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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.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
Item 15.
|
||
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 and Reno
|
|
|
New Mexico
|
|
Albuquerque
|
Central
|
|
Colorado
|
|
Denver
|
|
|
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
|
|
Rockville
|
|
|
North Carolina
|
|
Raleigh
|
|
|
Virginia
|
|
Washington, D.C.
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
West Coast:
|
|
|
|
|
|
||||||
Homes delivered
|
2,179
|
|
|
1,945
|
|
|
1,757
|
|
|||
Percentage of total homes delivered
|
31
|
%
|
|
31
|
%
|
|
30
|
%
|
|||
Average selling price
|
$
|
467,800
|
|
|
$
|
388,300
|
|
|
$
|
335,500
|
|
Total revenues (in millions) (a)
|
$
|
1,020.2
|
|
|
$
|
755.3
|
|
|
$
|
589.4
|
|
Southwest:
|
|
|
|
|
|
||||||
Homes delivered
|
738
|
|
|
683
|
|
|
843
|
|
|||
Percentage of total homes delivered
|
10
|
%
|
|
11
|
%
|
|
15
|
%
|
|||
Average selling price
|
$
|
237,500
|
|
|
$
|
193,900
|
|
|
$
|
165,800
|
|
Total revenues (in millions) (a)
|
$
|
175.3
|
|
|
$
|
132.4
|
|
|
$
|
139.9
|
|
Central:
|
|
|
|
|
|
||||||
Homes delivered
|
2,841
|
|
|
2,566
|
|
|
2,155
|
|
|||
Percentage of total homes delivered
|
40
|
%
|
|
41
|
%
|
|
37
|
%
|
|||
Average selling price
|
$
|
198,900
|
|
|
$
|
170,100
|
|
|
$
|
171,500
|
|
Total revenues (in millions) (a)
|
$
|
565.1
|
|
|
$
|
436.4
|
|
|
$
|
369.7
|
|
Southeast:
|
|
|
|
|
|
||||||
Homes delivered
|
1,387
|
|
|
1,088
|
|
|
1,057
|
|
|||
Percentage of total homes delivered
|
19
|
%
|
|
17
|
%
|
|
18
|
%
|
|||
Average selling price
|
$
|
233,900
|
|
|
$
|
206,200
|
|
|
$
|
195,500
|
|
Total revenues (in millions)
|
$
|
324.4
|
|
|
$
|
224.3
|
|
|
$
|
206.6
|
|
Total:
|
|
|
|
|
|
||||||
Homes delivered
|
7,145
|
|
|
6,282
|
|
|
5,812
|
|
|||
Average selling price
|
$
|
291,700
|
|
|
$
|
246,500
|
|
|
$
|
224,600
|
|
Total revenues (in millions) (a)
|
$
|
2,085.0
|
|
|
$
|
1,548.4
|
|
|
$
|
1,305.6
|
|
(a)
|
Total revenues include revenues from housing and land sales.
|
•
|
gaining a detailed understanding of consumer location and home design and interior/exterior design option preferences through regular surveys and research. In this report and elsewhere, we refer to our home designs and design options as our “products;”
|
•
|
managing our working capital and reducing our operating risks by acquiring primarily developed and entitled land at reasonable prices in preferred markets 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 desires of the largest demographic of homebuyers in our served markets. Historically, this demographic has been comprised of first-time and move-up buyers;
|
•
|
in general, commencing construction of a home only after a purchase contract has been signed and preliminary credit approval or other evidence of financial ability to purchase the home has been obtained;
|
•
|
building a backlog of orders and minimizing the cycle time from initial construction to delivery of homes to customers;
|
•
|
establishing an even flow production of high-quality homes at the lowest possible cost; and
|
•
|
offering customers affordable base prices and the opportunity to customize their homes through the choice of lot location within a community, as well as choices of various elevations and floor plans and numerous design options available at our KB Home 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.
|
•
|
Active and Targeted Land Investment
: Owning or controlling a forecasted three-to-five year base supply of developed or developable land subject to our investment return and marketing standards, and accelerating our land development activities, predominantly in high-performing, choice locations. We invested approximately
$1.14 billion
in land and land development in 2013 and approximately
$565 million
in 2012. This investment orientation yielded improved year-over-year results in 2013, contributing to higher revenues, average selling prices and housing gross profit margins. This was particularly the case in our West Coast homebuilding reporting segment, where our ongoing investment concentration toward coastal submarkets in California has positioned us to open new home communities for sales in 2014 in areas and with products that we believe will appeal to more affluent buyers who desire larger homes and purchase more design options and features at our KB Home Studios.
|
•
|
Net Order Growth
: Optimizing our assets by increasing revenues per new home community open for sales through an intense focus on balancing sales pace and selling prices. In addition, expanding our overall average selling price with, among other things, incremental gains from lot location, floor plan, home exterior elevation, structural and other premiums and additional sales of design options. Our approach is simple — provide the best combination of value, quality and choice in homes and design options in attractive locations along with attentive service to our customers — and is at the core of our distinct Built to Order™ homebuying experience. With Built to Order, we offer homebuyers affordable base prices and, unlike many other large-production homebuilders, the opportunity to significantly customize the floor plans and design options for their new home.
|
•
|
Organizational and Production Efficiency
: Continuously enhancing our performance and taking steps to improve our housing gross profit margins by aligning our management resources, personnel levels and overhead costs with our growth platform, 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 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 skilled 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 U.S. 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 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 design options, under a program called ZeroHouse 2.0™, that are available in select markets.
|
For the Years Ended November 30,
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
|||||
2013
|
|
41
|
|
|
18
|
|
|
82
|
|
|
41
|
|
|
182
|
|
2012
|
|
53
|
|
|
14
|
|
|
81
|
|
|
32
|
|
|
180
|
|
|
Homes Under
Construction and Land
Under Development
|
|
Land Held for Future
Development
|
|
Land Under
Option
|
|
Total Land
Owned or
Under Option
|
||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
West Coast
|
4,414
|
|
|
2,899
|
|
|
3,348
|
|
|
3,936
|
|
|
4,850
|
|
|
3,613
|
|
|
12,612
|
|
|
10,448
|
|
Southwest
|
2,318
|
|
|
1,275
|
|
|
7,552
|
|
|
7,743
|
|
|
2,347
|
|
|
534
|
|
|
12,217
|
|
|
9,552
|
|
Central
|
10,873
|
|
|
7,859
|
|
|
1,451
|
|
|
2,055
|
|
|
10,482
|
|
|
4,612
|
|
|
22,806
|
|
|
14,526
|
|
Southeast
|
3,734
|
|
|
1,922
|
|
|
4,665
|
|
|
4,934
|
|
|
5,061
|
|
|
3,370
|
|
|
13,460
|
|
|
10,226
|
|
Total
|
21,339
|
|
|
13,955
|
|
|
17,016
|
|
|
18,668
|
|
|
22,740
|
|
|
12,129
|
|
|
61,095
|
|
|
44,752
|
|
|
Homes Under
Construction and Land
Under Development
|
|
Land Held for Future
Development
|
|
Land Under
Option
|
|
Total Land
Owned or
Under Option
|
||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||
West Coast
|
$
|
797,540
|
|
|
$
|
471,650
|
|
|
$
|
297,420
|
|
|
$
|
337,229
|
|
|
$
|
49,224
|
|
|
$
|
33,718
|
|
|
$
|
1,144,184
|
|
|
$
|
842,597
|
|
Southwest
|
141,153
|
|
|
63,456
|
|
|
157,924
|
|
|
156,159
|
|
|
5,162
|
|
|
1,830
|
|
|
304,239
|
|
|
221,445
|
|
||||||||
Central
|
383,210
|
|
|
292,475
|
|
|
15,193
|
|
|
21,806
|
|
|
12,673
|
|
|
5,443
|
|
|
411,076
|
|
|
319,724
|
|
||||||||
Southeast
|
265,708
|
|
|
154,992
|
|
|
158,992
|
|
|
153,661
|
|
|
14,378
|
|
|
14,152
|
|
|
439,078
|
|
|
322,805
|
|
||||||||
Total
|
$
|
1,587,611
|
|
|
$
|
982,573
|
|
|
$
|
629,529
|
|
|
$
|
668,855
|
|
|
$
|
81,437
|
|
|
$
|
55,143
|
|
|
$
|
2,298,577
|
|
|
$
|
1,706,571
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Homes delivered
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
309
|
|
|
170
|
|
|
487
|
|
|
184
|
|
|
1,150
|
|
|||||
Second
|
330
|
|
|
157
|
|
|
536
|
|
|
267
|
|
|
1,290
|
|
|||||
Third
|
541
|
|
|
186
|
|
|
700
|
|
|
293
|
|
|
1,720
|
|
|||||
Fourth
|
765
|
|
|
170
|
|
|
843
|
|
|
344
|
|
|
2,122
|
|
|||||
Total
|
1,945
|
|
|
683
|
|
|
2,566
|
|
|
1,088
|
|
|
6,282
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Net orders
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
289
|
|
|
140
|
|
|
547
|
|
|
221
|
|
|
1,197
|
|
|||||
Second
|
600
|
|
|
229
|
|
|
900
|
|
|
320
|
|
|
2,049
|
|
|||||
Third
|
658
|
|
|
154
|
|
|
765
|
|
|
323
|
|
|
1,900
|
|
|||||
Fourth
|
619
|
|
|
140
|
|
|
485
|
|
|
313
|
|
|
1,557
|
|
|||||
Total
|
2,166
|
|
|
663
|
|
|
2,697
|
|
|
1,177
|
|
|
6,703
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net orders — value, in thousands
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
112,232
|
|
|
$
|
24,907
|
|
|
$
|
94,452
|
|
|
$
|
45,938
|
|
|
$
|
277,529
|
|
Second
|
235,299
|
|
|
44,577
|
|
|
155,521
|
|
|
67,673
|
|
|
503,070
|
|
|||||
Third
|
252,566
|
|
|
34,536
|
|
|
135,934
|
|
|
70,241
|
|
|
493,277
|
|
|||||
Fourth
|
259,159
|
|
|
30,986
|
|
|
98,738
|
|
|
70,387
|
|
|
459,270
|
|
|||||
Total
|
$
|
859,256
|
|
|
$
|
135,006
|
|
|
$
|
484,645
|
|
|
$
|
254,239
|
|
|
$
|
1,733,146
|
|
|
|
|
|
|
|
|
|
|
|
|
West Coast
|
|
Southwest
|
|
Central
|
|
Southeast
|
|
Total
|
||||||||||
Cancellation rates
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
%
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
34
|
%
|
|
24
|
%
|
|
39
|
%
|
|
37
|
%
|
|
36
|
%
|
|||||
Second
|
24
|
|
|
17
|
|
|
28
|
|
|
28
|
|
|
26
|
|
|||||
Third
|
23
|
|
|
16
|
|
|
35
|
|
|
27
|
|
|
29
|
|
|||||
Fourth
|
25
|
|
|
21
|
|
|
47
|
|
|
31
|
|
|
35
|
|
|||||
Total
|
26
|
%
|
|
19
|
%
|
|
37
|
%
|
|
30
|
%
|
|
31
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending backlog — homes
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
443
|
|
|
173
|
|
|
1,078
|
|
|
509
|
|
|
2,203
|
|
|||||
Second
|
713
|
|
|
245
|
|
|
1,442
|
|
|
562
|
|
|
2,962
|
|
|||||
Third
|
830
|
|
|
213
|
|
|
1,507
|
|
|
592
|
|
|
3,142
|
|
|||||
Fourth
|
684
|
|
|
183
|
|
|
1,149
|
|
|
561
|
|
|
2,577
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending backlog — value, in thousands
|
|
|
|
|
|
|
|||||||||||||
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
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
150,638
|
|
|
$
|
32,139
|
|
|
$
|
177,998
|
|
|
$
|
99,176
|
|
|
$
|
459,951
|
|
Second
|
301,652
|
|
|
43,518
|
|
|
237,558
|
|
|
110,680
|
|
|
693,408
|
|
|||||
Third
|
327,528
|
|
|
40,727
|
|
|
251,900
|
|
|
124,589
|
|
|
744,744
|
|
|||||
Fourth
|
248,790
|
|
|
40,206
|
|
|
204,473
|
|
|
125,157
|
|
|
618,626
|
|
Item 1A.
|
RISK FACTORS
|
•
|
short- and long-term interest rates;
|
•
|
employment levels and job and personal income growth;
|
•
|
housing demand from population growth, household formation and other demographic changes;
|
•
|
availability and pricing of mortgage financing for homebuyers;
|
•
|
consumer confidence generally and the confidence of potential homebuyers in particular;
|
•
|
U.S. and global financial system and credit market stability;
|
•
|
private party and government mortgage loan programs (including changes in FHA, Fannie Mae- and Freddie Mac-conforming mortgage loan limits, credit risk/mortgage loan insurance premiums and/or other fees, down payment
|
•
|
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, home construction or overhead costs;
|
•
|
our selling fewer homes or experiencing a higher number of cancellations by homebuyers;
|
•
|
impairments in the value of our inventory and other assets;
|
•
|
difficulty in acquiring desirable land that meets our investment return or marketing standards, and in selling our interests in land that no longer meet such standards on favorable terms;
|
•
|
difficulty in our acquiring raw materials and skilled management and trade labor at acceptable prices;
|
•
|
delays in the development of land and/or the construction of our homes; and/or
|
•
|
difficulty in securing external financing, performance bonds or letter of credit facilities on favorable terms.
|
•
|
limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other business needs, including, but not limited to, supporting our strategic growth initiatives;
|
•
|
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, and to obtain performance bonds in the ordinary course of our business;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the collateralization or payment of our debt and reduce our ability to use our cash flow for other purposes;
|
•
|
impact our flexibility in planning for, or reacting to, changes in our business;
|
•
|
limit our ability to implement our present strategies, particularly our land acquisition and development plans and asset activation initiatives, in part due to competition from other homebuilders, developers and investors with greater available liquidity or balance sheet strength;
|
•
|
place us at a competitive disadvantage because we have more debt or debt-related restrictions than some of our competitors; and
|
•
|
make us more vulnerable in the event of weakness or a downturn in our business or in general economic or housing market conditions.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Name
|
|
Age
|
|
Present Position
|
|
Year
Assumed
Present
Position
|
|
Years
at
KB
Home
|
|
Other Positions and Other
Business Experience within the
Last Five Years (a)
|
|
From – To
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T. Mezger
|
|
58
|
|
President and Chief Executive Officer (b)
|
|
2006
|
|
20
|
|
|
|
|
Jeff J. Kaminski
|
|
52
|
|
Executive Vice President and Chief Financial Officer
|
|
2010
|
|
3
|
|
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
|
|
65
|
|
Executive Vice President, Real Estate and Business Development
|
|
2011
|
|
17 (c)
|
|
Chief Executive Officer, Landstone Communities, LLC (a real estate development company)
|
|
2006-2011
|
Brian J. Woram
|
|
53
|
|
Executive Vice President and General Counsel
|
|
2010
|
|
3
|
|
Senior Vice President and Chief Legal Officer, H&R Block, Inc. (a provider of tax, banking and business and consulting services)
|
|
2009-2010
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, Chief Legal Officer and Chief Compliance Officer, Centex Corporation (a homebuilder and provider of mortgage banking services)
|
|
2005-2009
|
William R. Hollinger
|
|
55
|
|
Senior Vice President and Chief Accounting Officer
|
|
2007
|
|
26
|
|
|
|
|
Thomas F. Norton
|
|
43
|
|
Senior Vice President, Human Resources
|
|
2009
|
|
5
|
|
Chief Human Resources Officer, BJ’s Restaurants, Inc. (an owner and operator of national full service restaurants)
|
|
2006-2009
|
Tom Silk
|
|
45
|
|
Senior Vice President, Marketing and Communications
|
|
2011
|
|
2
|
|
Vice President of Marketing for Hydration and Juice Brands, PepsiCo Beverages Americas (a beverage marketing and distribution company)
|
|
2009-2011
|
|
|
|
|
|
|
|
|
|
|
Senior Director, Global Brand Management, Activision Blizzard, Inc. (a game publisher of interactive entertainment software)
|
|
2006-2009
|
(a)
|
All positions described were with us, unless otherwise indicated.
