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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended: December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
Commission File Number: 1-9195
A. Full title of the plan and the address of the plan, if different from
that of the issuer names below:
KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED
401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
KAUFMAN AND BROAD HOME CORPORATION
10990 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
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KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED 401(K) SAVINGS PLAN
Audited Financial Statements and Supplemental Schedule
Years ended December 31, 1999 and 1998
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Report of Independent Auditors
To the Administrative Committee, as Plan Administrator of the Kaufman and Broad
Home Corporation Amended and Restated 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings
Plan (the Plan) as of December 31, 1999 and 1998, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at December 31, 1999 is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
June 9, 2000 /s/ ERNST & YOUNG LLP
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KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED 401(K) SAVINGS PLAN
----------------------------------------------
<TABLE>
<CAPTION>
INDEX TO AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE PAGE
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<S> <C>
Report of Independent Auditors 2
Audited Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 1999 and 1998 4
Notes to Financial Statements 5
Supplemental Schedule:
Schedule H, line 4i - Schedule of Assets Held for
Investment Purposes at End of Year at December 31, 1999 10
</TABLE>
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KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED 401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
-------------------------
1999 1998
---- ----
<S> <C> <C>
ASSETS:
Investments, at fair value (Note 4) $ 56,610,152 $ 42,518,884
LIABILITIES
Other Liabilities 1,039,000) (1,026,800)
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 55,571,152 $ 41,492,084
============ ============
</TABLE>
See accompanying notes.
3
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KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED 401(K) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1999 1998
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS AVAILABLE
FOR BENEFITS ATTRIBUTED TO:
Contributions from:
Plan Participants $ 7,277,006 $ 5,441,237
Rollover Contribution from
General Homes 401(k) 3,134,971 --
Employer 4,229,883 3,150,487
------------ ------------
14,641,860 8,591,724
Forfeitures (614,200) (612,800)
------------ ------------
Net contributions 14,027,660 7,978,924
------------ ------------
Investment income:
Interest and dividends 4,750,522 2,571,346
Net appreciation in fair value
of investments 3,592,613 4,049,930
------------ ------------
8,343,135 6,621,276
--------- ---------
Total additions 22,370,795 14,600,200
---------- ----------
DEDUCTIONS FROM NET ASSETS AVAILABLE FOR
BENEFITS ATTRIBUTED TO:
Benefits paid to participants (8,291,727) (6,071,530)
------------ ------------
NET INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS DURING THE YEAR 14,079,068 8,528,670
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 41,492,084 32,963,414
------------ ------------
End of year $ 55,571,152 $ 41,492,084
============ ============
</TABLE>
See accompanying notes.
4
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KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Kaufman and Broad Home Corporation
Amended and Restated 401(k) Savings Plan (the "Plan") are prepared on an
accrual basis. Investment income is recorded as earned. Distributions of
the Plan benefits to withdrawing participants are recorded when
distributed. Expenses incurred in the administration of the Plan are
paid by Kaufman and Broad Home Corporation (the "Company" and Plan
Sponsor").
The financial statements are based on information provided to the
Company and certified as complete and accurate by Fidelity Trust
Management Company (the "Trustee"). Certain adjustments have been made
to the financial statements provided by the Trustee in order for them to
conform to the accrual basis of accounting. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Included in investments are amounts allocated to accounts of persons who
have requested payment of their account balances due to termination,
retirement, or death. Such amounts are classified as components of net
assets available for plan benefits at December 31, 1999 and 1998 in the
amounts of $2,652,378 and $1,848,300, respectively.
2. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for plan
benefits between the financial statements and the Form 5500:
<TABLE>
<CAPTION>
December 31,
-------------------------
1999 1998
---- ----
<S> <C> <C>
Net assets available for plan benefits
per financial statements $ 55,571,152 $ 41,492,084
Liability recorded in the Form 5500 for
amounts due to withdrawn participants (2,652,378) (1,848,300)
---------- ----------
Net assets available for plan benefits
per the Form 5500 $ 52,918,774 $ 39,643,784
============ ============
The following is a reconciliation of benefits paid to participants
between the financial statements and Form 5500:
</TABLE>
5
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<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998
---- ----
<S> <C> <C>
Benefits paid to participants
per the financial statements $ 8,291,727 $ 6,071,530
Add: Amounts related to withdrawn
participants at year end 2,652,378 1,848,300
Less: Amounts related to withdrawn
participants from previous year (1,848,300) (1,237,800)
---------- ----------
Benefits paid to participants per the
Form 5500 $ 9,095,805 $ 6,682,030
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</TABLE>
3. GENERAL DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan whereby salaried employees of
the Company are eligible to enroll in the Plan on January 1, April 1,
July 1 or October 1 following the completion of 1,000 hours of service
with the Company computed from the date of employment, or full-time
employment for six months.
Participants electing to participate in the Plan may contribute up to
10% of their annual compensation, on a pretax basis, by means of salary
reduction. Participants may also contribute up to an additional 9% of
their annual compensation, on an after tax basis, also by means of
salary reduction. All contributions must be in whole percentages. Pretax
contributions are eligible for tax deferred treatment up to the limits
provided by the Tax Reform Act of 1986, as adjusted for cost of living.
