|
.30
|
|
|
$
|
.31
|
|
|
$
|
9.25
|
|
Diluted
|
$
|
.12
|
|
|
$
|
.27
|
|
|
$
|
.28
|
|
|
$
|
8.36
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
405,219
|
|
|
$
|
524,406
|
|
|
$
|
548,974
|
|
|
$
|
618,531
|
|
Gross profits
|
61,119
|
|
|
80,772
|
|
|
101,829
|
|
|
113,282
|
|
||||
Pretax income (loss)
|
(12,358
|
)
|
|
(4,173
|
)
|
|
26,578
|
|
|
28,316
|
|
||||
Net income (loss)
|
(12,458
|
)
|
|
(2,973
|
)
|
|
27,278
|
|
|
28,116
|
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(.16
|
)
|
|
$
|
(.04
|
)
|
|
$
|
.32
|
|
|
$
|
.33
|
|
Diluted
|
$
|
(.16
|
)
|
|
$
|
(.04
|
)
|
|
$
|
.30
|
|
|
$
|
.31
|
|
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
|
|
11,735,042
|
|
|
$
|
20.45
|
|
|
3,514,077
|
|
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
(1
|
)
|
|
Total
|
|
11,735,042
|
|
|
$
|
20.45
|
|
|
3,514,077
|
|
|
(1)
|
Represents a prior non-employee directors compensation plan under which our non-employee directors received grants of stock units and Director Plan SARs, which were initially granted as cash-settled instruments. As discussed in Note 17. Stockholders’ Equity in the Notes to Consolidated Financial Statements in this report, all non-employee directors serving on our board of directors as of the date of this report have elected to receive shares of our common stock in settlement of their outstanding units and Director Plan SARs under the terms of the plan. In August 2013, pursuant to a board of directors authorization, we repurchased through open market transactions shares of our common stock solely as necessary for such non-employee director elections in respect of outstanding stock units. In August 2014, our board of directors authorized the repurchase of shares of our common stock, and also authorized potential future grants of stock payment awards under the 2014 Plan, in each case solely as necessary for such non-employee director elections in respect of outstanding Director Plan SARs; however, as of the date of this report, no shares of our common stock have been repurchased and no stock payment awards have been made pursuant to these authorizations. We consider this non-employee director compensation plan 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
|
|
Amended and Restated By-Laws of KB Home, filed as an exhibit to our Current Report on Form 8-K dated July 18, 2014 (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 relating to our Senior Notes among us, the Guarantors party thereto and Sun Trust Bank, Atlanta, dated January 28, 2004, filed as an exhibit to our Registration Statement No. 333-114761 on Form S-4, is 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 named therein, 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 named therein, 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 named therein, 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.
|
|
|
Exhibit
Number
|
|
Description
|
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.
|
|
|
|
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.
|
|
|
|
4.23
|
|
Form of officers’ certificate and guarantors’ officers’ certificates establishing the form and terms of the 1.375% Convertible Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated January 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.24
|
|
Form of 1.375% Convertible Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated January 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.25
|
|
Form of supplemental officers’ certificate and guarantors’ officers’ certificates establishing the form and terms of the 1.375% Convertible Senior Notes due 2019, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.26
|
|
Eighth Supplemental Indenture, dated as of March 12, 2013, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S. Bank National Association, as Trustee, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.27
|
|
Specimen of 7.00% Senior Notes due 2021, filed as an exhibit to our Current Report on Form 8-K dated October 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.28
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7.00% Senior Notes due 2021, filed as an exhibit to our Current Report on Form 8-K dated October 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
Exhibit
Number
|
|
Description
|
4.29
|
|
Ninth Supplemental Indenture, dated as of February 28, 2014, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S. Bank National Association, as Trustee, filed as an exhibit to our Post-Effective Amendment No. 4 to Form S-3 Registration Statement (No. 333-176930), is incorporated by reference herein.
|
|
|
|
4.30
|
|
Specimen of 4.75% Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated March 25, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.31
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 4.75% Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated March 25, 2014 (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 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.
|
|
|
|
10.8
|
|
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.
|
|
|
|
10.9*
|
|
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.
|
|
|
|
10.10*
|
|
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.
|
|
|
|
10.11*
|
|
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.
|
|
|
|
10.12*
|
|
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.
|
|
|
|
10.13*
|
|
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.
