e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File No. 1-9195
KB HOME 401(k) SAVINGS PLAN
(Full title of the plan)
KB HOME
10990 Wilshire Boulevard
Los Angeles, California 90024
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
Financial Statements and Supplemental Schedule
KB Home 401(k) Savings Plan
Years ended December 31, 2006 and 2005
KB Home 401(k) Savings Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 2006 and 2005
Contents
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1 |
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Audited Financial Statements |
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2 |
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3 |
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4 |
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8 |
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Report of Independent Registered Public Accounting Firm
The Administrative Committee, as Plan Administrator
of the KB Home 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits of the KB Home
401(k) Savings Plan (the Plan) as of December 31, 2006 and 2005, and the related statements of
changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2006, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Los Angeles, California
May 11, 2007
1
KB Home 401(k) Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2006 |
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2005 |
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Assets |
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Cash |
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$ |
161,507 |
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$ |
298,965 |
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Investments, at fair value |
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192,254,279 |
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173,663,774 |
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Receivables |
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6,488 |
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5,201 |
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Total assets |
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192,422,274 |
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173,967,940 |
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Liabilities |
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Administrative expenses payable |
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4,636 |
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7,739 |
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Total liabilities |
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4,636 |
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7,739 |
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Net assets available for benefits |
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$ |
192,417,638 |
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$ |
173,960,201 |
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See accompanying notes.
2
KB Home 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
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Years ended December 31, |
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2006 |
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2005 |
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Additions |
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Contributions from: |
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Plan participants |
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$ |
25,944,699 |
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$ |
23,027,992 |
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Employer, net of forfeitures |
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10,990,299 |
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10,316,397 |
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36,934,998 |
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33,344,389 |
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Investment income: |
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Interest and dividends |
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14,524,330 |
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5,176,227 |
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Net appreciation (depreciation) in fair value of investments |
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(5,035,159 |
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13,691,133 |
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9,489,171 |
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18,867,360 |
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Assets transferred into the Plan |
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649,520 |
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Total additions |
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46,424,169 |
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52,861,269 |
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Deductions |
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Benefits paid to participants |
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27,900,295 |
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18,397,800 |
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Administrative expenses |
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66,437 |
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43,335 |
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Total deductions |
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27,966,732 |
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18,441,135 |
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Net increase in net assets available for benefits |
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18,457,437 |
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34,420,134 |
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Net assets available for benefits |
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Beginning of year |
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173,960,201 |
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139,540,067 |
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End of year |
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$ |
192,417,638 |
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$ |
173,960,201 |
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See accompanying notes.
3
KB Home 401(k) Savings Plan
Notes to Financial Statements
December 31, 2006
1. General Description of the Plan
The KB Home 401(k) Savings Plan (the Plan), formerly the Kaufman and Broad Home Corporation Amended
and Restated 401(k) Savings Plan, is a defined contribution plan in which all eligible employees of
KB Home (the Company) are eligible to participate on the first day of the month following the date
of hire.
Eligible employees who elect to participate in the Plan (each, a Participant) may contribute up to
15% of their annual compensation (25% effective January 1, 2007), on a pretax basis, by means of
payroll deduction. Participants may also contribute up to an additional 15% of their annual
compensation, on an after-tax basis, also by means of payroll deduction. All contributions must be
in whole percentages. Pretax contributions are eligible for tax deferred treatment up to the limits
provided by the Tax Reform Act of 1986, as adjusted for cost of living.
Effective as of August 1, 2003, each Participant whose designated per payroll period contribution
rate is at least 6%, who has attained (or will attain) age 50 before the close of a Plan year and
whose contributions for the Plan year will exceed the limits of Internal Revenue Code (the Code)
Section 402(s) or other Plan limit, is eligible to make a catch-up contribution in accordance with,
and subject to the limitations of, Code Section 414(v).
Unless otherwise elected by the Board of Directors, the Company will match a Participants pretax
contribution up to 6% of annual eligible compensation (for Participants paid on a commission basis,
matching eligible compensation shall not exceed $50,000). Company matching contributions and
related investment income vest to Participants over five years.
Plan assets are held in trust by Fidelity Management Trust Company, Inc. (the Trustee).
Participants may direct the investment of their contributions among one or more of the several fund
options offered by the Plan.