Unless otherwise elected by the Board of Directors, the Company will
match the participant's pretax contribution up to 6% of annual base
salary (determined without regard to bonuses and a maximum of $50,000 of
regular earnings for commission employees). Company matching
contributions and related investment income vest to participants over
five years.
Plan assets are held by Fidelity Investments. Plan participants may
direct the investment of their funds among one or more of the several
fund options offered by the Plan.
Terminating participants may elect (with spousal consent) to withdraw
their contributions, vested Company contributions and related investment
income as a lump sum payment. In the absence of a valid election, the
participant's vested benefits will be distributed in the form of a
Qualified Joint and Survivor Annuity or a Qualified Preretirement
Survivor Annuity, or in a lump sum if the actuarial equivalent is not
more than $5,000.
Nonvested Company contributions are forfeited and used by the Company to
reduce future employer contributions.
The Plan allows participant loans and hardship withdrawals subject to
certain limitations.
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In the event of Plan termination, benefits of all affected participants,
if not already so, shall become 100% vested and nonforfeitable.
4. INVESTMENTS
Investments are valued at fair value, which is determined daily by
Fidelity through reference to published market information using closing
prices on the valuation date.
The fair value of the Plan's investments at December 31, 1999 and 1998
and the appreciation (depreciation) of the Plan's investments (including
investments bought, sold and held during the year) during the years
ended December 31, 1999 and 1998, were as follows:
7
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<TABLE>
<CAPTION>
Net Appreciation
(Depreciation) in
Fair Value During Fair Value at
1999 December 31, 1999
----------------- -----------------
<S> <C> <C>
Investment Fund:
Strong Growth $ 1,102,829 $ 4,081,133
Templeton Dev. Mkts 195,573 729,819
Kaufman and Broad Stock (55,001) 1,622,141
Fidelity Magellan 1,907,067 17,103,279
Fidelity Contrafund 417,951 8,104,716
Fidelity Equity Income (220,359) 7,791,669
Fidelity Intermediate Bond (114,028) 2,282,162
Fidelity Overseas 196,681 940,601
Fidelity Asset Manager 176,418 3,371,928
Fidelity Low-Priced Stock (14,518) 1,712,732
Fidelity Retirement Money Market -- 7,483,622
Participant Loans -- 1,386,350
----------- -----------
Total $ 3,592,613 $56,610,152
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Net Appreciation
(Depreciation) in
Fair Value During Fair Value at
1998 December 31, 1998
----------------- -----------------
<S> <C> <C>
Investment Fund:
Strong Growth $ 180,236 $ 830,022
Templeton Dev. Mkts (84,124) 275,873
Kaufman and Broad Stock 67,171 790,393
Fidelity Magellan 2,689,150 13,409,477
Fidelity Contrafund 957,508 6,499,042
Fidelity Equity Income 436,757 7,953,691
Fidelity Intermediate Bond 17,005 2,834,767
Fidelity Overseas (3,766) 361,350
Fidelity Asset Manager (104,443) 2,772,576
Fidelity Low-Priced Stock (105,564) 1,426,783
Fidelity Retirement Money Market -- 4,278,147
Participant Loans -- 1,086,763
----------- -----------
Total $ 4,049,930 $42,518,884
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</TABLE>
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KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED 401(K) SAVINGS PLAN
5. TAX STATUS OF THE PLAN
The Plan has received a determination letter from the Internal Revenue
Service dated May 7, 1991, stating that the Plan is qualified, in form,
under Section 401(a) of the Internal revenue Code (the "Code") and,
therefore, the related trust is exempt from taxation. Once qualified,
the Plan is required to operate in conformity with the code to maintain
its qualification. The Plan Administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is
tax exempt.
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KAUFMAN AND BROAD HOME CORPORATION
AMENDED AND RESTATED 401(K) SAVINGS PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES AT END OF YEAR AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
Investment Description Shares Cost Current Value
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Strong Capital Management - Strong Growth Fund 114,446 $ 3,085,155 $ 4,081,133
Franklin Templeton - Templeton Developing Markets Trust I 46,753 571,390 729,819
Kaufman and Broad Home Corporation(*) Common Stock 62,561 1,628,888 1,622,141
Fidelity(*) Mutual Funds:
Magellan Fund 125,180 15,404,081 17,103,279
Contrafund 135,034 7,825,529 8,104,716
Equity Income Fund 145,693 8,132,402 7,791,669
Intermediate Bond Fund 233,828 2,375,789 2,282,162
Overseas 19,592 765,796 940,601
Asset Manager Fund 183,456 3,217,386 3,371,928
Low-Priced Stock 75,651 1,720,375 1,712,732
Retirement Money Market Fund 7,483,622 7,483,622 7,483,622
Participant(*) Loans 6% to 10% interest rates -- 1,386,350
- - -- ---------
$56,610,152
===========
</TABLE>
*Party-in-interest to the Plan
10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Kaufman and Broad Home Corporation
Amended and Restated
401(k) Savings Plan
Dated: June 29, 2000 by: /s/ Cory Cohen
----------------------
Cory Cohen
Vice President of Tax
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
<S> <C>
23.1 Independent Auditor's Consent
</TABLE>