|
|
|
|
10.14*
|
|
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.
|
|
|
|
10.15*
|
|
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.
|
|
|
Exhibit
Number
|
|
Description
|
10.16*
|
|
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.
|
|
|
|
10.17*
|
|
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.
|
|
|
|
10.18*
|
|
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.
|
|
|
|
10.19*
|
|
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.
|
|
|
|
10.20*
|
|
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.
|
|
|
|
10.21*
|
|
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.
|
|
|
|
10.22*
|
|
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.
|
|
|
|
10.23*
|
|
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.
|
|
|
|
10.24*
|
|
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.
|
|
|
|
10.25*
|
|
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.
|
|
|
|
10.26*
|
|
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.
|
|
|
|
10.27*
|
|
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.
|
|
|
|
10.28*
|
|
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.
|
|
|
|
10.29
|
|
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.
|
|
|
|
10.30
|
|
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.
|
|
|
|
10.31*
|
|
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.
|
|
|
|
10.32*
|
|
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.
|
|
|
|
10.33*
|
|
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.
|
|
|
|
10.34*
|
|
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.
|
|
|
|
10.35*
|
|
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.
|
|
|
Exhibit
Number
|
|
Description
|
10.36*
|
|
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.
|
|
|
|
10.37*
|
|
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.
|
|
|
|
10.38
|
|
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.
|
|
|
|
10.39*
|
|
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.
|
|
|
|
10.40*
|
|
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.
|
|
|
|
10.41*
|
|
Form of KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement, filed as an exhibit to our 2012 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.42*
|
|
KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement for performance-based restricted stock unit award to Jeffrey T. Mezger, filed as an exhibit to our 2012 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 Restricted Stock Unit Award Agreement, filed as an exhibit to our 2012 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.44
|
|
Revolving Loan Agreement, dated as of March 12, 2013, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.45
|
|
Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective July 18, 2013, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.46
|
|
First Amendment to Revolving Loan Agreement, dated as of November 19, 2013, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent, filed as an exhibit to our 2013 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.47*
|
|
KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.48
|
|
Third Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 17, 2014, filed as an exhibit to our Registration Statement No. 333-197521 on Form S-8 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.49*
|
|
Amendment to Amended and Restated KB Home 1999 Incentive Plan Non-Qualified Stock Option Agreement, effective July 17, 2014, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.50*
|
|
Amendment to KB Home 2001 Stock Incentive Plan Stock Option Agreement, effective July 17, 2014, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.51*
|
|
Amendment to KB Home Performance Based Incentive Plan for Senior Management Stock Option Agreement, effective July 17, 2014, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.52*
|
|
Form of Stock Option Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.53*
|
|
Form of Restricted Stock Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
Exhibit
Number
|
|
Description
|
10.54*
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.55*
|
|
Form of Performance Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.56*
|
|
Form of Restricted Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.57†
|
|
Fourth Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of October 9, 2014.
|
|
|
|
10.58†
|
|
Second Amendment to Revolving Loan Agreement, dated as of November 19, 2014, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent.
|
|
|
|
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.