|
(b)
|
Mr. Mezger has served as a director since 2006.
|
(c)
|
Mr. Praw was employed by us from 1989-1992 and from 1994-2006. He was elected to his present position in October 2011.
|
Item 5.
|
MARKET FOR REGISTRANT
’
S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Year Ended November 30, 2013
|
|
Year Ended November 30, 2012
|
||||||||||||||||||||||||||||
|
High
|
|
Low
|
|
Dividends
Declared
|
|
Dividends
Paid
|
|
High
|
|
Low
|
|
Dividends
Declared
|
|
Dividends
Paid
|
||||||||||||||||
First Quarter
|
$
|
20.04
|
|
|
$
|
13.86
|
|
|
$
|
.0250
|
|
|
$
|
.0250
|
|
|
$
|
12.91
|
|
|
$
|
6.17
|
|
|
$
|
.0625
|
|
|
$
|
.0625
|
|
Second Quarter
|
25.14
|
|
|
18.21
|
|
|
.0250
|
|
|
.0250
|
|
|
13.12
|
|
|
6.77
|
|
|
.0250
|
|
|
.0250
|
|
||||||||
Third Quarter
|
22.49
|
|
|
15.57
|
|
|
.0250
|
|
|
.0250
|
|
|
11.25
|
|
|
6.46
|
|
|
.0250
|
|
|
.0250
|
|
||||||||
Fourth Quarter
|
18.98
|
|
|
15.48
|
|
|
.0250
|
|
|
.0250
|
|
|
17.30
|
|
|
10.89
|
|
|
.0250
|
|
|
.0250
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
KB Home
|
100
|
|
|
118
|
|
|
101
|
|
|
67
|
|
|
133
|
|
|
163
|
|
S & P 500 Index
|
100
|
|
|
125
|
|
|
138
|
|
|
149
|
|
|
173
|
|
|
225
|
|
S & P Homebuilding Index
|
100
|
|
|
123
|
|
|
114
|
|
|
130
|
|
|
270
|
|
|
278
|
|
Dow Jones Home Construction Index
|
100
|
|
|
120
|
|
|
109
|
|
|
118
|
|
|
207
|
|
|
216
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
Years Ended November 30,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
2,084,978
|
|
|
$
|
1,548,432
|
|
|
$
|
1,305,562
|
|
|
$
|
1,581,763
|
|
|
$
|
1,816,415
|
|
Financial services
|
12,152
|
|
|
11,683
|
|
|
10,304
|
|
|
8,233
|
|
|
8,435
|
|
|||||
Total
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
$
|
1,589,996
|
|
|
$
|
1,824,850
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
92,084
|
|
|
$
|
(20,256
|
)
|
|
$
|
(103,074
|
)
|
|
$
|
(16,045
|
)
|
|
$
|
(236,520
|
)
|
Financial services
|
9,110
|
|
|
8,692
|
|
|
6,792
|
|
|
5,114
|
|
|
5,184
|
|
|||||
Total
|
$
|
101,194
|
|
|
$
|
(11,564
|
)
|
|
$
|
(96,282
|
)
|
|
$
|
(10,931
|
)
|
|
$
|
(231,336
|
)
|
Pretax income (loss)
|
$
|
38,363
|
|
|
$
|
(79,053
|
)
|
|
$
|
(181,168
|
)
|
|
$
|
(76,368
|
)
|
|
$
|
(311,184
|
)
|
Net income (loss)
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
$
|
(69,368
|
)
|
|
$
|
(101,784
|
)
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
|
$
|
(1.33
|
)
|
Diluted
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
$
|
(.90
|
)
|
|
$
|
(1.33
|
)
|
Cash dividends declared per common share
|
$
|
.1000
|
|
|
$
|
.1375
|
|
|
$
|
.2500
|
|
|
$
|
.2500
|
|
|
$
|
.2500
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
$
|
3,183,595
|
|
|
$
|
2,557,243
|
|
|
$
|
2,480,369
|
|
|
$
|
3,080,306
|
|
|
$
|
3,402,565
|
|
Financial services
|
10,040
|
|
|
4,455
|
|
|
32,173
|
|
|
29,443
|
|
|
33,424
|
|
|||||
Total
|
$
|
3,193,635
|
|
|
$
|
2,561,698
|
|
|
$
|
2,512,542
|
|
|
$
|
3,109,749
|
|
|
$
|
3,435,989
|
|
Mortgages and notes payable
|
$
|
2,150,498
|
|
|
$
|
1,722,815
|
|
|
$
|
1,583,571
|
|
|
$
|
1,775,529
|
|
|
$
|
1,820,370
|
|
Stockholders’ equity
|
$
|
536,086
|
|
|
$
|
376,806
|
|
|
$
|
442,657
|
|
|
$
|
631,878
|
|
|
$
|
707,224
|
|
Homebuilding Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net orders
|
7,125
|
|
|
6,703
|
|
|
6,632
|
|
|
6,556
|
|
|
8,341
|
|
|||||
Unit backlog
|
2,557
|
|
|
2,577
|
|
|
2,156
|
|
|
1,336
|
|
|
2,126
|
|
|||||
Homes delivered
|
7,145
|
|
|
6,282
|
|
|
5,812
|
|
|
7,346
|
|
|
8,488
|
|
Item 7.
|
MANAGEMENT
’
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
2,084,978
|
|
|
$
|
1,548,432
|
|
|
$
|
1,305,562
|
|
|
35
|
%
|
|
19
|
%
|
Financial services
|
12,152
|
|
|
11,683
|
|
|
10,304
|
|
|
4
|
|
|
13
|
|
|||
Total
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
34
|
%
|
|
19
|
%
|
Pretax income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
28,179
|
|
|
$
|
(89,936
|
)
|
|
$
|
(207,246
|
)
|
|
(a)
|
|
|
57
|
%
|
Financial services
|
10,184
|
|
|
10,883
|
|
|
26,078
|
|
|
(6
|
)
|
|
(58
|
)
|
|||
Total pretax income (loss)
|
38,363
|
|
|
(79,053
|
)
|
|
(181,168
|
)
|
|
(a)
|
|
|
56
|
|
|||
Income tax benefit
|
1,600
|
|
|
20,100
|
|
|
2,400
|
|
|
(92
|
)
|
|
738
|
|
|||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
|
(a)
|
|
|
67
|
%
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
(a)
|
|
|
67
|
%
|
Diluted
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
|
(a)
|
|
|
67
|
%
|
•
|
Revenues
. Total revenues of
$2.10 billion
for the year ended November 30, 2013 rose
34%
from
$1.56 billion
for 2012. This increase was primarily due to a
35%
rise in housing revenues to
$2.08 billion
from
$1.55 billion
for 2012, reflecting increases in both the number of homes delivered and the overall average selling price of those homes. For 2013, our total revenues included land sale revenues of
$.9 million
, compared to no land sale revenues for 2012. Also included in our total revenues were financial services revenues of
$12.2 million
for 2013 and
$11.7 million
for 2012.
|
◦
|
Homes Delivered
. We delivered
7,145
homes in 2013, up
14%
from
6,282
homes delivered in 2012, partly due to our relatively higher backlog at the beginning of the year, which was up
20%
on a year-over-year basis, and the strategic positioning of our communities in locations with relatively strong demand.
|
◦
|
Average Selling Price
. The overall average selling price of our homes delivered increased
18%
in 2013 (and
10%
in 2012 compared to 2011). This year-over-year increase reflected our efforts over the past few years to strategically position our new home communities in submarkets where buyers have higher household income levels and stronger credit profiles, are choosing to purchase larger homes at higher price points and are spending more on design options and features at our KB Home Studios. The increase also reflected our emphasis on pricing discipline to balance sales pace and the selling prices of our homes in our communities open for sales; our leveraging of our KBnxt operational business model to generate incremental revenues from lot location, floor plan, home exterior elevation, structural and other premiums; and general market increases in home prices as the housing recovery has progressed.
|
•
|
Operating Income (Loss).
Our homebuilding operating income improved by
$112.4 million
to
$92.1 million
in 2013, compared to an operating loss of
$20.3 million
in 2012, reflecting higher housing gross profits, partly offset by higher selling, general and administrative expenses largely incurred to support our strategic growth initiatives. As a percentage of homebuilding revenues, our operating income was
4.4%
in 2013, compared to an operating loss of
1.3%
in 2012.
|
◦
|
Housing Gross Profits
. Housing gross profits of
$347.8 million
in 2013 increased by
$131.4 million
, or
61%
, from
$216.4 million
in 2012, primarily due to the higher volume of homes delivered and a higher housing gross profit margin. Our housing gross profit margin improved by
270
basis points to
16.7%
in 2013 from
14.0%
in 2012. Our housing gross profits for 2013 included a net charge of
$32.0 million
for water intrusion-related repairs at certain of our communities in central and southwest Florida, and
$3.6 million
of inventory impairment and land option contract abandonment charges. In 2012, our housing gross profits included insurance recoveries of
$26.5 million
related to repair costs and costs to handle claims with respect to previously delivered homes, including homes affected by allegedly defective drywall manufactured in China, and favorable net warranty adjustments of
$8.6 million
that reflected trends in our overall warranty claims experience. The insurance recoveries and favorable warranty adjustments were mostly offset by inventory impairment and land option contract abandonment charges of
$28.5 million
. Our adjusted housing gross profit margin improved by
490
basis points to
18.4%
in 2013 from
13.5%
in 2012. 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.” The year-over-year improvement in our adjusted housing gross profit margin primarily reflected our sharpened focus on reaching our growth and profitability goals and our actions to generate greater operating efficiencies, partly offset by the impact of higher direct construction labor and material costs in 2013.
|
◦
|
Selling, General and Administrative Expenses.
Selling, general and administrative expenses increased by
$19.2 million
, or
8%
, to
$255.8 million
in 2013 from
$236.6 million
in 2012, reflecting, among other things, the increased volume of homes delivered and higher housing revenues generated 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. In 2012, selling, general and administrative expenses included an
$8.8 million
charge related to an unfavorable court decision in the same matter. As a percentage of housing revenues, to which these expenses are most closely correlated, selling, general and administrative expenses improved to
12.3%
in 2013, compared to
15.3%
in 2012, mainly due to the
35%
year-over-year increase in housing revenues and our ongoing focus on containing our overhead costs to the extent possible.
|
◦
|
Interest Expense.
Interest expense of
$62.7 million
for 2013 decreased from
$69.8 million
for 2012, reflecting an increase in the amount of our inventory qualifying for interest capitalization in 2013. 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 due in 2014 and 2015, as discussed above. In 2012, interest expense included a
$10.3 million
loss on the early extinguishment of debt associated with the purchase of certain of our senior notes due 2014 and 2015 pursuant to the
|
•
|
Net Income (Loss)
. We generated net income of
$40.0 million
, or
$.46
per diluted share, in 2013, compared to a net loss of
$59.0 million
, or
$.76
per diluted share, in 2012. Our net income for 2013 included net water intrusion-related charges, a loss on the early extinguishment of debt, inventory impairment and land option contract abandonment charges, and the reversal of a previously established accrual, all as described above. Our 2013 net income also included an income tax benefit of
$1.6 million
, reflecting the resolution of a state tax audit. Our net loss for 2012 included inventory impairment and land option contract abandonment charges of
$28.5 million
, a loss on the early extinguishment of debt of
$10.3 million
, and an unfavorable court decision charge of
$8.8 million
, which were partly offset by insurance recoveries of
$26.5 million
and favorable net warranty adjustments of
$8.6 million
, all as described above. The net loss in 2012 also included an income tax benefit of
$20.1 million
, reflecting the resolution of federal and state tax audits.
|
•
|
Cash, Cash Equivalents and Restricted Cash
. Our cash, cash equivalents and restricted cash totaled
$572.0 million
at November 30, 2013, compared to
$567.1 million
at November 30, 2012. Of our total cash, cash equivalents and restricted cash at November 30, 2013 and 2012,
$530.1 million
and
$524.8 million
, respectively, were unrestricted. In 2013, our operating activities used net cash of
$443.5 million
, compared to $
34.6 million
of net cash provided in 2012, largely due to investment in land and land development that drove our inventories higher at November 30, 2013 compared to the level at November 30, 2012.
|
•
|
Inventories.
Reflecting our investment in land and land development of
$1.14 billion
in 2013, our inventory balance at November 30, 2013 grew to
$2.30 billion
compared to the
$1.71 billion
balance at November 30, 2012. We made investments in land and land development in each of our homebuilding reporting segments in 2013, with the majority made in our West Coast homebuilding reporting segment. We ended 2013 with a land inventory portfolio comprised of
61,095
lots owned or controlled, representing an increase of
37%
from the
44,752
lots owned or controlled at November 30, 2012.
|
•
|
Mortgages and Notes Payable
. Our debt balance was
$2.15 billion
at November 30, 2013, up from
$1.72 billion
at November 30, 2012. This increase reflected the underwritten public issuances of the 1.375% Convertible Senior Notes due 2019 and the 7.00% Senior Notes due 2021, partly offset by the retirement of
$215.1 million
in aggregate principal amount of certain of our senior notes due in 2014 and 2015. Our ratio of debt to total capital was
80.0%
at November 30, 2013, compared to
82.1%
at November 30, 2012. Our ratio of net debt to total capital (a calculation that is described below under “Non-GAAP Financial Measures”) was
74.6%
at November 30, 2013 and
75.4%
at November 30, 2012.
|
•
|
Stockholders’ Equity.