Participants who terminate their employment with the Company may elect to withdraw or rollover
their contributions, vested Company contributions, and related investment income. Withdrawals or
rollovers (to a separate defined contribution plan or individual retirement account) may be
processed without a terminated Participants consent if the Participants vested benefits total
less than $5,000. Vested benefits totaling $1,000 or less will be distributed as a lump-sum
payment, and vested benefits totaling more than $1,000 but less than $5,000 will be rolled into an
individual retirement account. Terminated Participants may keep vested benefits totaling $5,000 or
more in the Plan.
4
KB Home 401(k) Savings Plan
Notes to Financial Statements (continued)
December 31, 2006
1. General Description of the Plan (continued)
Unvested Company contributions for terminated Participants are forfeited and used by the Company to
offset future matching contributions. For the years ended December 31, 2006 and 2005, the Company
used $1,936,723 and $1,511,312, respectively, of forfeitures to offset matching contributions. The
forfeiture balances available to offset future matching contributions were $952,344 and $488,357 at
December 31, 2006 and 2005, respectively.
The Plan allows Participants to borrow against their vested benefits and to take hardship
withdrawals subject to certain limitations.
In the event of Plan termination, benefits of all affected Participants, if not already so, shall
become 100% vested and not subject to forfeiture.
On February 8, 2005, the assets from the PTH Holdings, LLC 401(k) Retirement Plan were transferred
into the Plan in conjunction with the acquisition of Palmetto Traditional Homes.
2. Summary of Significant Accounting Policies
The financial statements of the Plan are prepared on an accrual basis. Investment income is
recorded as earned. Distributions of Plan benefits to Participants who withdraw from the Plan are
recorded when distributed. Certain administrative expenses of the Plan, such as recordkeeping fees,
are paid directly by the Company, while other administrative expenses, such as loan administration
and withdrawal fees and fees related to the unitized stock fund, are paid directly by Plan
participants.
The financial statements are based on information provided to the Company and are certified as
complete and accurate by the Trustee. Certain adjustments have been made to the financial
statements provided by the Trustee in order for them to conform to the accrual basis of accounting.
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that could affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.
5
KB Home 401(k) Savings Plan
Notes to Financial Statements (continued)
December 31, 2006
3. Investments
Investments are valued at fair value, which is determined daily by the Trustee through reference to
published market information using closing prices on the valuation date for mutual funds and common
stock and based on closing balances for cash and participant loans.
The fair value of the Plans individual investments that represent 5% or more of the Plans net
assets as of December 31, 2006 and 2005, were as follows:
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December 31, |
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2006 |
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2005 |
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Fidelity Contrafund |
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$ |
22,440,334 |
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$ |
20,837,284 |
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Fidelity Equity Income |
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15,587,851 |
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13,025,632 |
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Fidelity Intermediate Bond |
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10,430,981 |
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9,062,202 |
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Fidelity Low-Priced Stock |
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13,930,586 |
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15,092,335 |
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Fidelity Magellan |
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18,493,129 |
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18,644,166 |
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Fidelity Retirement Money Market |
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16,866,934 |
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14,225,919 |
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KB Home common stock |
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18,871,912 |
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29,428,608 |
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Net appreciation (depreciation) of the Plans investments (including investments bought, sold, and
held during the year) for the years ended December 31, 2006 and 2005, were as follows:
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Years ended |
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December 31, |
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2006 |
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2005 |
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Mutual funds |
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$ |
3,596,073 |
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$ |
6,097,874 |
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KB Home common stock |
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(8,631,232 |
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7,593,259 |
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Total |
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$ |
(5,035,159 |
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$ |
13,691,133 |
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4. Tax Status of the Plan
The Plan has received a determination letter from the Internal Revenue Service dated February 28,
2002, stating that the Plan is qualified, in form, under Code Section 401(a) and, therefore, the
related trust is exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan administrator
6
KB Home 401(k) Savings Plan
Notes to Financial Statements (continued)
December 31, 2006
4. Tax Status of the Plan (continued)
believes the Plan is being operated in compliance with the applicable requirements of the Code
and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
5. Legal Matter
Bagley, et al., v. KB Home, et al.