|
|
|
|
101†
|
|
The following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2014, formatted in eXtensible Business Reporting Language (XBRL): (a) Consolidated Statements of Operations for the years ended November 30, 2014, 2013 and 2012, (b) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended November 30, 2014, 2013 and 2012, (c) Consolidated Balance Sheets as of November 30, 2014 and 2013, (d) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2014, 2013 and 2012, (e) Consolidated Statements of Cash Flows for the years ended November 30, 2014, 2013 and 2012, and (f) 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 21, 2015
|
|
Signature
|
|
Title
|
|
Date
|
/
S
/ JEFFREY T. MEZGER
|
|
Director, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
January 21, 2015
|
Jeffrey T. Mezger
|
|
|
|
|
|
|
|
||
/
S
/ JEFF J. KAMINSKI
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
January 21, 2015
|
Jeff J. Kaminski
|
|
|
|
|
|
|
|
||
/
S
/ WILLIAM R. HOLLINGER
|
|
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
January 21, 2015
|
William R. Hollinger
|
|
|
|
|
|
|
|
||
/
S
/ STEPHEN F. BOLLENBACH
|
|
Chairman of the Board and Director
|
|
January 21, 2015
|
Stephen F. Bollenbach
|
|
|
|
|
|
|
|
||
/
S
/ TIMOTHY W. FINCHEM
|
|
Director
|
|
January 21, 2015
|
Timothy W. Finchem
|
|
|
|
|
|
|
|
|
|
/
S
/ THOMAS W. GILLIGAN
|
|
Director
|
|
January 21, 2015
|
Thomas W. Gilligan
|
|
|
|
|
|
|
|
||
/
S
/ KENNETH M. JASTROW, II
|
|
Director
|
|
January 21, 2015
|
Kenneth M. Jastrow, II
|
|
|
|
|
|
|
|
||
/
S
/ ROBERT L. JOHNSON
|
|
Director
|
|
January 21, 2015
|
Robert L. Johnson
|
|
|
|
|
|
|
|
||
/
S
/ MELISSA LORA
|
|
Director
|
|
January 21, 2015
|
Melissa Lora
|
|
|
|
|
|
|
|
||
/
S
/ MICHAEL G. MCCAFFERY
|
|
Director
|
|
January 21, 2015
|
Michael G. McCaffery
|
|
|
|
|
|
|
|
||
|
|
Director
|
|
|
Luis G. Nogales
|
|
|
|
|
|
|
|
|
|
/
S
/ MICHAEL M. WOOD
|
|
Director
|
|
January 21, 2015
|
Michael M. Wood
|
|
|
|
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
|
|
Amended and Restated By-Laws of KB Home, filed as an exhibit to our Current Report on Form 8-K dated July 18, 2014 (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 relating to our Senior Notes among us, the Guarantors party thereto and Sun Trust Bank, Atlanta, dated January 28, 2004, filed as an exhibit to our Registration Statement No. 333-114761 on Form S-4, is 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 named therein, 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 named therein, 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 named therein, 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.
|
|
|
|
|
|
|
|
4.23
|
|
Form of officers’ certificate and guarantors’ officers’ certificates establishing the form and terms of the 1.375% Convertible Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated January 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.24
|
|
Form of 1.375% Convertible Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated January 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.25
|
|
Form of supplemental officers’ certificate and guarantors’ officers’ certificates establishing the form and terms of the 1.375% Convertible Senior Notes due 2019, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.26
|
|
Eighth Supplemental Indenture, dated as of March 12, 2013, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S. Bank National Association, as Trustee, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.27
|
|
Specimen of 7.00% Senior Notes due 2021, filed as an exhibit to our Current Report on Form 8-K dated October 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.28
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7.00% Senior Notes due 2021, filed as an exhibit to our Current Report on Form 8-K dated October 29, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.29
|
|
Ninth Supplemental Indenture, dated as of February 28, 2014, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S. Bank National Association, as Trustee, filed as an exhibit to our Post-Effective Amendment No. 4 to Form S-3 Registration Statement (No. 333-176930), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.30
|
|
Specimen of 4.75% Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated March 25, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.31
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 4.75% Senior Notes due 2019, filed as an exhibit to our Current Report on Form 8-K dated March 25, 2014 (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.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
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 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.
|
|
|
|
|
|
|
|
10.8
|
|
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.
|
|
|
|
|
|
|
|
10.9*
|
|
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.
|
|
|
|
|
|
|
|
10.10*
|
|
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.
|
|
|
|
|
|
|
|
10.11*
|
|
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.
|
|
|
|
|
|
|
|
10.12*
|
|
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.
|
|
|
|
|
|
|
|
10.13*
|
|
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.
|
|
|
|
|
|
|
|
10.14*
|
|
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.
|
|
|
|
|
|
|
|
10.15*
|
|
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.
|
|
|
|
|
|
|
|
10.16*
|
|
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.
|
|
|
|
|
|
|
|
10.17*
|
|
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.
|
|
|
|
|
|
|
|
10.18*
|
|
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.
|
|
|
|
|
|
|
|
10.19*
|
|
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.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
10.20*
|
|
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.
|
|
|
|
|
|
|
|
10.21*
|
|
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.
|
|
|
|
|
|
|
|
10.22*
|
|
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.
|
|
|
|
|
|
|
|
10.23*
|
|
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.
|
|
|
|
|
|
|
|
10.24*
|
|
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.
|
|
|
|
|
|
|
|
10.25*
|
|
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.
|
|
|
|
|
|
|
|
10.26*
|
|
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.