Our stockholders’ equity increased to $
536.1 million
at November 30, 2013 from
$376.8 million
at November 30, 2012, primarily due to the Common Stock Offering and net income we generated in 2013, partly offset by the cash dividends we paid on our common stock.
|
•
|
Net Orders
. Net orders from our homebuilding operations increased
6%
to
7,125
in 2013 from
6,703
in 2012. This growth in our overall net orders reflected increases of
14%
,
12%
and
21%
in our Southwest, Central and Southeast homebuilding reporting segments, respectively, partly offset by a
12%
decrease in our West Coast homebuilding reporting segment.
|
◦
|
The year-over-year decline in net orders from our West Coast homebuilding reporting segment was largely due to a
23%
decrease in the average community count in this segment, as we sold through older communities and shifted our investment strategy to favor coastal California submarkets. We also experienced delays in opening new communities, which in some cases were due to extended municipal processing times from increased construction activity and reduced local government budget and staffing levels. In addition, we deliberately managed our sales pace in 2013 in certain higher-margin, higher-demand communities in California to drive profitability.
|
◦
|
Rising mortgage loan interest rates and home price levels, and a drop in consumer confidence leading up to and during the federal government shutdown in the fall of 2013, slowed net order activity somewhat in all of our homebuilding reporting segments in the second half of the year as compared to the first half.
|
◦
|
The overall value of the net orders we generated in 2013 increased
24%
to
$2.16 billion
from
$1.73 billion
in 2012, largely due to higher average selling prices in each of our homebuilding reporting segments. Each of our homebuilding reporting segments generated year-over-year increases in net order value in 2013, with our West Coast homebuilding reporting segment up
14%
to
$976.1 million
, our Southwest homebuilding reporting segment up
42%
to
$191.1
|
◦
|
Our cancellation rate was
32%
in 2013, compared to
31%
in 2012.
|
•
|
Backlog
. Our backlog was comprised of
2,557
homes, representing potential future housing revenues of
$682.5 million
, at November 30, 2013, and
2,577
homes, representing potential future housing revenues of
$618.6 million
, at November 30, 2012. The number of homes in our ending backlog was essentially flat year over year, reflecting a
39%
decrease in our West Coast homebuilding reporting segment that was offset by increases of
10%
,
16%
, and
7%
in our Southwest, Central and Southeast homebuilding reporting segments, respectively. In our West Coast homebuilding reporting segment, the number of homes in backlog at November 30, 2013 decreased from the previous year due to a year-over-year decline in net orders, as described above. The potential future housing revenues in our backlog at November 30, 2013 increased
10%
from the prior year, primarily reflecting the higher overall average selling price of the homes in backlog. Backlog value increased in each of our homebuilding reporting segments, except for the West Coast homebuilding reporting segment, where the backlog value decreased by
17%
year over year reflecting the lower number of homes in backlog, partly offset by a higher average selling price. Substantially all of the homes in our backlog at November 30, 2013 are expected to be delivered during the year ended November 30, 2014.
|
|
|
Years Ended November 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Net orders
|
|
7,125
|
|
|
6,703
|
|
||
Net order value
|
|
$
|
2,157,065
|
|
|
$
|
1,733,146
|
|
Cancellation rate
|
|
32
|
%
|
|
31
|
%
|
||
Ending backlog — homes
|
|
2,557
|
|
|
2,577
|
|
||
Ending backlog — value
|
|
$
|
682,489
|
|
|
$
|
618,626
|
|
Ending community count
|
|
191
|
|
|
172
|
|
||
Average community count
|
|
182
|
|
|
180
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Housing
|
$
|
2,084,103
|
|
|
$
|
1,548,432
|
|
|
$
|
1,305,299
|
|
Land
|
875
|
|
|
—
|
|
|
263
|
|
|||
Total
|
2,084,978
|
|
|
1,548,432
|
|
|
1,305,562
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Construction and land costs
|
|
|
|
|
|
||||||
Housing
|
(1,736,320
|
)
|
|
(1,332,045
|
)
|
|
(1,157,080
|
)
|
|||
Land
|
(766
|
)
|
|
—
|
|
|
(200
|
)
|
|||
Total
|
(1,737,086
|
)
|
|
(1,332,045
|
)
|
|
(1,157,280
|
)
|
|||
Selling, general and administrative expenses
|
(255,808
|
)
|
|
(236,643
|
)
|
|
(220,591
|
)
|
|||
Loss on loan guaranty
|
—
|
|
|
—
|
|
|
(30,765
|
)
|
|||
Total
|
(1,992,894
|
)
|
|
(1,568,688
|
)
|
|
(1,408,636
|
)
|
|||
Operating income (loss)
|
$
|
92,084
|
|
|
$
|
(20,256
|
)
|
|
$
|
(103,074
|
)
|
Homes delivered
|
7,145
|
|
|
6,282
|
|
|
5,812
|
|
|||
Average selling price
|
$
|
291,700
|
|
|
$
|
246,500
|
|
|
$
|
224,600
|
|
Housing gross profit margin as a percentage of housing revenues
|
16.7
|
%
|
|
14.0
|
%
|
|
11.4
|
%
|
|||
Adjusted housing gross profit margin as a percentage of housing revenues
|
18.4
|
%
|
|
13.5
|
%
|
|
12.8
|
%
|
|||
Selling, general and administrative expenses as a percentage of housing revenues
|
12.3
|
%
|
|
15.3
|
%
|
|
16.9
|
%
|
|||
Operating income (loss) as a percentage of homebuilding revenues
|
4.4
|
%
|
|
(1.3
|
)%
|
|
(7.9
|
)%
|
|
|
Years Ended November 30,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Inventory impairment and land option contract abandonment charges
|
|
$
|
(3,581
|
)
|
|
$
|
(28,533
|
)
|
|
$
|
(25,791
|
)
|
Water intrusion-related charges
|
|
(31,959
|
)
|
|
(2,576
|
)
|
|
—
|
|
|||
Warranty adjustments
|
|
—
|
|
|
11,162
|
|
|
7,446
|
|
|||
Court decision reversal (charge)
|
|
8,164
|
|
|
(8,764
|
)
|
|
—
|
|
|||
Insurance and legal expense recoveries
|
|
—
|
|
|
26,534
|
|
|
8,307
|
|
|||
Gain on sale of operating property
|
|
—
|
|
|
—
|
|
|
8,825
|
|
|||
Total
|
|
$
|
(27,376
|
)
|
|
$
|
(2,177
|
)
|
|
$
|
(1,213
|
)
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Housing revenues
|
$
|
2,084,103
|
|
|
$
|
1,548,432
|
|
|
$
|
1,305,299
|
|
Housing construction and land costs
|
(1,736,320
|
)
|
|
(1,332,045
|
)
|
|
(1,157,080
|
)
|
|||
Housing gross profits
|
347,783
|
|
|
216,387
|
|
|
148,219
|
|
|||
Add: Inventory impairment and land option contract abandonment charges
|
3,581
|
|
|
28,533
|
|
|
25,740
|
|
|||
Water intrusion-related charges
|
31,959
|
|
|
2,576
|
|
|
—
|
|
|||
Less: Warranty adjustments
|
—
|
|
|
(11,162
|
)
|
|
(7,446
|
)
|
|||
Insurance recoveries
|
—
|
|
|
(26,534
|
)
|
|
—
|
|
|||
Adjusted housing gross profits
|
$
|
383,323
|
|
|
$
|
209,800
|
|
|
$
|
166,513
|
|
Housing gross profit margin as a percentage of housing revenues
|
16.7
|
%
|
|
14.0
|
%
|
|
11.4
|
%
|
|||
Adjusted housing gross profit margin as a percentage of housing revenues
|
18.4
|
%
|
|
13.5
|
%
|
|
12.8
|
%
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Mortgages and notes payable
|
$
|
2,150,498
|
|
|
$
|
1,722,815
|
|
Stockholders’ equity
|
536,086
|
|
|
376,806
|
|
||
Total capital
|
$
|
2,686,584
|
|
|
$
|
2,099,621
|
|
Ratio of debt to total capital
|
80.0
|
%
|
|
82.1
|
%
|
||
|
|
|
|
||||
Mortgages and notes payable
|
$
|
2,150,498
|
|
|
$
|
1,722,815
|
|
Less: Cash and cash equivalents and restricted cash
|
(572,001
|
)
|
|
(567,127
|
)
|
||
Net debt
|
1,578,497
|
|
|
1,155,688
|
|
||
Stockholders’ equity
|
536,086
|
|
|
376,806
|
|
||
Total capital
|
$
|
2,114,583
|
|
|
$
|
1,532,494
|
|
Ratio of net debt to total capital
|
74.6
|
%
|
|
75.4
|
%
|
|
Years Ended November 30,
|
|
Variance
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
West Coast:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,020,218
|
|
|
$
|
755,259
|
|
|
$
|
589,387
|
|
|
35
|
%
|
|
28
|
%
|
Construction and land costs
|
(811,921
|
)
|
|
(664,321
|
)
|
|
(498,846
|
)
|
|
(22
|
)
|
|
(33
|
)
|
|||
Selling, general and administrative expenses
|
(62,357
|
)
|
|
(68,651
|
)
|
|
(46,653
|
)
|
|
9
|
|
|
(47
|
)
|
|||
Operating income
|
145,940
|
|
|
22,287
|
|
|
43,888
|
|
|
555
|
|
|
(49
|
)
|
|||
Other, net
|
(27,676
|
)
|
|
(32,754
|
)
|
|
(24,249
|
)
|
|
16
|
|
|
(35
|
)
|
|||
Pretax income (loss)
|
$
|
118,264
|
|
|
$
|
(10,467
|
)
|
|
$
|
19,639
|
|
|
(a)
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southwest:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
175,252
|
|
|
$
|
132,438
|
|
|
$
|
139,872
|
|
|
32
|
%
|
|
(5
|
)%
|
Construction and land costs
|
(135,024
|
)
|
|
(107,203
|
)
|
|
(132,504
|
)
|
|
(26
|
)
|
|
19
|
|
|||
Selling, general and administrative expenses
|
(17,439
|
)
|
|
(17,168
|
)
|
|
(26,366
|
)
|
|
(2
|
)
|
|
35
|
|
|||
Loss on loan guaranty
|
—
|
|
|
—
|
|
|
(30,765
|
)
|
|
—
|
|
|
100
|
|
|||
Operating income (loss)
|
22,789
|
|
|
8,067
|
|
|
(49,763
|
)
|
|
182
|
|
|
(a)
|
|
|||
Other, net
|
(19,886
|
)
|
|
(18,261
|
)
|
|
(58,502
|
)
|
|
(9
|
)
|
|
69
|
|
|||
Pretax income (loss)
|
$
|
2,903
|
|
|
$
|
(10,194
|
)
|
|
$
|
(108,265
|
)
|
|
(a)
|
|
|
91
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Central:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
565,120
|
|
|
$
|
436,407
|
|
|
$
|
369,705
|
|
|
29
|
%
|
|
18
|
%
|
Construction and land costs
|
(474,220
|
)
|
|
(376,024
|
)
|
|
(325,476
|
)
|
|
(26
|
)
|
|
(16
|
)
|
|||
Selling, general and administrative expenses
|
(62,928
|
)
|
|
(52,430
|
)
|
|
(50,641
|
)
|
|
(20
|
)
|
|
(4
|
)
|
|||
Operating income (loss)
|
27,972
|
|
|
7,953
|
|
|
(6,412
|
)
|
|
252
|
|
|
(a)
|
|
|||
Other, net
|
(5,697
|
)
|
|
(6,504
|
)
|
|
(6,512
|
)
|
|
12
|
|
|
—
|
|
|||
Pretax income (loss)
|
$
|
22,275
|
|
|
$
|
1,449
|
|
|
$
|
(12,924
|
)
|
|
(a)
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southeast:
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
324,388
|
|
|
$
|
224,328
|
|
|
$
|
206,598
|
|
|
45
|
%
|
|
9
|
%
|
Construction and land costs
|
(312,733
|
)
|
|
(181,313
|
)
|
|
(194,449
|
)
|
|
(72
|
)
|
|
7
|
|
|||
Selling, general and administrative expenses
|
(44,699
|
)
|
|
(30,883
|
)
|
|
(34,119
|
)
|
|
(45
|
)
|
|
9
|
|
|||
Operating income (loss)
|
(33,044
|
)
|
|
12,132
|
|
|
(21,970
|
)
|
|
(a)
|
|
|
155
|
|
|||
Other, net
|
(12,948
|
)
|
|
(13,315
|
)
|
|
(16,013
|
)
|
|
3
|
|
|
17
|
|
|||
Pretax loss
|
$
|
(45,992
|
)
|
|
$
|
(1,183
|
)
|
|
$
|
(37,983
|
)
|
|
(a)
|
|
|
97
|
%
|
(a)
|
Percentage not meaningful.
|
Years Ended November 30,
|
|
Housing
Revenues (in thousands)
|
|
Percentage of
Total
Housing
Revenues
|
|
Homes
Delivered
|
|
Percentage of
Total
Homes
Delivered
|
|
Average
Selling Price
|
|||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Coast
|
|
$
|
589,387
|
|
|
45
|
%
|
|
1,757
|
|
|
30
|
%
|
|
$
|
335,500
|
|
Southwest
|
|
139,762
|
|
|
11
|
|
|
843
|
|
|
15
|
|
|
165,800
|
|
||
Central
|
|
369,552
|
|
|
28
|
|
|
2,155
|
|
|
37
|
|
|
171,500
|
|
||
Southeast
|
|
206,598
|
|
|
16
|
|
|
1,057
|
|
|
18
|
|
|
195,500
|
|
||
Total
|
|
$
|
1,305,299
|
|
|
100
|
%
|
|
5,812
|
|
|
100
|
%
|
|
$
|
224,600
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
12,152
|
|
|
$
|
11,683
|
|
|
$
|
10,304
|
|
Expenses
|
(3,042
|
)
|
|
(2,991
|
)
|
|
(3,512
|
)
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
1,074
|
|
|
2,191
|
|
|
19,286
|
|
|||
Pretax income
|
$
|
10,184
|
|
|
$
|
10,883
|
|
|
$
|
26,078
|
|
|
|
|
|
|
|
||||||
Total originations (a):
|
|
|
|
|
|
||||||
Loans
|
—
|
|
|
—
|
|
|
1,633
|
|
|||
Principal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
315,899
|
|
Percentage of homebuyers using KBA Mortgage
|
—
|
|
|
—
|
|
|
67
|
%
|
|||
|
|
|
|
|
|
||||||
Mortgage loans sold to third parties (a):
|
|
|
|
|
|
||||||
Loans
|
—
|
|
|
—
|
|
|
1,862
|
|
|||
Principal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
370,599
|
|
(a)
|
Loan originations and sales in 2011 occurred within KBA Mortgage, which ceased offering mortgage banking services after June 30, 2011.
|
|
November 30,
|
|
Variance
|
|||||||||||
|
2013
|
|
2012
|
|
Lots/$
|
|
%
|
|||||||
Number of lots owned or controlled under land option contracts or other similar contracts
|
61,095
|
|
|
44,752
|
|
|
16,343
|
|
|
37
|
%
|
|||
Carrying value of inventory owned or controlled under land option contracts or other similar contracts
|
$
|
2,298,577
|
|
|
$
|
1,706,571
|
|
|
$
|
592,006
|
|
|
35
|
%
|
|
November 30,
|
|
Variance
|
||||||||
|
2013
|
|
2012
|
|
$
|
||||||
Mortgages and land contracts due to land sellers and other loans (at interest rates of 7% at November 30, 2013 and 6% to 7% at November 30, 2012)
|
$
|
13,615
|
|
|
$
|
52,311
|
|
|
$
|
(38,696
|
)
|
5 3/4% Senior notes due February 1, 2014
|
—
|
|
|
75,911
|
|
|
(75,911
|
)
|
|||
5 7/8% Senior notes due January 15, 2015
|
—
|
|
|
101,999
|
|
|
(101,999
|
)
|
|||
6 1/4% Senior notes due June 15, 2015
|
199,864
|
|
|
236,826
|
|
|
(36,962
|
)
|
|||
9.10% Senior notes due September 15, 2017
|
262,048
|
|
|
261,430
|
|
|
618
|
|
|||
7 1/4% Senior notes due June 15, 2018
|
299,261
|
|
|
299,129
|
|
|
132
|
|
|||
8.00% Senior notes due March 15, 2020
|
345,710
|
|
|
345,209
|
|
|
501
|
|
|||
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
|
$
|
2,150,498
|
|
|
$
|
1,722,815
|
|
|
$
|
427,683
|
|
•
|
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, 2013, our applicable minimum consolidated tangible net worth requirement was
$365.1 million
.
|
•
|
Leverage Ratio.
We must also 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, 2013, our Leverage Ratio was
.800
.
|
•
|
Interest Coverage Ratio or Liquidity.
