e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2007
OR
|
|
|
o |
|
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, 2007 and 2006
KB Home 401(k) Savings Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 2007 and 2006
Contents
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, 2007 and 2006, 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, 2007 and 2006, 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, 2007, 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
June 24, 2008
1
KB Home 401(k) Savings Plan
Statements of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
|
|
|
$ |
161,507 |
|
Investments, at fair value |
|
|
184,776,750 |
|
|
|
192,254,279 |
|
Receivables |
|
|
93,432 |
|
|
|
6,488 |
|
|
|
|
|
|
|
|
Total assets |
|
|
184,870,182 |
|
|
|
192,422,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses payable |
|
|
4,947 |
|
|
|
4,636 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
4,947 |
|
|
|
4,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
184,865,235 |
|
|
$ |
192,417,638 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
2
KB Home 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions from: |
|
|
|
|
|
|
|
|
Plan Participants |
|
$ |
18,277,037 |
|
|
$ |
25,944,699 |
|
Employer, net of forfeitures |
|
|
6,276,601 |
|
|
|
10,990,299 |
|
|
|
|
|
|
|
|
|
|
|
24,553,638 |
|
|
|
36,934,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income: |
|
|
|
|
|
|
|
|
Interest and dividends |
|
|
13,560,288 |
|
|
|
14,524,330 |
|
Net depreciation in fair value of investments |
|
|
(5,583,487 |
) |
|
|
(5,035,159 |
) |
|
|
|
|
|
|
|
|
|
|
7,976,801 |
|
|
|
9,489,171 |
|
|
|
|
|
|
|
|
Total additions |
|
|
32,530,439 |
|
|
|
46,424,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deductions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid to Participants |
|
|
40,027,042 |
|
|
|
27,900,295 |
|
Administrative expenses |
|
|
55,800 |
|
|
|
66,437 |
|
|
|
|
|
|
|
|
Total deductions |
|
|
40,082,842 |
|
|
|
27,966,732 |
|
|
|
|
|
|
|
|
Net (decrease) increase in net assets available for benefits |
|
|
(7,552,403 |
) |
|
|
18,457,437 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
192,417,638 |
|
|
|
173,960,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
184,865,235 |
|
|
$ |
192,417,638 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
3
KB Home 401(k) Savings Plan
Notes to Financial Statements
December 31, 2007
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) may participate on the first day of the month following their date of hire.
Eligible employees who elect to participate in the Plan (each, a Participant) may contribute up to
25% of their annual eligible compensation (15% prior to January 1, 2007), on a pretax basis, by
means of payroll deduction. Participants may also contribute up to an additional 15% of their
annual eligible 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 Internal Revenue Code (the Code), 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 Code Section 402(g) 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 its 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.
Rollover contributions transferred from other qualified retirement plans or from Individual
Retirement Accounts are accepted as permitted by the Plan.
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 formerly employed 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
4
KB Home 401(k) Savings Plan
Notes to Financial Statements
December 31, 2007
1. General Description of the Plan (continued)
be rolled into an individual retirement account. Formerly employed Participants may keep vested
benefits totaling $5,000 or more in the Plan.
Unvested Company contributions for formerly employed Participants are forfeited and used by the
Company to offset future matching contributions. For the years ended December 31, 2007 and 2006,
the Company used $3,923,917 and $1,936,723, respectively, of forfeitures to offset matching
contributions. The forfeiture balances available to offset future matching contributions were
$235,556 and $952,344 at December 31, 2007 and 2006, respectively.
The Plan allows Participants to borrow against their vested benefits and to take hardship
withdrawals subject to certain limitations.
As of the date of this report, the Company expects and intends to continue the Plan, but reserves
the right to amend, suspend or terminate the Plan at any time. In the event of Plan termination,
benefits of all affected Participants, if not already so, shall become 100% vested and not subject
to forfeiture.