|
|
|
|
|
|
|
|
10.27*
|
|
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.
|
|
|
|
|
|
|
|
10.28*
|
|
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.
|
|
|
|
|
|
|
|
10.29
|
|
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.
|
|
|
|
|
|
|
|
10.30
|
|
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.
|
|
|
|
|
|
|
|
10.31*
|
|
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.
|
|
|
|
|
|
|
|
10.32*
|
|
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.
|
|
|
|
|
|
|
|
10.33*
|
|
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.
|
|
|
|
|
|
|
|
10.34*
|
|
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.
|
|
|
|
|
|
|
|
10.35*
|
|
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.
|
|
|
|
|
|
|
|
10.36*
|
|
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.
|
|
|
|
|
|
|
|
10.37*
|
|
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.
|
|
|
|
|
|
|
|
10.38
|
|
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.
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
|
|
|
|
|
10.39*
|
|
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.
|
|
|
|
|
|
|
|
10.40*
|
|
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.
|
|
|
|
|
|
|
|
10.41*
|
|
Form of KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement, filed as an exhibit to our 2012 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.42*
|
|
KB Home 2010 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement for performance-based restricted stock unit award to Jeffrey T. Mezger, filed as an exhibit to our 2012 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 Restricted Stock Unit Award Agreement, filed as an exhibit to our 2012 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.44
|
|
Revolving Loan Agreement, dated as of March 12, 2013, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.45
|
|
Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective July 18, 2013, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.46
|
|
First Amendment to Revolving Loan Agreement, dated as of November 19, 2013, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent, filed as an exhibit to our 2013 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.47*
|
|
KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.48
|
|
Third Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 17, 2014, filed as an exhibit to our Registration Statement No. 333-197521 on Form S-8 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.49*
|
|
Amendment to Amended and Restated KB Home 1999 Incentive Plan Non-Qualified Stock Option Agreement, effective July 17, 2014, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.50*
|
|
Amendment to KB Home 2001 Stock Incentive Plan Stock Option Agreement, effective July 17, 2014, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.51*
|
|
Amendment to KB Home Performance Based Incentive Plan for Senior Management Stock Option Agreement, effective July 17, 2014, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.52*
|
|
Form of Stock Option Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.53*
|
|
Form of Restricted Stock Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.54*
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.55*
|
|
Form of Performance Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
10.56*
|
|
Form of Restricted Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.57†
|
|
Fourth Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of October 9, 2014.
|
|
|
|
|
|
|
|
10.58†
|
|
Second Amendment to Revolving Loan Agreement, dated as of November 19, 2014, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
101†
|
|
The following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2014, formatted in eXtensible Business Reporting Language (XBRL): (a) Consolidated Statements of Operations for the years ended November 30, 2014, 2013 and 2012, (b) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended November 30, 2014, 2013 and 2012, (c) Consolidated Balance Sheets as of November 30, 2014 and 2013, (d) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2014, 2013 and 2012, (e) Consolidated Statements of Cash Flows for the years ended November 30, 2014, 2013 and 2012, and (f) the Notes to Consolidated Financial Statements.