We are also required to maintain either (a) a minimum consolidated interest coverage ratio (“Coverage Ratio”) of 1.10, which adjusts to 1.20 for the second quarter of 2014; to 1.40 for the third quarter of 2014; to 1.60 for the fourth quarter of 2014; to 1.75 for the first and second quarter of 2015; and to 2.00 for the third quarter of 2015 and each quarter thereafter during the term of the Credit Facility; or (b) a minimum level of liquidity, but not both. As defined under the Credit Facility, the 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 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, 2013, our minimum liquidity requirement was
$143.0 million
.
|
Financial Covenants and Other Requirements
|
|
Covenant Requirement
|
|
Actual
|
|||||
Consolidated tangible net worth
|
|
>
|
$
|
365.1
|
million
|
|
$
|
536.1
|
million
|
Leverage Ratio
|
|
<
|
.850
|
|
.800
|
||||
Coverage Ratio (a)
|
|
>
|
1.10
|
|
1.43
|
||||
Minimum Liquidity (a)
|
|
>
|
$
|
143.0
|
million
|
|
$
|
530.1
|
million
|
Investments in joint ventures and non-guarantor subsidiaries
|
|
<
|
$
|
242.3
|
million
|
|
$
|
170.1
|
million
|
Borrowing base in excess of borrowing base indebtedness (as defined)
|
|
|
n/a
|
|
$
|
235.6
|
million
|
(a)
|
Under the terms of the Credit Facility, we are required to meet either the Coverage Ratio or the liquidity thresholds, but not both. As of November 30, 2013, we met both the Coverage Ratio and the minimum liquidity requirements.
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
(443,486
|
)
|
|
$
|
34,617
|
|
|
$
|
(347,545
|
)
|
Investing activities
|
(16,750
|
)
|
|
(760
|
)
|
|
13,098
|
|
|||
Financing activities
|
467,071
|
|
|
73,757
|
|
|
(155,909
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
6,835
|
|
|
$
|
107,614
|
|
|
$
|
(490,356
|
)
|
|
November 30, 2013
|
|
November 30, 2012
|
||||||||||||
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
||||||||
Unconsolidated VIEs
|
$
|
11,063
|
|
|
$
|
616,000
|
|
|
$
|
8,463
|
|
|
$
|
327,196
|
|
Other land option contracts and other similar contracts
|
30,502
|
|
|
535,496
|
|
|
17,219
|
|
|
298,139
|
|
||||
|
$
|
41,565
|
|
|
$
|
1,151,496
|
|
|
$
|
25,682
|
|
|
$
|
625,335
|
|
|
Payments due by Period
|
||||||||||||||||||
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
Thereafter
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
2,150.5
|
|
|
$
|
8.8
|
|
|
$
|
204.7
|
|
|
$
|
561.3
|
|
|
$
|
1,375.7
|
|
Interest
|
885.9
|
|
|
147.3
|
|
|
276.3
|
|
|
230.4
|
|
|
231.9
|
|
|||||
Inventory-related obligations (a)
|
29.6
|
|
|
9.5
|
|
|
3.6
|
|
|
3.2
|
|
|
13.3
|
|
|||||
Operating lease obligations
|
18.8
|
|
|
7.2
|
|
|
8.5
|
|
|
2.7
|
|
|
.4
|
|
|||||
Total (b)
|
$
|
3,084.8
|
|
|
$
|
172.8
|
|
|
$
|
493.1
|
|
|
$
|
797.6
|
|
|
$
|
1,621.3
|
|
(a)
|
Represents liabilities for fixed or determinable amounts associated with tax increment financing entities (“TIFE”) and liabilities related to inventory not owned. As homes are delivered, the obligation to pay the remaining TIFE assessments associated with each lot is transferred to the homebuyer. As such, these obligations will be paid by us only to the extent we do not deliver the applicable homes before the debt matures.
|
(b)
|
Total contractual obligations exclude our accrual for uncertain tax positions recorded for financial reporting purposes as of November 30, 2013 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 2014 to range from $.1 million to $.3 million.
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Inventory impairments:
|
|
|
|
|
|
||||||
Number of communities or land parcels evaluated for recoverability (a)
|
67
|
|
|
135
|
|
|
138
|
|
|||
Number of communities or land parcels impaired (b)
|
1
|
|
|
14
|
|
|
12
|
|
|||
|
|
|
|
|
|
||||||
Pre-impairment carrying value of communities or land parcels impaired
|
$
|
1,534
|
|
|
$
|
67,958
|
|
|
$
|
56,752
|
|
Inventory impairment charges (b)
|
(391
|
)
|
|
(28,107
|
)
|
|
(22,730
|
)
|
|||
Post-impairment fair value
|
$
|
1,143
|
|
|
$
|
39,851
|
|
|
$
|
34,022
|
|
|
|
|
|
|
|
||||||
Land option contract abandonment charges:
|
|
|
|
|
|
||||||
Number of lots abandoned
|
295
|
|
|
446
|
|
|
830
|
|
|||
Land option contract abandonment charges
|
$
|
3,190
|
|
|
$
|
426
|
|
|
$
|
3,061
|
|
(a)
|
As impairment indicators are assessed on a quarterly basis, some of the communities or land parcels evaluated during the years ended
November 30, 2013
,
2012
and
2011
were evaluated in more than one quarterly period.
|
(b)
|
The higher level of inventory impairment charges we recorded during
2012
and
2011
, as compared to 2013, reflected challenging economic and housing market conditions in certain of our served markets in those years. In addition, the inventory impairment charges in 2012 were partly due to changes to our operational or selling strategy for certain communities in an effort to accelerate sales pace and/or our return on investment. The inventory impairment charges in 2011 also included an $18.1 million adjustment to the fair value of real estate collateral in our Southwest homebuilding reporting segment that we took back on a note receivable. In some cases, we have recognized impairment charges for particular communities or land parcels in multiple years.
|
|
0-2 years
|
|
3-5 years
|
|
6-10 years
|
|
Greater than
10 years
|
|
Total
|
||||||||||
Inventories as of November 30, 2013
|
$
|
1,109.4
|
|
|
$
|
621.1
|
|
|
$
|
409.7
|
|
|
$
|
158.4
|
|
|
$
|
2,298.6
|
|
Level 1
|
Fair value determined based on quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.
|
Level 3
|
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
|
•
|
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;
|
•
|
labor costs and availability;
|
•
|
changes in interest rates;
|
•
|
inflation;
|
•
|
our debt level, including our ratio of debt to total 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 capital through the public or private issuance of common stock, debt or other securities, and/or project financing, on favorable terms;
|
•
|
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 real estate 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
|
•
|
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 and sell higher-priced homes and more design options, and our operational and investment concentration in markets in California), revenue growth, asset optimization, asset activation, local field management and talent investment, and overhead reduction and cost management;
|
•
|
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;
|
•
|
the manner in which our homebuyers are offered, and whether they are able, to obtain mortgage loans and mortgage banking services, including from our preferred mortgage lender, Nationstar;
|
•
|
the performance of Nationstar as our preferred mortgage lender;
|
•
|
the ability of Home Community Mortgage to become operational in all of our served markets as and by the time currently anticipa
ted, and its performance upon becoming operational
;
|
•
|
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, 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
|
$
|
—
|
|
|
$
|
199,864
|
|
|
$
|
—
|
|
|
$
|
262,048
|
|
|
$
|
299,261
|
|
|
$
|
1,375,710
|
|
|
$
|
2,136,883
|
|
|
$
|
2,294,150
|
|
Weighted Average Interest Rate
|
—
|
%
|
|
6.3
|
%
|
|
—
|
%
|
|
9.1
|
%
|
|
7.3
|
%
|
|
6.4
|
%
|
|
6.9
|
%
|
|
|
|
As of November 30, 2012 for the Years Ended November 30,
|
|
Fair Value at
November 30,
2012
|
||||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
—
|
|
|
$
|
75,911
|
|
|
$
|
338,825
|
|
|
$
|
—
|
|
|
$
|
261,430
|
|
|
$
|
994,338
|
|
|
$
|
1,670,504
|
|
|
$
|
1,831,596
|
|
Weighted Average Interest Rate
|
—
|
%
|
|
5.8
|
%
|
|
6.1
|
%
|
|
—
|
%
|
|
9.1
|
%
|
|
7.6
|
%
|
|
7.5
|
%
|
|
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
Number
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Total revenues
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
Homebuilding:
|
|
|
|
|
|
||||||
Revenues
|
$
|
2,084,978
|
|
|
$
|
1,548,432
|
|
|
$
|
1,305,562
|
|
Construction and land costs
|
(1,737,086
|
)
|
|
(1,332,045
|
)
|
|
(1,157,280
|
)
|
|||
Selling, general and administrative expenses
|
(255,808
|
)
|
|
(236,643
|
)
|
|
(220,591
|
)
|
|||
Loss on loan guaranty
|
—
|
|
|
—
|
|
|
(30,765
|
)
|
|||
Operating income (loss)
|
92,084
|
|
|
(20,256
|
)
|
|
(103,074
|
)
|
|||
Interest income
|
792
|
|
|
518
|
|
|
871
|
|
|||
Interest expense
|
(62,690
|
)
|
|
(69,804
|
)
|
|
(49,204
|
)
|
|||
Equity in loss of unconsolidated joint ventures
|
(2,007
|
)
|
|
(394
|
)
|
|
(55,839
|
)
|
|||
Homebuilding pretax income (loss)
|
28,179
|
|
|
(89,936
|
)
|
|
(207,246
|
)
|
|||
Financial services:
|
|
|
|
|
|
||||||
Revenues
|
12,152
|
|
|
11,683
|
|
|
10,304
|
|
|||
Expenses
|
(3,042
|
)
|
|
(2,991
|
)
|
|
(3,512
|
)
|
|||
Equity in income/gain on wind down of unconsolidated joint venture
|
1,074
|
|
|
2,191
|
|
|
19,286
|
|
|||
Financial services pretax income
|
10,184
|
|
|
10,883
|
|
|
26,078
|
|
|||
Total pretax income (loss)
|
38,363
|
|
|
(79,053
|
)
|
|
(181,168
|
)
|
|||
Income tax benefit
|
1,600
|
|
|
20,100
|
|
|
2,400
|
|
|||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
Diluted
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
82,630
|
|
|
77,106
|
|
|
77,043
|
|
|||
Diluted
|
91,559
|
|
|
77,106
|
|
|
77,043
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Postretirement benefit plan adjustments:
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during the period
|
7,083
|
|
|
(4,765
|
)
|
|
(5,646
|
)
|
|||
Amortization of net actuarial loss
|
1,803
|
|
|
1,403
|
|
|
595
|
|
|||
Amortization of prior service cost
|
1,556
|
|
|
1,556
|
|
|
1,556
|
|
|||
Other comprehensive income (loss)
|
10,442
|
|
|
(1,806
|
)
|
|
(3,495
|
)
|
|||
Comprehensive income (loss)
|
$
|
50,405
|
|
|
$
|
(60,759
|
)
|
|
$
|
(182,263
|
)
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Homebuilding:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
530,095
|
|
|
$
|
524,765
|
|
Restricted cash
|
41,906
|
|
|
42,362
|
|
||
Receivables
|
75,749
|
|
|
64,821
|
|
||
Inventories
|
2,298,577
|
|
|
1,706,571
|
|
||
Investments in unconsolidated joint ventures
|
130,192
|
|
|
123,674
|
|
||
Other assets
|
107,076
|
|
|
95,050
|
|
||
|
3,183,595
|
|
|
2,557,243
|
|
||
Financial services
|
10,040
|
|
|
4,455
|
|
||
Total assets
|
$
|
3,193,635
|
|
|
$
|
2,561,698
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Homebuilding:
|
|
|
|
||||
Accounts payable
|
$
|
148,282
|
|
|
$
|
118,544
|
|
Accrued expenses and other liabilities
|
356,176
|
|
|
340,345
|
|
||
Mortgages and notes payable
|
2,150,498
|
|
|
1,722,815
|
|
||
|
2,654,956
|
|
|
2,181,704
|
|
||
Financial services
|
2,593
|
|
|
3,188
|
|
||
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, 2013 and 2012; 115,296,395 and 115,178,187 shares issued at November 30, 2013 and 2012, respectively
|
115,296
|
|
|
115,178
|
|
||
Paid-in capital
|
788,893
|
|
|
888,579
|
|
||
Retained earnings
|
481,889
|
|
|
450,292
|
|
||
Accumulated other comprehensive loss
|
(17,516
|
)
|
|
(27,958
|
)
|
||
Grantor stock ownership trust, at cost: 10,501,844 and 10,615,934 shares at November 30, 2013 and 2012, respectively
|
(113,911
|
)
|
|
(115,149
|
)
|
||
Treasury stock, at cost: 21,050,023 and 27,340,468 shares at November 30, 2013 and 2012, respectively
|
(718,565
|
)
|
|
(934,136
|
)
|
||
Total stockholders’ equity
|
536,086
|
|
|
376,806
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,193,635
|
|
|
$
|
2,561,698
|
|
|
Years Ended November 30, 2013, 2012 and 2011
|
|||||||||||||||||||||||||||||||||||
|
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, 2010
|
115,149
|
|
|
(11,083
|
)
|
|
(27,095
|
)
|
|
$
|
115,149
|
|
|
$
|
873,519
|
|
|
$
|
717,852
|
|
|
$
|
(22,657
|
)
|
|
$
|
(120,442
|
)
|
|
$
|
(931,543
|
)
|
|
$
|
631,878
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,768
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,768
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,495
|
)
|
|
—
|
|
|
—
|
|
|
(3,495
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,240
|
)
|
|||||||
Employee stock options and other
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
2,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,432
|
|
|||||||
Forfeited restricted stock
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(794
|
)
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,054
|
|
|||||||
Grantor stock ownership trust
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
(587
|
)
|
|
—
|
|
|
—
|
|
|
2,383
|
|
|
—
|
|
|
1,796
|
|
|||||||
Balance at November 30, 2011
|
115,171
|
|
|
(10,884
|
)
|
|
(27,214
|
)
|
|
115,171
|
|
|
884,190
|
|
|
519,844
|
|
|
(26,152
|
)
|
|
(118,059
|
)
|
|
(932,337
|
)
|
|
442,657
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,953
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,953
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,599
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,599
|
)
|
|||||||
Employee stock options and other
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||||
Restricted stock awards
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
(2,253
|
)
|
|
—
|
|
|
—
|
|
|
2,253
|
|
|
—
|
|
|
—
|
|
|||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,366
|
)
|
|||||||
Employee stock options and other
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
1,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,592
|
|
|||||||
Issuance of stock under stock-based compensation plans
|
—
|
|
|
—
|
|
|
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
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
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
|
933
|
|
|
(1,797
|
)
|
|
36,553
|
|
|||
Distributions of earnings from unconsolidated joint ventures
|
1,949
|
|
|
3,316
|
|
|
8,703
|
|
|||
Loss on loan guaranty
|
—
|
|
|
—
|
|
|
30,765
|
|
|||
Gain on sale of operating property
|
—
|
|
|
—
|
|
|
(8,825
|
)
|
|||
Amortization of discounts and issuance costs
|
5,347
|
|
|
3,016
|
|
|
2,150
|
|
|||
Depreciation and amortization
|
1,857
|
|
|
1,622
|
|
|
2,031
|
|
|||
Provision for deferred income taxes
|
—
|
|
|
1,152
|
|
|
—
|
|
|||
Loss (gain) on early extinguishment of debt
|
10,448
|
|
|
10,278
|
|
|
(3,612
|
)
|
|||
Stock-based compensation
|
5,699
|
|
|
6,713
|
|
|
8,054
|
|
|||
Inventory impairments and land option contract abandonments
|
3,581
|
|
|
28,533
|
|
|
25,791
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(11,153
|
)
|
|
24,994
|
|
|
(2,220
|
)
|
|||
Inventories
|
(563,189
|
)
|
|
30,347
|
|
|
(12,345
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
59,763
|
|
|
(2,143
|
)
|
|
(253,547
|
)
|
|||
Other, net
|
1,316
|
|
|
(12,461
|
)
|
|
(2,275
|
)
|
|||
Net cash provided by (used in) operating activities
|
(443,486
|
)
|
|
34,617
|
|
|
(347,545
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
(14,359
|
)
|
|
989
|
|
|
(67,260
|
)
|
|||
Proceeds from sale of operating property
|
—
|
|
|
—
|
|
|
80,600
|
|
|||
Purchases of property and equipment, net
|
(2,391
|
)
|
|
(1,749
|
)
|
|
(242
|
)
|
|||
Net cash provided by (used in) investing activities
|
(16,750
|
)
|
|
(760
|
)
|
|
13,098
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Change in restricted cash
|
456
|
|
|
22,119
|
|
|
50,996
|
|
|||
Proceeds from issuance of debt
|
680,000
|
|
|
694,831
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
(16,525
|
)
|
|
(12,445
|
)
|
|
—
|
|
|||
Repayment of senior notes
|
(225,394
|
)
|
|
(592,645
|
)
|
|
(100,000
|
)
|
|||
Payments on mortgages and land contracts due to land sellers and other loans
|
(66,296
|
)
|
|
(26,298
|
)
|
|
(89,461
|
)
|
|||
Proceeds from issuance of common stock, net
|
109,503
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock under employee stock plans
|
2,181
|
|
|
593
|
|
|
1,796
|
|
|||
Payments of cash dividends
|
(8,366
|
)
|
|
(10,599
|
)
|
|
(19,240
|
)
|
|||
Stock repurchases
|
(8,488
|
)
|
|
(1,799
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
467,071
|
|
|
73,757
|
|
|
(155,909
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
6,835
|
|
|
107,614
|
|
|
(490,356
|
)
|
|||
Cash and cash equivalents at beginning of year
|
525,688
|
|
|
418,074
|
|
|
908,430
|
|
|||
Cash and cash equivalents at end of year
|
$
|
532,523
|
|
|
$
|
525,688
|
|
|
$
|
418,074
|
|
Note 1.