On March 16, 2007, the plaintiffs, who claim to be former employees of KB Home who participated in
the Plan, filed this class action lawsuit against the Company, certain of its current and former
officers and directors, and members of the KB Home 401(k) Savings Plan Administrative Committee.
In the lawsuit, plaintiffs allege that defendants breached fiduciary duties owed to plaintiffs and
the purported class members under the Employee Retirement Income Security Act of 1974 by failing to
disclose information, and providing other misleading information, to Participants in the Plan about
the Companys alleged prior stock option backdating practices. Plaintiffs also allege that
defendants breached their fiduciary duties by failing to remove the Companys stock as an
investment option under the Plan. The Plan itself is not named as a defendant. The
outcome of the matter, if any, is unknown, but it is not expected to have a material impact on the
net assets of the Plan.
6. Reclassifications
Certain amounts in the 2005 financial statements have been reclassified to conform to the 2006
presentation.
7
KB Home 401(k) Savings Plan
EIN: 95-3666267 Plan Number: 001
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)
December 31, 2006
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Description of |
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Current |
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Identity of Issue |
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Asset |
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Value |
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Mutual Funds: |
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American Beacon Small Cap Value |
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211,512,574 shares |
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$ |
4,575,017 |
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Dimension US Large Cap Value |
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154,491.274 shares |
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3,900,905 |
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Fidelity Asset Manager* |
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468,905.485 shares |
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7,554,067 |
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Fidelity Consumer Discretionary* |
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16,780.035 shares |
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439,637 |
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Fidelity Contrafund* |
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344,176.895 shares |
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22,440,334 |
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Fidelity Equity Income* |
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266,231.439 shares |
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15,587,851 |
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Fidelity Financial* |
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12,714.973 shares |
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1,508,377 |
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Fidelity Freedom Income* |
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45,168.871 shares |
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521,249 |
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Fidelity Freedom 2000* |
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25,909.487 shares |
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322,832 |
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Fidelity Freedom 2010* |
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140,238.658 shares |
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2,050,289 |
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Fidelity Freedom 2020* |
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248,782.330 shares |
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3,863,590 |
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Fidelity Freedom 2030* |
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189,949.726 shares |
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3,044,894 |
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Fidelity Freedom 2040* |
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284,425.009 shares |
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2,696,349 |
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Fidelity Healthcare* |
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18,312.397 shares |
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2,290,148 |
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Fidelity Industrials* |
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47,160.431 shares |
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965,374 |
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Fidelity Intermediate Bond* |
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1,016,664.785 shares |
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10,430,981 |
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Fidelity Low-Priced Stock* |
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319,949.139 shares |
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13,930,586 |
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Fidelity Magellan* |
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206,580.981 shares |
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18,493,129 |
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Fidelity Natural Resources* |
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124,251.937 shares |
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3,461,659 |
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Fidelity Overseas* |
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164,073.543 shares |
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7,350,495 |
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Fidelity Retirement Money Market* |
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16,866,933.620 shares |
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16,866,934 |
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Fidelity Technology* |
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23,142.638 shares |
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1,571,154 |
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Fidelity Utilities Growth* |
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24,767.971 shares |
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1,372,393 |
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Legg Mason Partners Aggressive Growth |
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77,472.150 shares |
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8,960,429 |
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Managers Fremont Institutional Micro-Cap |
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37,457.414 shares |
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534,517 |
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Spartan US Equity Index* |
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111,351.701 shares |
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5,587,628 |
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Templeton Developing Markets A |
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285,562.340 shares |
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8,075,703 |
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KB Home Stock Fund: |
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KB Home common stock* |
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368,071.00 shares |
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18,871,912 |
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Fidelity Cash* |
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877,685 |
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Participant loans* |
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4,108,161 |
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Interest rates ranging from 4.0% to
10.5% with maturity
dates through 2021 |
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$ |
192,254,279 |
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*Party-in-interest to the Plan.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
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KB Home
401 (k) Savings Plan
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Dated: June 22, 2007 |
By: |
/s/ DOMENICO CECERE
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Domenico Cecere |
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Executive Vice President and Chief Financial
Officer |
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9
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Sequentially Numbered Page |
23.1
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Consent of Independent
Registered Public
Accounting Firm
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12 |
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10