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. Other administrative expenses arising from Participants
individual elections under the Plan, such as loan administration and withdrawal fees and fees
related to the unitized stock fund (the KB Home Stock fund), are paid directly by such
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
December 31, 2007
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, 2007
and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Fidelity Contrafund |
|
$ |
24,203,495 |
|
|
$ |
22,440,334 |
|
Fidelity Equity Income |
|
|
13,765,334 |
|
|
|
15,587,851 |
|
Fidelity Intermediate Bond |
|
|
9,797,173 |
|
|
|
10,430,981 |
|
Fidelity Low-Priced Stock |
|
|
11,222,298 |
|
|
|
13,930,586 |
|
Fidelity Magellan |
|
|
19,057,981 |
|
|
|
18,493,129 |
|
Fidelity Retirement Money Market |
|
|
18,502,094 |
|
|
|
16,866,934 |
|
KB Home Common Stock |
|
|
* |
|
|
|
18,871,912 |
|
Templeton Developing Markets A |
|
|
9,592,466 |
|
|
|
* |
|
* Represents less than 5% of the Plans net assets
The Plans concentrations of credit and market risk are dictated by its terms, as well as by those
of ERISA and an individual Participants investment preference. Due to the level of risk
associated with certain investment securities and the level of uncertainty related to changes in
the value of these investments, it is possible that changes in risks in the near term could
materially affect Participants account balances and amounts reported in the statements of net
assets available for benefits and the statements of changes in net assets available for benefits.
Net appreciation (depreciation) of the Plans investments (including investments bought, sold, and
held during the year) for the years ended December 31, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
$ |
4,984,887 |
|
|
$ |
3,596,073 |
|
KB Home Common Stock |
|
|
(10,568,374 |
) |
|
|
(8,631,232 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(5,583,487 |
) |
|
$ |
(5,035,159 |
) |
|
|
|
|
|
|
|
6
KB Home 401(k) Savings Plan
Notes to Financial Statements
December 31, 2007
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 under Code Section 401(a) and, therefore, the related
trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service,
the Plan has been amended (and/or restated). Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan administrator believes the Plan
is being operated in compliance with the applicable requirements of the Code and, therefore,
believes that the Plan, as amended (and/or restated), is qualified and the related trust is tax
exempt.
5. Legal Matter
Bagley, et al., v. KB Home, et al.
This class action lawsuit was filed on March 16, 2007, against the Company, certain of its former
officers and directors, and members of the KB Home 401(k) Savings Plan Administrative Committee.
On March 17, 2008, the two existing plaintiffs, together with two additional plaintiffs, filed a
first amended complaint. The plaintiffs, who claim to be former employees of KB Home who
participated in the Plan, allege that defendants breached fiduciary duties owed to plaintiffs and
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. Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157, Fair Value Measurements (SFAS No. 157), which provides guidance
for using fair value to measure assets and liabilities, defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and for interim periods within those
years. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB
Statement No. 157, which delayed for one year the applicability of SFAS No. 157s fair-value
measurements to certain nonfinancial assets and liabilities. The
7
KB Home 401(k) Savings Plan
Notes to Financial Statements
December 31, 2007
6. Recent Accounting Pronouncements (continued)
Company is currently evaluating the potential impact of SFAS No. 157 on the Plans financial
statements.
7. Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
184,865,235 |
|
Benefits payable |
|
|
(33,314 |
) |
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
184,831,921 |
|
|
|
|
|
The following is a reconciliation of benefits paid to Participants per the financial statements to
the Form 5500:
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, 2007 |
|
|
|
|
|
|
Benefits paid to Participants per the financial statements |
|
$ |
40,027,042 |
|
Benefits payable |
|
|
33,314 |
|
|
|
|
|
|
|
|
|
|
Benefits paid to Participants per the Form 5500 |
|
$ |
40,060,356 |
|
|
|
|
|
8
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, 2007
|
|
|
|
|
|
|
|
|
|
|
|
Identity of Issue |
|
Description of Asset |
|
|
Current Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
|
American Beacon Small Cap Value |
|
|
170,064.001 |
|
shares |
|
$ |
2,994,827 |
|
Dimension US Large Cap Value |
|
|
76,527.055 |
|
shares |
|
|
1,775,428 |
|
Fidelity Asset Manager* |
|
|
456,510.455 |
|
shares |
|
|
7,080,477 |
|
Fidelity Consumer Discretionary* |
|
|
16,804.020 |
|
shares |
|
|
353,221 |
|
Fidelity Contrafund* |
|
|
331,055.872 |
|
shares |
|
|
24,203,495 |
|
Fidelity Equity Income* |
|
|
249,552.837 |
|
shares |
|
|
13,765,334 |
|
Fidelity Financial* |
|
|
9,729.211 |
|
shares |
|
|
931,280 |
|
Fidelity Freedom Income* |
|
|
45,660.121 |
|
shares |
|
|
522,808 |
|
Fidelity Freedom 2000* |
|
|
21,783.965 |
|
shares |
|
|
269,468 |
|
Fidelity Freedom 2010* |
|
|
119,152.808 |
|
shares |
|
|
1,765,845 |
|
Fidelity Freedom 2020* |
|
|
281,896.685 |
|
shares |
|
|
4,456,787 |
|
Fidelity Freedom 2030* |
|
|
231,174.313 |
|
shares |
|
|
3,819,000 |
|
Fidelity Freedom 2040* |
|
|
326,313.287 |
|
shares |
|
|
3,175,028 |
|
Fidelity Healthcare* |
|
|
19,632.969 |
|
shares |
|
|
2,470,220 |
|
Fidelity Industrials* |
|
|
58,341.250 |
|
shares |
|
|
1,299,260 |
|
Fidelity Intermediate Bond* |
|
|
965,238.739 |
|
shares |
|
|
9,797,173 |
|
Fidelity Low-Priced Stock* |
|
|
272,849.447 |
|
shares |
|
|
11,222,298 |
|
Fidelity Magellan* |
|
|
203,025.262 |
|
shares |
|
|
19,057,981 |
|
Fidelity Natural Resources* |
|
|
152,639.187 |
|
shares |
|
|
6,113,199 |
|
Fidelity Overseas* |
|
|
182,010.629 |
|
shares |
|
|
8,807,494 |
|
Fidelity Retirement Money Market* |
|
|
18,502,093.870 |
|
shares |
|
|
18,502,094 |
|
Fidelity Technology* |
|
|
22,941.728 |
|
shares |
|
|
1,865,621 |
|
Fidelity Utilities Growth* |
|
|
27,231.243 |
|
shares |
|
|
1,748,995 |
|
Legg Mason Partners Aggressive Growth |
|
|
65,861.293 |
|
shares |
|
|
7,710,382 |
|
Harbor International |
|
|
44,679.277 |
|
shares |
|
|
3,188,313 |
|
Managers Fremont Institutional Micro-Cap |
|
|
44,196.053 |
|
shares |
|
|
595,321 |
|
Spartan US Equity Index* |
|
|
97,387.988 |
|
shares |
|
|
5,054,437 |
|
Templeton Developing Markets A |
|
|
314,507.086 |
|
shares |
|
|
9,592,466 |
|
KB Home Stock Fund: |
|
|
|
|
|
|
|
|
|
|
|
KB Home Common Stock* |
|
|
376,290.000 |
|
shares |
|
|
8,127,864 |
|
Fidelity Cash interest bearing* |
|
|
|
|
|
|
|
|
|
550,071 |
|
Participant Loans* |
|
|
|
|
|
|
|
|
|
|
|
Interest rates ranging from 5.0% to 10.5%
with maturity dates through 2022 |
|
|
|
|
|
|
|
|
|
3,960,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
184,776,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest to the Plan. |
10
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.
|
|
|
|
|
|
KB Home
401(k) Savings Plan
|
|
Dated: June 27, 2008 |
By: |
/s/ DOMENICO CECERE
|
|
|
|
Domenico Cecere |
|
|
|
Executive Vice President and Chief Financial
Officer |
|
|
11
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
Sequentially |
Exhibit No. |
|
Description |
|
Numbered Page |
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent
Registered Public
Accounting Firm
|
|
|
13 |
|
12