|
Summary of Significant Accounting Policies
|
Note 2.
|
Segment Information
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
West Coast
|
$
|
1,020,218
|
|
|
$
|
755,259
|
|
|
$
|
589,387
|
|
Southwest
|
175,252
|
|
|
132,438
|
|
|
139,872
|
|
|||
Central
|
565,120
|
|
|
436,407
|
|
|
369,705
|
|
|||
Southeast
|
324,388
|
|
|
224,328
|
|
|
206,598
|
|
|||
Total homebuilding revenues
|
2,084,978
|
|
|
1,548,432
|
|
|
1,305,562
|
|
|||
Financial services
|
12,152
|
|
|
11,683
|
|
|
10,304
|
|
|||
Total
|
$
|
2,097,130
|
|
|
$
|
1,560,115
|
|
|
$
|
1,315,866
|
|
|
|
|
|
|
|
||||||
Pretax income (loss):
|
|
|
|
|
|
||||||
West Coast
|
$
|
118,264
|
|
|
$
|
(10,467
|
)
|
|
$
|
19,639
|
|
Southwest
|
2,903
|
|
|
(10,194
|
)
|
|
(108,265
|
)
|
|||
Central
|
22,275
|
|
|
1,449
|
|
|
(12,924
|
)
|
|||
Southeast
|
(45,992
|
)
|
|
(1,183
|
)
|
|
(37,983
|
)
|
|||
Corporate and other (a)
|
(69,271
|
)
|
|
(69,541
|
)
|
|
(67,713
|
)
|
|||
Total homebuilding pretax income (loss)
|
28,179
|
|
|
(89,936
|
)
|
|
(207,246
|
)
|
|||
Financial services
|
10,184
|
|
|
10,883
|
|
|
26,078
|
|
|||
Total
|
$
|
38,363
|
|
|
$
|
(79,053
|
)
|
|
$
|
(181,168
|
)
|
|
|
|
|
|
|
||||||
Equity in income (loss) of unconsolidated joint ventures:
|
|
|
|
|
|
||||||
West Coast
|
$
|
(148
|
)
|
|
$
|
(174
|
)
|
|
$
|
68
|
|
Southwest
|
(2,355
|
)
|
|
(811
|
)
|
|
(55,902
|
)
|
|||
Central
|
—
|
|
|
—
|
|
|
—
|
|
|||
Southeast
|
496
|
|
|
591
|
|
|
(5
|
)
|
|||
Total
|
$
|
(2,007
|
)
|
|
$
|
(394
|
)
|
|
$
|
(55,839
|
)
|
|
|
|
|
|
|
||||||
(a) Corporate and other includes corporate general and administrative expenses.
|
|
|
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Inventory impairment charges:
|
|
|
|
|
|
||||||
West Coast
|
$
|
—
|
|
|
$
|
19,235
|
|
|
$
|
2,598
|
|
Southwest
|
—
|
|
|
2,135
|
|
|
18,715
|
|
|||
Central
|
—
|
|
|
1,267
|
|
|
51
|
|
|||
Southeast
|
391
|
|
|
5,470
|
|
|
1,366
|
|
|||
Total
|
$
|
391
|
|
|
$
|
28,107
|
|
|
$
|
22,730
|
|
|
|
|
|
|
|
||||||
Land option contract abandonment charges:
|
|
|
|
|
|
||||||
West Coast
|
$
|
3,190
|
|
|
$
|
—
|
|
|
$
|
704
|
|
Southwest
|
—
|
|
|
—
|
|
|
296
|
|
|||
Central
|
—
|
|
|
133
|
|
|
1,310
|
|
|||
Southeast
|
—
|
|
|
293
|
|
|
751
|
|
|||
Total
|
$
|
3,190
|
|
|
$
|
426
|
|
|
$
|
3,061
|
|
|
|
|
|
|
|
||||||
Joint venture impairment charges:
|
|
|
|
|
|
||||||
West Coast
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Southwest
|
—
|
|
|
—
|
|
|
53,727
|
|
|||
Central
|
—
|
|
|
—
|
|
|
—
|
|
|||
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,727
|
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
West Coast
|
$
|
1,230,761
|
|
|
$
|
930,450
|
|
Southwest
|
402,443
|
|
|
319,863
|
|
||
Central
|
465,547
|
|
|
369,294
|
|
||
Southeast
|
456,965
|
|
|
341,460
|
|
||
Corporate and other
|
627,879
|
|
|
596,176
|
|
||
Total homebuilding assets
|
3,183,595
|
|
|
2,557,243
|
|
||
Financial services
|
10,040
|
|
|
4,455
|
|
||
Total
|
$
|
3,193,635
|
|
|
$
|
2,561,698
|
|
|
|
|
|
||||
Investments in unconsolidated joint ventures:
|
|
|
|
||||
West Coast
|
$
|
40,246
|
|
|
$
|
38,372
|
|
Southwest
|
80,877
|
|
|
75,920
|
|
||
Central
|
—
|
|
|
—
|
|
||
Southeast
|
9,069
|
|
|
9,382
|
|
||
Total
|
$
|
130,192
|
|
|
$
|
123,674
|
|
Note 3.
|
Financial Services
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
|
|
|
|
||||||
Insurance commissions
|
$
|
7,177
|
|
|
$
|
7,140
|
|
|
$
|
7,188
|
|
Title services
|
3,172
|
|
|
2,362
|
|
|
1,983
|
|
|||
Marketing services fees
|
1,800
|
|
|
2,175
|
|
|
1,125
|
|
|||
Interest income
|
3
|
|
|
6
|
|
|
8
|
|
|||
Total
|
12,152
|
|
|
11,683
|
|
|
10,304
|
|
|||
Expenses
|
|
|
|
|
|
||||||
General and administrative
|
(3,042
|
)
|
|
(2,991
|
)
|
|
(3,512
|
)
|
|||
Operating income
|
9,110
|
|
|
8,692
|
|
|
6,792
|
|
|||
Equity in income/gain on wind down of unconsolidated joint ventures
|
1,074
|
|
|
2,191
|
|
|
19,286
|
|
|||
Pretax income
|
$
|
10,184
|
|
|
$
|
10,883
|
|
|
$
|
26,078
|
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,428
|
|
|
$
|
923
|
|
Receivables
|
2,084
|
|
|
1,859
|
|
||
Investments in unconsolidated joint ventures
|
5,490
|
|
|
1,630
|
|
||
Other assets
|
38
|
|
|
43
|
|
||
Total assets
|
$
|
10,040
|
|
|
$
|
4,455
|
|
Liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
2,593
|
|
|
$
|
3,188
|
|
Total liabilities
|
$
|
2,593
|
|
|
$
|
3,188
|
|
Note 4.
|
Earnings (Loss) Per Share
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
Less: Distributed earnings allocated to nonvested restricted stock
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Undistributed earnings allocated to nonvested restricted stock
|
(90
|
)
|
|
—
|
|
|
—
|
|
|||
Numerator for basic earnings (loss) per share
|
39,849
|
|
|
(58,953
|
)
|
|
(178,768
|
)
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Interest expense and amortization of debt issuance costs associated with convertible senior notes, net of taxes
|
2,230
|
|
|
—
|
|
|
—
|
|
|||
Add: Undistributed earnings allocated to nonvested restricted stock
|
90
|
|
|
—
|
|
|
—
|
|
|||
Less: Undistributed earnings reallocated to nonvested restricted stock
|
(81
|
)
|
|
—
|
|
|
—
|
|
|||
Numerator for diluted earnings (loss) per share
|
$
|
42,088
|
|
|
$
|
(58,953
|
)
|
|
$
|
(178,768
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding — basic
|
82,630
|
|
|
77,106
|
|
|
77,043
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Share-based payments
|
1,885
|
|
|
—
|
|
|
—
|
|
|||
Convertible senior notes
|
7,044
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding — diluted
|
91,559
|
|
|
77,106
|
|
|
77,043
|
|
|||
Basic earnings (loss) per share
|
$
|
.48
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
Diluted earnings (loss) per share
|
$
|
.46
|
|
|
$
|
(.76
|
)
|
|
$
|
(2.32
|
)
|
Note 5.
|
Receivables
|
Note 6.
|
Inventories
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Homes under construction
|
$
|
586,439
|
|
|
$
|
454,108
|
|
Land under development
|
1,066,916
|
|
|
567,470
|
|
||
Land held for future development
|
645,222
|
|
|
684,993
|
|
||
Total
|
$
|
2,298,577
|
|
|
$
|
1,706,571
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Capitalized interest at beginning of year
|
$
|
217,684
|
|
|
$
|
233,461
|
|
|
$
|
249,966
|
|
Interest incurred (a)
|
149,101
|
|
|
132,657
|
|
|
112,037
|
|
|||
Interest expensed (a)
|
(62,690
|
)
|
|
(69,804
|
)
|
|
(49,204
|
)
|
|||
Interest amortized to construction and land costs
|
(87,414
|
)
|
|
(78,630
|
)
|
|
(79,338
|
)
|
|||
Capitalized interest at end of year (b)
|
$
|
216,681
|
|
|
$
|
217,684
|
|
|
$
|
233,461
|
|
(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. Amounts for the year ended
November 30, 2011
included a gain on the early extinguishment of secured debt of
$3.6 million
.
|
(b)
|
Inventory impairment charges are recognized against all inventory costs of a community, such as land acquisition, land development, cost of home construction and capitalized interest. Capitalized interest amounts presented in the table reflect the gross amount of capitalized interest as impairment charges recognized are not generally allocated to specific components of inventory.
|
Note 7.
|
Inventory Impairments and Land Option Contract Abandonments
|
|
|
Years Ended November 30,
|
||||
Unobservable Input (a)
|
|
2013
|
|
2012
|
|
2011
|
Average selling price
|
|
$339,700
|
|
$115,200 - $556,300
|
|
$142,900 - $391,900
|
Deliveries per month
|
|
1
|
|
1 - 6
|
|
1 - 10
|
Discount rate
|
|
17%
|
|
17% - 20%
|
|
17% - 20%
|
(a)
|
The ranges of inputs used in each period primarily reflect the underlying variability among 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, 2013
|
|
November 30, 2012
|
||||||||||||
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
|
Cash
Deposits
|
|
Aggregate
Purchase Price
|
||||||||
Unconsolidated VIEs
|
$
|
11,063
|
|
|
$
|
616,000
|
|
|
$
|
8,463
|
|
|
$
|
327,196
|
|
Other land option contracts and other similar contracts
|
30,502
|
|
|
535,496
|
|
|
17,219
|
|
|
298,139
|
|
||||
|
$
|
41,565
|
|
|
$
|
1,151,496
|
|
|
$
|
25,682
|
|
|
$
|
625,335
|
|
Note 9.
|
Investments in Unconsolidated Joint Ventures
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
17,446
|
|
|
$
|
31,772
|
|
|
$
|
230
|
|
Construction and land costs
|
(10,709
|
)
|
|
(21,467
|
)
|
|
(54
|
)
|
|||
Other expenses, net
|
(4,042
|
)
|
|
(2,009
|
)
|
|
(4,506
|
)
|
|||
Income (loss)
|
$
|
2,695
|
|
|
$
|
8,296
|
|
|
$
|
(4,330
|
)
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
18,752
|
|
|
$
|
29,721
|
|
Receivables
|
4,902
|
|
|
6,104
|
|
||
Inventories
|
381,195
|
|
|
352,791
|
|
||
Other assets
|
1,183
|
|
|
1,175
|
|
||
Total assets
|
$
|
406,032
|
|
|
$
|
389,791
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
85,386
|
|
|
$
|
88,027
|
|
Equity
|
320,646
|
|
|
301,764
|
|
||
Total liabilities and equity
|
$
|
406,032
|
|
|
$
|
389,791
|
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Number of investments in unconsolidated joint ventures
|
9
|
|
|
8
|
|
||
Investments in unconsolidated joint ventures
|
$
|
130,192
|
|
|
$
|
123,674
|
|
Number of unconsolidated joint venture lots controlled under land option contracts or other similar contracts
|
5,367
|
|
|
4,940
|
|
Note 10.
|
Other Assets
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Cash surrender value of insurance contracts
|
$
|
68,534
|
|
|
$
|
64,757
|
|
Debt issuance costs (a)
|
27,366
|
|
|
14,563
|
|
||
Property and equipment, net
|
8,460
|
|
|
7,920
|
|
||
Prepaid expenses
|
2,716
|
|
|
7,810
|
|
||
Total
|
$
|
107,076
|
|
|
$
|
95,050
|
|
(a)
|
The increase in debt issuance costs as of November 30, 2013 compared to November 30, 2012 primarily reflected the costs associated with our underwritten public issuances of the 1.375% Convertible Senior Notes due 2019 and the 7.00% Senior Notes due 2021, and our entry into the Credit Facility during 2013.
|
Note 11.
|
Accrued Expenses and Other Liabilities
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Self-insurance and other litigation liabilities
|
$
|
99,612
|
|
|
$
|
107,111
|
|
Employee compensation and related benefits
|
99,332
|
|
|
97,189
|
|
||
Warranty liability
|
48,704
|
|
|
47,822
|
|
||
Accrued interest payable
|
45,562
|
|
|
47,392
|
|
||
Inventory-related obligations
|
29,517
|
|
|
11,674
|
|
||
Real estate and business taxes
|
8,131
|
|
|
8,453
|
|
||
Other
|
25,318
|
|
|
20,704
|
|
||
Total
|
$
|
356,176
|
|
|
$
|
340,345
|
|
Note 12.