|
|
|
Annual Board Retainer
|
$100,000
|
Committee Chair Retainers
(Chairman of the Board not eligible)
|
$25,000 (Audit and Compliance)
$18,000 (Management Development and Compensation)
$15,000 (Nominating and Corporate Governance)
|
Committee Member Retainers
(Chairman of the Board not eligible)
|
$10,000 (Audit and Compliance)
$7,000 (Management Development and Compensation)
$5,000 (Nominating and Corporate Governance)
|
Annual Award
|
An Award with a value of $145,000
|
Additional Meeting Fees
|
$1,500 per Board or standing committee meeting
|
Per Diem Fees
|
TBD on a case-by-case basis in accordance with the Plan
|
For each Fiscal Quarter ending after the Closing Date through and including the first Fiscal Quarter of 2014
|
1.10
|
For the second Fiscal Quarter of 2014
|
1.20
|
For the third Fiscal Quarter of 2014 and each Fiscal Quarter thereafter
|
1.40”
|
Name:
|
Jeff J. Kaminski
|
Title:
|
Executive Vice President and
Chief Financial Officer |
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President, Chief Financial
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President and Assistant Secretary
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President and Assistant Secretary
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President, Chief Financial Officer and Assistant Secretary
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President and Assistant Secretary
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President and Assistant Secretary
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President and Assistant Secretary
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
Thad Johnson
|
Title:
|
Vice President and Treasurer
|
Name:
|
William R. Hollinger
|
Title:
|
Vice President and Assistant Secretary
|
Name:
|
John Rowland
|
Title:
|
Vice President
|
Name:
|
Ann E. Kenzie
|
Title:
|
Senior Vice President
|
Name:
|
Bill O’Daly
|
Title:
|
Authorized Signatory
|
Name:
|
D. Andrew Maletta
|
Title:
|
Authorized Signatory
|
Name:
|
Lisa Wong
|
Title:
|
Vice President
|
Name:
|
Michael Shannon
|
Title:
|
Vice President
|
KB HOME
|
|||||||||||||||||||
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
|||||||||||||||||||
(In Thousands, Except Ratios)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Years Ended November 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations before income taxes
|
$
|
94,949
|
|
|
$
|
38,363
|
|
|
$
|
(79,053
|
)
|
|
$
|
(181,168
|
)
|
|
$
|
(76,368
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred
|
171,541
|
|
|
149,101
|
|
|
132,657
|
|
|
112,037
|
|
|
122,230
|
|
|||||
Amortization of premiums and discounts related to debt
|
7,124
|
|
|
5,347
|
|
|
3,016
|
|
|
2,150
|
|
|
2,149
|
|
|||||
Portion of rent expense considered to be interest
|
3,917
|
|
|
3,204
|
|
|
3,096
|
|
|
3,517
|
|
|
4,658
|
|
|||||
Amortization of previously capitalized interest
|
90,804
|
|
|
87,414
|
|
|
78,630
|
|
|
79,338
|
|
|
95,236
|
|
|||||
Distribution of earnings from unconsolidated joint ventures, net of equity in income (loss)
|
(1,063
|
)
|
|
2,882
|
|
|
1,519
|
|
|
45,256
|
|
|
19,638
|
|
|||||
Deduct:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(140,791
|
)
|
|
(86,411
|
)
|
|
(62,853
|
)
|
|
(62,833
|
)
|
|
(53,923
|
)
|
|||||
Income (loss) as adjusted
|
$
|
226,481
|
|
|
$
|
199,900
|
|
|
$
|
77,012
|
|
|
$
|
(1,703
|
)
|
|
$
|
113,620
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred
|
$
|
171,541
|
|
|
$
|
149,101
|
|
|
$
|
132,657
|
|
|
$
|
112,037
|
|
|
$
|
122,230
|
|
Amortization of premiums and discounts related to debt
|
7,124
|
|
|
5,347
|
|
|
3,016
|
|
|
2,150
|
|
|
2,149
|
|
|||||
Portion of rent expense considered to be interest
|
3,917
|
|
|
3,204
|
|
|
3,096
|
|
|
3,517
|
|
|
4,658
|
|
|||||
|
$
|
182,582
|
|
|
$
|
157,652
|
|
|
$
|
138,769
|
|
|
$
|
117,704
|
|
|
$
|
129,037
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.24
|
x
|
|
1.27
|
x
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Coverage deficiency (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(61,757
|
)
|
|
$
|
(119,407
|
)
|
|
$
|
(15,417
|
)
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Earnings for the years ended November 30, 2012, 2011 and 2010 were insufficient to cover fixed charges for the period by $61.8 million, $119.4 million and $15.4 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 Central Valley Inc.
|
|
|
100
|
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
|
|
|
|
Fremont Pat Ranch LLC
|
|
|
100
|
KB HOME California LLC
|
|
|
100
|
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 Inspirada LLC
|
|
|
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 Urban Inc.
|
|
|
100
|
SF Bush Street Condos LLC
|
|
|
100
|
SF Townsend Condos LLC
|
|
|
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. 333-197517) 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,
|
|
(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, and
|
|
(5)
|
Registration Statement (Form S-8 No. 333-197521) pertaining to the KB Home 2014 Equity Incentive Plan, the Third Amended and Restated Non-Employee Directors Compensation Plan, and the KB Home 401(k) Savings 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 21, 2015
|
|
/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 21, 2015
|
|
/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 21, 2015
|
|
/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 21, 2015
|
|
/s/ JEFF J. KAMINSKI
|
|
|
|
Jeff J. Kaminski
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|