|
Income Taxes
|
|
Federal
|
|
State
|
|
Total
|
||||||
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
|
|
2011
|
|
|
|
|
|
||||||
Current
|
$
|
2,600
|
|
|
$
|
(200
|
)
|
|
$
|
2,400
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit (expense)
|
$
|
2,600
|
|
|
$
|
(200
|
)
|
|
$
|
2,400
|
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Capitalized expenses
|
$
|
87,599
|
|
|
$
|
76,112
|
|
State taxes
|
62,884
|
|
|
64,577
|
|
||
Depreciation and amortization
|
300
|
|
|
—
|
|
||
Other
|
208
|
|
|
218
|
|
||
Total
|
$
|
150,991
|
|
|
$
|
140,907
|
|
Deferred tax assets:
|
|
|
|
||||
Inventory impairments and land option contract abandonments
|
$
|
110,745
|
|
|
$
|
132,099
|
|
NOL from 2006 through 2013
|
459,885
|
|
|
442,621
|
|
||
Warranty, legal and other accruals
|
50,110
|
|
|
54,744
|
|
||
Employee benefits
|
73,039
|
|
|
68,644
|
|
||
Partnerships and joint ventures
|
122,081
|
|
|
132,851
|
|
||
Depreciation and amortization
|
—
|
|
|
7,467
|
|
||
Capitalized expenses
|
9,359
|
|
|
6,646
|
|
||
Tax credits
|
173,289
|
|
|
169,173
|
|
||
Deferred income
|
656
|
|
|
668
|
|
||
Other
|
11,267
|
|
|
6,107
|
|
||
Total
|
1,010,431
|
|
|
1,021,020
|
|
||
Valuation allowance
|
(859,440
|
)
|
|
(880,113
|
)
|
||
Total
|
150,991
|
|
|
140,907
|
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax benefit (expense) computed at statutory rate
|
$
|
(13,427
|
)
|
|
$
|
27,672
|
|
|
$
|
63,397
|
|
State taxes, net of federal income tax benefit
|
(1,947
|
)
|
|
9,948
|
|
|
4,691
|
|
|||
Reserve and deferred income
|
(1,808
|
)
|
|
(9,146
|
)
|
|
(1,161
|
)
|
|||
Capitalized expenses
|
—
|
|
|
7,960
|
|
|
(3,501
|
)
|
|||
Basis in joint ventures
|
(9,598
|
)
|
|
42,503
|
|
|
4,401
|
|
|||
NOL reconciliation
|
(3,806
|
)
|
|
(5,345
|
)
|
|
715
|
|
|||
Inventory impairments
|
2,827
|
|
|
(59,401
|
)
|
|
(1,852
|
)
|
|||
Recognition of federal and state tax benefits
|
1,600
|
|
|
17,650
|
|
|
2,600
|
|
|||
Tax credits
|
2,675
|
|
|
17,889
|
|
|
5,477
|
|
|||
Valuation allowance for deferred tax assets
|
20,673
|
|
|
(32,286
|
)
|
|
(76,747
|
)
|
|||
Depreciation and amortization
|
4,523
|
|
|
2,482
|
|
|
—
|
|
|||
Other, net
|
(112
|
)
|
|
174
|
|
|
4,380
|
|
|||
Income tax benefit
|
$
|
1,600
|
|
|
$
|
20,100
|
|
|
$
|
2,400
|
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
$
|
1,671
|
|
|
$
|
1,899
|
|
|
$
|
11,308
|
|
Additions for tax positions related to prior years
|
—
|
|
|
—
|
|
|
5
|
|
|||
Reductions for tax positions related to prior years
|
—
|
|
|
(165
|
)
|
|
—
|
|
|||
Reductions due to lapse of statute of limitations
|
(1,465
|
)
|
|
(63
|
)
|
|
(2,476
|
)
|
|||
Reductions due to resolution of federal and state audits
|
—
|
|
|
—
|
|
|
(6,938
|
)
|
|||
Balance at end of year
|
$
|
206
|
|
|
$
|
1,671
|
|
|
$
|
1,899
|
|
Note 13.
|
Mortgages and Notes Payable
|
|
November 30,
|
||||||
|
2013
|
|
2012
|
||||
Mortgages and land contracts due to land sellers and other loans (at interest rates of 7% at November 30, 2013 and 6% to 7% at November 30, 2012)
|
$
|
13,615
|
|
|
$
|
52,311
|
|
5 3/4% Senior notes due February 1, 2014
|
—
|
|
|
75,911
|
|
||
5 7/8% Senior notes due January 15, 2015
|
—
|
|
|
101,999
|
|
||
6 1/4% Senior notes due June 15, 2015
|
199,864
|
|
|
236,826
|
|
||
9.10% Senior notes due September 15, 2017
|
262,048
|
|
|
261,430
|
|
||
7 1/4% Senior notes due June 15, 2018
|
299,261
|
|
|
299,129
|
|
||
8.00% Senior notes due March 15, 2020
|
345,710
|
|
|
345,209
|
|
||
7.00% Senior notes due December 15, 2021
|
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
|
|
|
—
|
|
||
Total
|
$
|
2,150,498
|
|
|
$
|
1,722,815
|
|
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.
|
|
|
Fair Value
|
||||||||
Description
|
|
Hierarchy
|
|
November 30,
2013 (a) |
|
November 30,
2012 (a) |
||||
Long-lived assets held and used
|
|
Level 3
|
|
$
|
1,143
|
|
|
$
|
39,851
|
|
(a)
|
Amounts represent the aggregate fair value for communities or land parcels where we recognized inventory impairment charges during the period, as of the date that the fair value measurements were made. The carrying value for these communities or land parcels may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.
|
|
|
|
November 30,
|
||||||||||||||
|
|
|
2013
|
|
2012
|
||||||||||||
|
Fair Value Hierarchy
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Senior notes
|
Level 2
|
|
$
|
1,906,883
|
|
|
$
|
2,069,325
|
|
|
$
|
1,670,504
|
|
|
$
|
1,831,596
|
|
1.375% Convertible senior notes due February 1, 2019
|
Level 2
|
|
230,000
|
|
|
224,825
|
|
|
—
|
|
|
—
|
|
Note 15.
|
Commitments and Contingencies
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
$
|
47,822
|
|
|
$
|
67,693
|
|
|
$
|
93,988
|
|
Warranties issued (a)
|
14,261
|
|
|
8,416
|
|
|
4,852
|
|
|||
Payments
|
(45,338
|
)
|
|
(19,701
|
)
|
|
(25,024
|
)
|
|||
Adjustments (b)
|
31,959
|
|
|
(8,586
|
)
|
|
(6,123
|
)
|
|||
Balance at end of year
|
$
|
48,704
|
|
|
$
|
47,822
|
|
|
$
|
67,693
|
|
(a)
|
The year-over-year increase in the expense associated with warranties issued in 2013 and 2012 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 2013 were comprised of charges associated with water intrusion-related issues in central and southwest Florida, while in 2012, favorable warranty adjustments were partly offset by such water intrusion-related charges. In 2011, favorable warranty adjustments were partly offset by the impact of our consolidation of a previously unconsolidated joint venture.
|
|
Years Ended November 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of year
|
$
|
93,349
|
|
|
$
|
94,823
|
|
|
$
|
95,665
|
|
Self-insurance expense (a)
|
8,239
|
|
|
7,894
|
|
|
7,220
|
|
|||
Payments, net of recoveries (b)
|
(9,374
|
)
|
|
(10,168
|
)
|
|
(8,062
|
)
|
|||
Adjustments
|
—
|
|
|
800
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
92,214
|
|
|
$
|
93,349
|
|
|
$
|
94,823
|
|
(a)
|
These expenses are included in selling, general and administrative expenses and largely offset by contributions from subcontractors participating in the wrap-up policy.
|
(b)
|
Recoveries are reflected at the time we receive funds from subcontractors and/or their insurers.
|
Years Ending November 30,
|
|
|
||
2014
|
|
$
|
7,158
|
|
2015
|
|
5,276
|
|
|
2016
|
|
3,224
|
|
|
2017
|
|
1,649
|
|
|
2018
|
|
1,098
|
|
|
Thereafter
|
|
387
|
|
|
Total minimum lease payments
|
|
$
|
18,792
|
|
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, 2011
|
|
|
$
|
(26,152
|
)
|
Other comprehensive loss before reclassifications
|
|
|
(4,765
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
2,959
|
|
|
Net current-period other comprehensive loss
|
|
|
(1,806
|
)
|
|
Balance at November 30, 2012
|
|
|
(27,958
|
)
|
|
Other comprehensive income before reclassifications
|
|
|
7,083
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
3,359
|
|
|
Net current-period other comprehensive income
|
|
|
10,442
|
|
|
Balance at November 30, 2013
|
|
|
$
|
(17,516
|
)
|
|
|
Years Ended November 30,
|
||||||||||
Details About Accumulated Other Comprehensive Loss Components
|
|
2013
|
|
2012
|
|
2011
|
||||||
Postretirement benefit plan adjustments
|
|
|
|
|
|
|
||||||
Amortization of net actuarial loss
|
|
$
|
1,803
|
|
|
$
|
1,403
|
|
|
$
|
595
|
|
Amortization of prior service cost
|
|
1,556
|
|
|
1,556
|
|
|
1,556
|
|
|||
Total reclassifications (a)
|
|
$
|
3,359
|
|
|
$
|
2,959
|
|
|
$
|
2,151
|
|
(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,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Options outstanding at beginning of year
|
10,105,546
|
|
|
$
|
21.27
|
|
|
10,160,396
|
|
|
$
|
21.27
|
|
|
8,798,613
|
|
|
$
|
24.19
|
|
Granted
|
550,000
|
|
|
16.63
|
|
|
30,000
|
|
|
9.08
|
|
|
1,716,000
|
|
|
6.36
|
|
|||
Exercised
|
(118,208
|
)
|
|
13.46
|
|
|
(7,494
|
)
|
|
13.93
|
|
|
—
|
|
|
—
|
|
|||
Cancelled
|
(5,400
|
)
|
|
24.24
|
|
|
(77,356
|
)
|
|
17.96
|
|
|
(354,217
|
)
|
|
21.47
|
|
|||
Options outstanding at end of year
|
10,531,938
|
|
|
$
|
21.11
|
|
|
10,105,546
|
|
|
$
|
21.27
|
|
|
10,160,396
|
|
|
$
|
21.27
|
|
Options exercisable at end of year
|
9,414,935
|
|
|
$
|
22.26
|
|
|
8,533,224
|
|
|
$
|
23.76
|
|
|
7,142,568
|
|
|
$
|
26.43
|
|
Options available for grant at end of year
|
746,043
|
|
|
|
|
1,721,847
|
|
|
|
|
2,477,219
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Range of Exercise Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
||||||||
$ 6.32 to $10.54
|
|
1,693,165
|
|
|
$
|
6.43
|
|
|
7.8
|
|
|
1,126,162
|
|
|
$
|
6.42
|
|
|
|
|
$10.55 to $14.96
|
|
1,968,424
|
|
|
12.09
|
|
|
5.6
|
|
|
1,968,424
|
|
|
12.09
|
|
|
|
|||
$14.97 to $20.08
|
|
2,717,523
|
|
|
17.47
|
|
|
6.2
|
|
|
2,167,523
|
|
|
17.68
|
|
|
|
|||
$20.09 to $33.92
|
|
2,019,721
|
|
|
27.36
|
|
|
4.1
|
|
|
2,019,721
|
|
|
27.36
|
|
|
|
|||
$33.93 to $69.63
|
|
2,133,105
|
|
|
39.81
|
|
|
4.4
|
|
|
2,133,105
|
|
|
39.81
|
|
|
|
|||
$ 6.32 to $69.63
|
|
10,531,938
|
|
|
$
|
21.11
|
|
|
5.6
|
|
|
9,414,935
|
|
|
$
|
22.26
|
|
|
5.2
|
|
|
Years Ended November 30,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Risk-free interest rate
|
1.3
|
%
|
|
.7
|
%
|
|
.9
|
%
|
Expected volatility factor
|
52.3
|
%
|
|
65.6
|
%
|
|
65.6
|
%
|
Expected dividend yield
|
.6
|
%
|
|
1.9
|
%
|
|
3.9
|
%
|
Expected term
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
|
Years Ended November 30,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
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
|
229,724
|
|
|
$
|
15.81
|
|
|
338,912
|
|
|
$
|
15.03
|
|
|
402,477
|
|
|
$
|
15.09
|
|
Granted
|
88,000
|
|
|
17.50
|
|
|
207,617
|
|
|
16.23
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
(91,312
|
)
|
|
15.18
|
|
|
(176,135
|
)
|
|
14.25
|
|
|
(10,930
|
)
|
|
13.49
|
|
|||
Cancelled
|
(6,784
|
)
|
|
17.24
|
|
|
(140,670
|
)
|
|
15.44
|
|
|
(52,635
|
)
|
|
15.44
|
|
|||
Outstanding at end of year
|
219,628
|
|
|
$
|
16.23
|
|
|
229,724
|
|
|
$
|
15.81
|
|
|
338,912
|
|
|
$
|
15.03
|
|
|
Years Ended November 30,
|
||||||||||||
|
2013
|
|
2012
|
||||||||||
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
per Share
Grant Date
Fair Value
|
||||||
Outstanding at beginning of year
|
227,049
|
|
|
$
|
16.23
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
158,000
|
|
|
16.63
|
|
|
227,049
|
|
|
16.23
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Cancelled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at end of year
|
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,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Summary of cash and cash equivalents at the end of the year:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
530,095
|
|
|
$
|
524,765
|
|
|
$
|
415,050
|
|
Financial services
|
2,428
|
|
|
923
|
|
|
3,024
|
|
|||
Total
|
$
|
532,523
|
|
|
$
|
525,688
|
|
|
$
|
418,074
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
$
|
64,520
|
|
|
$
|
65,541
|
|
|
$
|
48,038
|
|
Income taxes paid
|
800
|
|
|
826
|
|
|
335
|
|
|||
Income taxes refunded
|
61
|
|
|
22,342
|
|
|
213
|
|
|||
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
||||||
Cost of inventories acquired through seller financing
|
$
|
27,600
|
|
|
$
|
53,625
|
|
|
$
|
—
|
|
Increase (decrease) in consolidated inventories not owned
|
4,798
|
|
|
(19,803
|
)
|
|
8,354
|
|
|||
Acquired property securing note receivable
|
—
|
|
|
—
|
|
|
40,000
|
|
|||
Issuance of stock under stock-based compensation plans
|
8,346
|
|
|
—
|
|
|
—
|
|
Note 22.
|
Supplemental Guarantor Information
|
|
Year Ended November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
2,036,340
|
|
|
$
|
60,790
|
|
|
$
|
—
|
|
|
$
|
2,097,130
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
2,036,340
|
|
|
$
|
48,638
|
|
|
$
|
—
|
|
|
$
|
2,084,978
|
|
Construction and land costs
|
—
|
|
|
(1,692,525
|
)
|
|
(44,561
|
)
|
|
—
|
|
|
(1,737,086
|
)
|
|||||
Selling, general and administrative expenses
|
(60,545
|
)
|
|
(180,344
|
)
|
|
(14,919
|
)
|
|
—
|
|
|
(255,808
|
)
|
|||||
Operating income (loss)
|
(60,545
|
)
|
|
163,471
|
|
|
(10,842
|
)
|
|
—
|
|
|
92,084
|
|
|||||
Interest income
|
768
|
|
|
18
|
|
|
6
|
|
|
—
|
|
|
792
|
|
|||||
Interest expense
|
(143,902
|
)
|
|
(5,199
|
)
|
|
—
|
|
|
86,411
|
|
|
(62,690
|
)
|
|||||
Intercompany interest
|
203,096
|
|
|
(117,180
|
)
|
|
495
|
|
|
(86,411
|
)
|
|
—
|
|
|||||
Equity in loss of unconsolidated joint ventures
|
—
|
|
|
(2,007
|
)
|
|
—
|
|
|
—
|
|
|
(2,007
|
)
|
|||||
Homebuilding pretax income (loss)
|
(583
|
)
|
|
39,103
|
|
|
(10,341
|
)
|
|
—
|
|
|
28,179
|
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
10,184
|
|
|
—
|
|
|
10,184
|
|
|||||
Total pretax income (loss)
|
(583
|
)
|
|
39,103
|
|
|
(157
|
)
|
|
—
|
|
|
38,363
|
|
|||||
Income tax benefit
|
—
|
|
|
1,500
|
|
|
100
|
|
|
—
|
|
|
1,600
|
|
|||||
Equity in net income of subsidiaries
|
40,546
|
|
|
—
|
|
|
—
|
|
|
(40,546
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
40,603
|
|
|
$
|
(57
|
)
|
|
$
|
(40,546
|
)
|
|
$
|
39,963
|
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,506,333
|
|
|
$
|
53,782
|
|
|
$
|
—
|
|
|
$
|
1,560,115
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,506,333
|
|
|
$
|
42,099
|
|
|
$
|
—
|
|
|
$
|
1,548,432
|
|
Construction and land costs
|
—
|
|
|
(1,291,877
|
)
|
|
(40,168
|
)
|
|
—
|
|
|
(1,332,045
|
)
|
|||||
Selling, general and administrative expenses
|
(60,101
|
)
|
|
(163,266
|
)
|
|
(13,276
|
)
|
|
—
|
|
|
(236,643
|
)
|
|||||
Operating income (loss)
|
(60,101
|
)
|
|
51,190
|
|
|
(11,345
|
)
|
|
—
|
|
|
(20,256
|
)
|
|||||
Interest income
|
480
|
|
|
13
|
|
|
25
|
|
|
—
|
|
|
518
|
|
|||||
Interest expense
|
(127,291
|
)
|
|
(5,365
|
)
|
|
—
|
|
|
62,852
|
|
|
(69,804
|
)
|
|||||
Intercompany interest
|
176,977
|
|
|
(114,286
|
)
|
|
161
|
|
|
(62,852
|
)
|
|
—
|
|
|||||
Equity in loss of unconsolidated joint ventures
|
—
|
|
|
(394
|
)
|
|
—
|
|
|
—
|
|
|
(394
|
)
|
|||||
Homebuilding pretax loss
|
(9,935
|
)
|
|
(68,842
|
)
|
|
(11,159
|
)
|
|
—
|
|
|
(89,936
|
)
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
10,883
|
|
|
—
|
|
|
10,883
|
|
|||||
Total pretax loss
|
(9,935
|
)
|
|
(68,842
|
)
|
|
(276
|
)
|
|
—
|
|
|
(79,053
|
)
|
|||||
Income tax benefit
|
2,500
|
|
|
17,500
|
|
|
100
|
|
|
—
|
|
|
20,100
|
|
|||||
Equity in net loss of subsidiaries
|
(51,518
|
)
|
|
—
|
|
|
—
|
|
|
51,518
|
|
|
—
|
|
|||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(51,342
|
)
|
|
$
|
(176
|
)
|
|
$
|
51,518
|
|
|
$
|
(58,953
|
)
|
|
Year Ended November 30, 2011
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,262,453
|
|
|
$
|
53,413
|
|
|
$
|
—
|
|
|
$
|
1,315,866
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,262,453
|
|
|
$
|
43,109
|
|
|
$
|
—
|
|
|
$
|
1,305,562
|
|
Construction and land costs
|
—
|
|
|
(1,108,572
|
)
|
|
(48,708
|
)
|
|
—
|
|
|
(1,157,280
|
)
|
|||||
Selling, general and administrative expenses
|
(52,784
|
)
|
|
(151,916
|
)
|
|
(15,891
|
)
|
|
—
|
|
|
(220,591
|
)
|
|||||
Loss on loan guaranty
|
—
|
|
|
(30,765
|
)
|
|
—
|
|
|
—
|
|
|
(30,765
|
)
|
|||||
Operating loss
|
(52,784
|
)
|
|
(28,800
|
)
|
|
(21,490
|
)
|
|
—
|
|
|
(103,074
|
)
|
|||||
Interest income
|
715
|
|
|
48
|
|
|
108
|
|
|
—
|
|
|
871
|
|
|||||
Interest expense
|
(110,068
|
)
|
|
(3,007
|
)
|
|
1,038
|
|
|
62,833
|
|
|
(49,204
|
)
|
|||||
Intercompany interest
|
162,025
|
|
|
(97,623
|
)
|
|
(1,569
|
)
|
|
(62,833
|
)
|
|
—
|
|
|||||
Equity in income (loss) of unconsolidated joint ventures
|
—
|
|
|
(55,840
|
)
|
|
1
|
|
|
—
|
|
|
(55,839
|
)
|
|||||
Homebuilding pretax loss
|
(112
|
)
|
|
(185,222
|
)
|
|
(21,912
|
)
|
|
—
|
|
|
(207,246
|
)
|
|||||
Financial services pretax income
|
—
|
|
|
—
|
|
|
26,078
|
|
|
—
|
|
|
26,078
|
|
|||||
Total pretax income (loss)
|
(112
|
)
|
|
(185,222
|
)
|
|
4,166
|
|
|
—
|
|
|
(181,168
|
)
|
|||||
Income tax benefit
|
—
|
|
|
2,300
|
|
|
100
|
|
|
—
|
|
|
2,400
|
|
|||||
Equity in net loss of subsidiaries
|
(178,656
|
)
|
|
—
|
|
|
—
|
|
|
178,656
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(178,768
|
)
|
|
$
|
(182,922
|
)
|
|
$
|
4,266
|
|
|
$
|
178,656
|
|
|
$
|
(178,768
|
)
|
|
Year Ended November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net income (loss)
|
$
|
39,963
|
|
|
$
|
40,603
|
|
|
$
|
(57
|
)
|
|
$
|
(40,546
|
)
|
|
$
|
39,963
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Postretirement benefit plan adjustments
|
10,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|||||
Other comprehensive income
|
10,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,442
|
|
|||||
Comprehensive income (loss)
|
$
|
50,405
|
|
|
$
|
40,603
|
|
|
$
|
(57
|
)
|
|
$
|
(40,546
|
)
|
|
$
|
50,405
|
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net loss
|
$
|
(58,953
|
)
|
|
$
|
(51,342
|
)
|
|
$
|
(176
|
)
|
|
$
|
51,518
|
|
|
$
|
(58,953
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Postretirement benefit plan adjustments
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||||
Other comprehensive loss
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||||
Comprehensive loss
|
$
|
(60,759
|
)
|
|
$
|
(51,342
|
)
|
|
$
|
(176
|
)
|
|
$
|
51,518
|
|
|
$
|
(60,759
|
)
|
|
Year Ended November 30, 2011
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net income (loss)
|
$
|
(178,768
|
)
|
|
$
|
(182,922
|
)
|
|
$
|
4,266
|
|
|
$
|
178,656
|
|
|
$
|
(178,768
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Postretirement benefit plan adjustments
|
(3,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,495
|
)
|
|||||
Other comprehensive loss
|
(3,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,495
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(182,263
|
)
|
|
$
|
(182,922
|
)
|
|
$
|
4,266
|
|
|
$
|
178,656
|
|
|
$
|
(182,263
|
)
|
|
November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
476,847
|
|
|
$
|
41,316
|
|
|
$
|
11,932
|
|
|
$
|
—
|
|
|
$
|
530,095
|
|
Restricted cash
|
41,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,906
|
|
|||||
Receivables
|
1,472
|
|
|
74,186
|
|
|
91
|
|
|
—
|
|
|
75,749
|
|
|||||
Inventories
|
—
|
|
|
2,263,034
|
|
|
35,543
|
|
|
—
|
|
|
2,298,577
|
|
|||||
Investments in unconsolidated joint ventures
|
—
|
|
|
130,192
|
|
|
—
|
|
|
—
|
|
|
130,192
|
|
|||||
Other assets
|
97,647
|
|
|
9,072
|
|
|
357
|
|
|
—
|
|
|
107,076
|
|
|||||
|
617,872
|
|
|
2,517,800
|
|
|
47,923
|
|
|
—
|
|
|
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
|
|
|
$
|
2,517,800
|
|
|
$
|
175,792
|
|
|
$
|
(2,287,513
|
)
|
|
$
|
3,193,635
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, accrued expenses and other liabilities
|
$
|
117,875
|
|
|
$
|
292,220
|
|
|
$
|
94,363
|
|
|
$
|
—
|
|
|
$
|
504,458
|
|
Mortgages and notes payable
|
2,111,773
|
|
|
38,725
|
|
|
—
|
|
|
—
|
|
|
2,150,498
|
|
|||||
|
2,229,648
|
|
|
330,945
|
|
|
94,363
|
|
|
—
|
|
|
2,654,956
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
2,593
|
|
|
—
|
|
|
2,593
|
|
|||||
Intercompany payables
|
21,822
|
|
|
2,186,855
|
|
|
38,881
|
|
|
(2,247,558
|
)
|
|
—
|
|
|||||
Stockholders’ equity
|
536,086
|
|
|
—
|
|
|
39,955
|
|
|
(39,955
|
)
|
|
536,086
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,787,556
|
|
|
$
|
2,517,800
|
|
|
$
|
175,792
|
|
|
$
|
(2,287,513
|
)
|
|
$
|
3,193,635
|
|
|
November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
457,007
|
|
|
$
|
54,205
|
|
|
$
|
13,553
|
|
|
$
|
—
|
|
|
$
|
524,765
|
|
Restricted cash
|
42,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,362
|
|
|||||
Receivables
|
121
|
|
|
64,504
|
|
|
196
|
|
|
—
|
|
|
64,821
|
|
|||||
Inventories
|
—
|
|
|
1,688,301
|
|
|
18,270
|
|
|
—
|
|
|
1,706,571
|
|
|||||
Investments in unconsolidated joint ventures
|
—
|
|
|
116,793
|
|
|
6,881
|
|
|
—
|
|
|
123,674
|
|
|||||
Other assets
|
85,901
|
|
|
15,980
|
|
|
(6,831
|
)
|
|
—
|
|
|
95,050
|
|
|||||
|
585,391
|
|
|
1,939,783
|
|
|
32,069
|
|
|
—
|
|
|
2,557,243
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
4,455
|
|
|
—
|
|
|
4,455
|
|
|||||
Intercompany receivables
|
1,559,712
|
|
|
—
|
|
|
122,580
|
|
|
(1,682,292
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
38,479
|
|
|
—
|
|
|
—
|
|
|
(38,479
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
2,183,582
|
|
|
$
|
1,939,783
|
|
|
$
|
159,104
|
|
|
$
|
(1,720,771
|
)
|
|
$
|
2,561,698
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, accrued expenses and other liabilities
|
$
|
134,314
|
|
|
$
|
221,611
|
|
|
$
|
102,964
|
|
|
$
|
—
|
|
|
$
|
458,889
|
|
Mortgages and notes payable
|
1,645,394
|
|
|
77,421
|
|
|
—
|
|
|
—
|
|
|
1,722,815
|
|
|||||
|
1,779,708
|
|
|
299,032
|
|
|
102,964
|
|
|
—
|
|
|
2,181,704
|
|
|||||
Financial services
|
—
|
|
|
—
|
|
|
3,188
|
|
|
—
|
|
|
3,188
|
|
|||||
Intercompany payables
|
27,068
|
|
|
1,640,751
|
|
|
14,473
|
|
|
(1,682,292
|
)
|
|
—
|
|
|||||
Stockholders’ equity
|
376,806
|
|
|
—
|
|
|
38,479
|
|
|
(38,479
|
)
|
|
376,806
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,183,582
|
|
|
$
|
1,939,783
|
|
|
$
|
159,104
|
|
|
$
|
(1,720,771
|
)
|
|
$
|
2,561,698
|
|
|
Year Ended November 30, 2013
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
4,695
|
|
|
$
|
(441,236
|
)
|
|
$
|
(6,945
|
)
|
|
$
|
—
|
|
|
$
|
(443,486
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contributions to unconsolidated joint ventures
|
—
|
|
|
(9,368
|
)
|
|
(4,991
|
)
|
|
—
|
|
|
(14,359
|
)
|
|||||
Purchases of property and equipment, net
|
(519
|
)
|
|
(1,491
|
)
|
|
(381
|
)
|
|
—
|
|
|
(2,391
|
)
|
|||||
Intercompany
|
(517,703
|
)
|
|
—
|
|
|
—
|
|
|
517,703
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(518,222
|
)
|
|
(10,859
|
)
|
|
(5,372
|
)
|
|
517,703
|
|
|
(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
|
—
|
|
|
505,502
|
|
|
12,201
|
|
|
(517,703
|
)
|
|
—
|
|
|||||
Net cash provided by financing activities
|
533,367
|
|
|
439,206
|
|
|
12,201
|
|
|
(517,703
|
)
|
|
467,071
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
19,840
|
|
|
(12,889
|
)
|
|
(116
|
)
|
|
—
|
|
|
6,835
|
|
|||||
Cash and cash equivalents at beginning of year
|
457,007
|
|
|
54,205
|
|
|
14,476
|
|
|
—
|
|
|
525,688
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
476,847
|
|
|
$
|
41,316
|
|
|
$
|
14,360
|
|
|
$
|
—
|
|
|
$
|
532,523
|
|
|
Year Ended November 30, 2012
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net cash provided by operating activities
|
$
|
11,033
|
|
|
$
|
4,943
|
|
|
$
|
18,641
|
|
|
$
|
—
|
|
|
$
|
34,617
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
—
|
|
|
1,922
|
|
|
(933
|
)
|
|
—
|
|
|
989
|
|
|||||
Purchases of property and equipment, net
|
(175
|
)
|
|
(1,540
|
)
|
|
(34
|
)
|
|
—
|
|
|
(1,749
|
)
|
|||||
Intercompany
|
5,137
|
|
|
—
|
|
|
—
|
|
|
(5,137
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
4,962
|
|
|
382
|
|
|
(967
|
)
|
|
(5,137
|
)
|
|
(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
|
—
|
|
|
22,915
|
|
|
(28,052
|
)
|
|
5,137
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
100,055
|
|
|
(3,383
|
)
|
|
(28,052
|
)
|
|
5,137
|
|
|
73,757
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
116,050
|
|
|
1,942
|
|
|
(10,378
|
)
|
|
—
|
|
|
107,614
|
|
|||||
Cash and cash equivalents at beginning of year
|
340,957
|
|
|
52,263
|
|
|
24,854
|
|
|
—
|
|
|
418,074
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
457,007
|
|
|
$
|
54,205
|
|
|
$
|
14,476
|
|
|
$
|
—
|
|
|
$
|
525,688
|
|
|
Year Ended November 30, 2011
|
||||||||||||||||||
|
KB Home
Corporate
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
9,443
|
|
|
$
|
(355,165
|
)
|
|
$
|
(1,823
|
)
|
|
$
|
—
|
|
|
$
|
(347,545
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return of investments in (contributions to) unconsolidated joint ventures
|
—
|
|
|
(78,619
|
)
|
|
11,359
|
|
|
—
|
|
|
(67,260
|
)
|
|||||
Proceeds from sale of operating property
|
—
|
|
|
80,600
|
|
|
—
|
|
|
—
|
|
|
80,600
|
|
|||||
Sales (purchases) of property and equipment, net
|
(200
|
)
|
|
(649
|
)
|
|
607
|
|
|
—
|
|
|
(242
|
)
|
|||||
Intercompany
|
(349,081
|
)
|
|
—
|
|
|
—
|
|
|
349,081
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(349,281
|
)
|
|
1,332
|
|
|
11,966
|
|
|
349,081
|
|
|
13,098
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in restricted cash
|
24,239
|
|
|
26,757
|
|
|
—
|
|
|
—
|
|
|
50,996
|
|
|||||
Repayment of senior notes
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Payments on mortgages and land contracts due to land sellers and other loans
|
3,397
|
|
|
(89,461
|
)
|
|
(3,397
|
)
|
|
—
|
|
|
(89,461
|
)
|
|||||
Issuance of common stock under employee stock plans
|
1,796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,796
|
|
|||||
Payments of cash dividends
|
(19,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,240
|
)
|
|||||
Intercompany
|
—
|
|
|
443,698
|
|
|
(94,617
|
)
|
|
(349,081
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(89,808
|
)
|
|
380,994
|
|
|
(98,014
|
)
|
|
(349,081
|
)
|
|
(155,909
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(429,646
|
)
|
|
27,161
|
|
|
(87,871
|
)
|
|
—
|
|
|
(490,356
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
770,603
|
|
|
25,102
|
|
|
112,725
|
|
|
—
|
|
|
908,430
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
340,957
|
|
|
$
|
52,263
|
|
|
$
|
24,854
|
|
|
$
|
—
|
|
|
$
|
418,074
|
|
Note 23.
|
Quarterly Results (unaudited)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
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
|
|
|
|
|
|
|
|
|
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
254,558
|
|
|
$
|
302,852
|
|
|
$
|
424,504
|
|
|
$
|
578,201
|
|
Gross profits
|
21,891
|
|
|
49,118
|
|
|
72,439
|
|
|
81,631
|
|
||||
Pretax income (loss)
|
(45,402
|
)
|
|
(28,636
|
)
|
|
(7,439
|
)
|
|
2,424
|
|
||||
Net income (loss)
|
(45,802
|
)
|
|
(24,136
|
)
|
|
3,261
|
|
|
7,724
|
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(.59
|
)
|
|
$
|
(.31
|
)
|
|
$
|
.04
|
|
|
$
|
.10
|
|
Diluted
|
$
|
(.59
|
)
|
|
$
|
(.31
|
)
|
|
$
|
.04
|
|
|
$
|
.10
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
(a)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Report of Independent Registered Public Accounting Firm
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Equity Compensation Plan Information
|
|
|||||||||||
Plan category
|
|
Number of
common shares to
be issued upon
exercise of
outstanding options,
warrants and
rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of common
shares remaining
available for future
issuance under equity
compensation plans
(excluding common
shares reflected in
column(a))
(c)
|
|
|||||
Equity compensation plans approved by stockholders
|
|
10,531,938
|
|
|
$
|
21.11
|
|
|
746,043
|
|
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
(1
|
)
|
|
Total
|
|
10,531,938
|
|
|
$
|
21.11
|
|
|
746,043
|
|
|
(1)
|
Represents our current compensation plan for our non-employee directors that provides for grants of deferred common stock units or stock options. These stock units and options are described in the “Director Compensation” section of our 2014 Proxy Statement, which is incorporated herein. As discussed in Note 17. Stockholders’ Equity in the Notes to Consolidated Financial Statements in this report, our board of directors amended the Director Plan in 2013 to provide directors with a one-time opportunity to irrevocably elect to receive an equivalent value of shares of our common stock in lieu of the cash payments that are otherwise due upon the settlement of their outstanding stock units under the terms of the Director Plan. Therefore, we consider the non-employee directors compensation plans as having no available capacity to issue shares of our common stock.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation, as amended, filed as an exhibit to our Current Report on Form 8-K dated April 7, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
3.2
|
|
By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.1
|
|
Rights Agreement between us and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to our Current Report on Form 8-K/A dated January 28, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.2
|
|
Indenture and Supplemental Indenture relating to 5 3/4% Senior Notes due 2014 among us, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to our Registration Statement No. 333-114761 on Form S-4, are incorporated by reference herein.
|
|
|
|
4.3
|
|
Third Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to our Current Report on Form 8-K dated May 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.4
|
|
Fourth Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to our Current Report on Form 8-K dated November 13, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.5
|
|
Fifth Supplemental Indenture, dated August 17, 2007, relating to our Senior Notes by and between us, the Guarantors, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated August 22, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.6
|
|
Sixth Supplemental Indenture, dated as of January 30, 2012, relating to our Senior Notes by and between us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated February 2, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.7
|
|
Se
venth Supplemental Indenture, dated as of January 11, 2013, relating to our Senior Notes by and among us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated January 11, 2013 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.8
|
|
Specimen of 5 3/4% Senior Notes due 2014, filed as an exhibit to our Registration Statement No. 333-114761 on Form S-4, is incorporated by reference herein.
|
|
|
|
4.9
|
|
Specimen of 5 7/8% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated December 15, 2004 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.10
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 5 7/8% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated December 15, 2004 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.11
|
|
Specimen of 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 2, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.12
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 2, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
Exhibit
Number
|
|
Description
|
4.13
|
|
Specimen of 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 27, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.14
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 6 1/4% Senior Notes due 2015, filed as an exhibit to our Current Report on Form 8-K dated June 27, 2005 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.15
|
|
Specimen of 7 1/4% Senior Notes due 2018, filed as an exhibit to our Current Report on Form 8-K dated April 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.16
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7 1/4% Senior Notes due 2018, filed as an exhibit to our Current Report on Form 8-K dated April 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.17
|
|
Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to our Current Report on Form 8-K dated July 30, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.18
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to our Current Report on Form 8-K dated July 30, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.19
|
|
Specimen of 8.00% Senior Notes due 2020, filed as an exhibit to our Current Report on Form 8-K dated February 7, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.20
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 8.00% Senior Notes due 2020, filed as an exhibit to our Current Report on Form 8-K dated February 7, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.21
|
|
Specimen of 7.50% Senior Notes due 2022, filed as an exhibit to our Current Report on Form 8-K dated July 31, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
4.22
|
|
Form of officers’ certificates and guarantors’ certificates establishing the terms of the 7.50% Senior Notes due 2022, filed as an exhibit to our Current Report on Form 8-K dated July 31, 2012 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
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.
|
|
|
|
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.
|
|
|
Exhibit
Number
|
|
Description
|
10.4*
|
|
Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to our 2007 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.5*
|
|
KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.6*
|
|
Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to our 1995 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.7*
|
|
KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.8
|
|
KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.9
|
|
Trust Agreement between Kaufman and Broad Home Corporation and Wachovia Bank, N.A. as Trustee, dated as of August 27, 1999, filed as an exhibit to our 1999 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.10*
|
|
Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.11*
|
|
Form of Non-Qualified Stock Option Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.12*
|
|
Form of Restricted Stock Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.13*
|
|
KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.14*
|
|
Form of Stock Option Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.15*
|
|
Form of Stock Restriction Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.16*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.17*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009 (File No. 001-09195), filed as an exhibit to our 2008 Annual Report on Form 10-K, is incorporated by reference herein.
|
|
|
|
10.18*
|
|
KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.19*
|
|
KB Home Death Benefit Only Plan, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.20*
|
|
Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.21*
|
|
KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.22*
|
|
Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated March 6, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.23*
|
|
Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.24*
|
|
Form of Stock Option Agreement under the Employment Agreement between us and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated July 18, 2007 (File No. 001-09195), is incorporated by reference herein.
|
Exhibit
Number
|
|
Description
|
|
|
|
10.25*
|
|
Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.26*
|
|
Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to our Current Report on Form 8-K dated July 15, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.27*
|
|
KB Home Executive Severance Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.28*
|
|
Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 8, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.29*
|
|
KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to our Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.30
|
|
Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
10.31
|
|
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.
|
|
|
|
10.32*
|
|
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.
|
|
|
|
10.33*
|
|
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.
|
|
|
|
10.34*
|
|
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.
|
|
|
|
10.35*
|
|
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.
|
|
|
|
10.36*
|
|
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.
|
|
|
|
10.37*
|
|
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.
|
|
|
|
10.38*
|
|
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.
|
|
|
|
10.39
|
|
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.
|
|
|
|
10.40*
|
|
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.
|
|
|
|
10.41*
|
|
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.
|
|
|
|
10.42*
|
|
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.
|
|
|
|
10.43*
|
|
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.
|
|
|
|
10.44*
|
|
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.
|
|
|
|
Exhibit
Number
|
|
Description
|
10.45
|
|
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.
|
|
|
|
10.46
|
|
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.
|
|
|
|
10.47†
|
|
First Amendment to the Revolving Loan Agreement, dated as of November 19, 2013, 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, 2013, formatted in eXtensible Business Reporting Language (XBRL): (a) Consolidated Statements of Operations for the years ended November 30, 2013, 2012 and 2011, (b) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended November 30, 2013, 2012 and 2011, (c) Consolidated Balance Sheets as of November 30, 2013 and 2012, (d) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2013, 2012 and 2011, (e) Consolidated Statements of Cash Flows for the years ended November 30, 2013, 2012 and 2011, 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 24, 2014
|
|
Signature
|
|
Title
|
|
Date
|
/
S
/ JEFFREY T. MEZGER
|
|
Director, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
January 24, 2014
|
Jeffrey T. Mezger
|
|
|
|
|
|
|
|
||
/
S
/ JEFF J. KAMINSKI
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
January 24, 2014
|
Jeff J. Kaminski
|
|
|
|
|
|
|
|
||
/
S
/ WILLIAM R. HOLLINGER
|
|
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
January 24, 2014
|
William R. Hollinger
|
|
|
|
|
|
|
|
||
/
S
/ STEPHEN F. BOLLENBACH
|
|
Chairman of the Board and Director
|
|
January 24, 2014
|
Stephen F. Bollenbach
|
|
|
|
|
|
|
|
||
/
S
/ BARBARA T. ALEXANDER
|
|
Director
|
|
January 24, 2014
|
Barbara T. Alexander
|
|
|
|
|
|
|
|
||
/
S
/ TIMOTHY W. FINCHEM
|
|
Director
|
|
January 24, 2014
|
Timothy W. Finchem
|
|
|
|
|
|
|
|
|
|
/
S
/ THOMAS W. GILLIGAN
|
|
Director
|
|
January 24, 2014
|
Thomas W. Gilligan
|
|
|
|
|
|
|
|
||
/
S
/ KENNETH M. JASTROW, II
|
|
Director
|
|
January 24, 2014
|
Kenneth M. Jastrow, II
|
|
|
|
|
|
|
|
||
/
S
/ ROBERT L. JOHNSON
|
|
Director
|
|
January 24, 2014
|
Robert L. Johnson
|
|
|
|
|
|
|
|
||
/
S
/ MELISSA LORA
|
|
Director
|
|
January 24, 2014
|
Melissa Lora
|
|
|
|
|
|
|
|
||
/
S
/ MICHAEL G. MCCAFFERY
|
|
Director
|
|
January 24, 2014
|
Michael G. McCaffery
|
|
|
|
|
|
|
|
||
/
S
/ LUIS G. NOGALES
|
|
Director
|
|
January 24, 2014
|
Luis G. Nogales
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation, as amended, filed as an exhibit to our Current Report on Form 8-K dated April 7, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
3.2
|
|
By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.1
|
|
Rights Agreement between us and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to our Current Report on Form 8-K/A dated January 28, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.2
|
|
Indenture and Supplemental Indenture relating to 5 3/4% Senior Notes due 2014 among us, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to our Registration Statement No. 333-114761 on Form S-4, are incorporated by reference herein.
|
|
|
|
|
|
|
|
4.3
|
|
Third Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to our Current Report on Form 8-K dated May 3, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.4
|
|
Fourth Supplemental Indenture relating to our Senior Notes by and between us, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to our Current Report on Form 8-K dated November 13, 2006 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
4.5
|
|
Fifth Supplemental Indenture, dated August 17, 2007, relating to our Senior Notes by and between us, the Guarantors, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated August 22, 2007 (File No. 001-09195), is incorporated by reference herein.
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4.6
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Sixth Supplemental Indenture, dated as of January 30, 2012, relating to our Senior Notes by and between us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated February 2, 2012 (File No. 001-09195), is incorporated by reference herein.
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4.7
|
|
Seventh Supplemental Indenture, dated as of January 11, 2013, relating to our Senior Notes by and among us, the Guarantors and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated January 11, 2013 (File No. 001-09195), is incorporated by reference herein.
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4.8
|
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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.
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4.9
|
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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.
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4.10
|
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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.
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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.
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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.
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4.13
|
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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.
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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.
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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.
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Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
4.16
|
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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.
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4.17
|
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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|
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.
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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.
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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.
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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.
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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.
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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.
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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.
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Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
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.
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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.
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10.7*
|
|
KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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10.8
|
|
KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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10.9
|
|
Trust Agreement between Kaufman and Broad Home Corporation and Wachovia Bank, N.A. as Trustee, dated as of August 27, 1999, filed as an exhibit to our 1999 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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10.10*
|
|
Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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10.11*
|
|
Form of Non-Qualified Stock Option Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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10.12*
|
|
Form of Restricted Stock Agreement under our Amended and Restated 1999 Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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|
10.13*
|
|
KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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|
10.14*
|
|
Form of Stock Option Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
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|
10.15*
|
|
Form of Stock Restriction Agreement under our 2001 Stock Incentive Plan, filed as an exhibit to our 2011 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
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|
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|
|
10.16*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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|
10.17*
|
|
KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009 (File No. 001-09195), filed as an exhibit to our 2008 Annual Report on Form 10-K, is incorporated by reference herein.
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|
|
10.18*
|
|
KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
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|
|
|
|
|
|
|
10.19*
|
|
KB Home Death Benefit Only Plan, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.20*
|
|
Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
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|
|
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|
|
10.21*
|
|
KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.22*
|
|
Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated March 6, 2007 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
10.23*
|
|
Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.24*
|
|
Form of Stock Option Agreement under the Employment Agreement between us and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated July 18, 2007 (File No. 001-09195), is incorporated by reference herein.
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|
|
|
|
|
|
|
10.25*
|
|
Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2007 (File No. 001-09195), is incorporated by reference herein.
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|
|
|
|
|
|
|
10.26*
|
|
Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to our Current Report on Form 8-K dated July 15, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.27*
|
|
KB Home Executive Severance Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.28*
|
|
Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to our Current Report on Form 8-K dated October 8, 2008 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.29*
|
|
KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to our Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.30
|
|
Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2009 (File No. 001-09195), is incorporated by reference herein.
|
|
|
|
|
|
|
|
10.31
|
|
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.
|
|
|
|
|
|
|
|
10.32*
|
|
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.
|
|
|
|
|
|
|
|
10.33*
|
|
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.
|
|
|
|
|
|
|
|
10.34*
|
|
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.
|
|
|
|
|
|
|
|
10.35*
|
|
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.
|
|
|
|
|
|
|
|
10.36*
|
|
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.
|
|
|
|
|
|
|
|
10.37*
|
|
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.
|
|
|
|
|
|
|
|
10.38*
|
|
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.
|
|
|
|
|
|
|
|
10.39
|
|
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.
|
|
|
|
|
|
|
|
10.40*
|
|
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.
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Sequential
Page
Number
|
10.41*
|
|
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.
|
|
|
|
|
|
|
|
10.42*
|
|
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.
|
|
|
|
|
|
|
|
10.43*
|
|
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.
|
|
|
|
|
|
|
|
10.44*
|
|
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.
|
|
|
|
|
|
|
|
10.45
|
|
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.
|
|
|
|
|
|
|
|
10.46
|
|
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.
|
|
|
|
|
|
|
|
10.47†
|
|
First Amendment to the Revolving Loan Agreement, dated as of November 19, 2013, among us, the banks party thereto, and Citibank, N.A., as Administrative Agent.
|
|
|
|
|
|
|
|
12.1†
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
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|
|
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|
|
21†
|
|
Subsidiaries of the Registrant.
|
|
|
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|
|
|
|
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, 2013, formatted in eXtensible Business Reporting Language (XBRL): (a) Consolidated Statements of Operations for the years ended November 30, 2013, 2012 and 2011, (b) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended November 30, 2013, 2012 and 2011, (c) Consolidated Balance Sheets as of November 30, 2013 and 2012, (d) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2013, 2012 and 2011, (e) Consolidated Statements of Cash Flows for the years ended November 30, 2013, 2012 and 2011, and (f) the Notes to Consolidated Financial Statements.
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|