UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
þ  Annual Report Pursuant to Section 13 or 15(d) of     
the Securities Exchange Act of 1934
For the fiscal year ended November 30, 20092010
or
o  Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from­ ­ to­ ­.
Commission File No. 001-09195
KB HOME
(Exact name of registrant as specified in its charter)
   
Delaware
(State or other jurisdiction of
incorporation or organization)
 95-3666267
(I.R.S. Employer
Identification No.)
 
10990 Wilshire Boulevard, Los Angeles, California 90024
(Address of principal executive offices)
Registrant’s telephone number, including area code:  (310) 231-4000
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
   
  Name of each exchange
                      Title of each class 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
Securities Registered Pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ  No o  
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No þ 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ   No o  
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes oþ   No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to thisForm 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
Large accelerated filer þAccelerated filer oNon-accelerated filer oSmaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).Yes o  No þ
 
The aggregate market value of voting stock held by non-affiliates of the registrant on May 31, 20092010 was $1,321,039,890,$1,274,932,694, including 11,762,88211,174,633 shares held by the registrant’s grantor stock ownership trust and excluding 27,047,37927,095,467 shares held in treasury.
 
The number ofThere were 76,973,096 shares outstanding of each of the registrant’s classes of common stock, par value $1.00 per share, outstanding on December 31, 2009 was as follows: Common Stock (par value $1.00 per share) 88,072,926 shares, including 11,222,651 shares held by the2010. The registrant’s grantor stock ownership trust and excluding 27,047,379held an additional 11,080,023 shares held in treasury.of the registrant’s common stock on that date.
 
Documents Incorporated by Reference
 
Portions of the registrant’s definitive Proxy Statement for the 20102011 Annual Meeting of Stockholders (incorporated into Part III).
 
 


 
KB HOME
FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 20092010
 
TABLE OF CONTENTS
 
       
    Page
    Number
 
 
 Business  1 
 Risk Factors  12 
 Unresolved Staff Comments  2125 
 Properties  2125 
 Legal Proceedings  2125 
 Submission of Matters to a Vote of Security HoldersRemoved and Reserved  2126 
 
 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  2328 
 Selected Financial Data  2530 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations  2631 
 Quantitative and Qualitative Disclosures About Market Risk  5658 
 Financial Statements and Supplementary Data  5759 
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure100
Controls and Procedures100
Other Information  101 
Item 9A.Controls and Procedures101 
9B. Directors, Executive Officers and Corporate GovernanceOther Information  102 
Item 11.10. Directors, Executive CompensationOfficers and Corporate Governance  102103 
11. Executive Compensation103
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102
Certain Relationships and Related Transactions, and Director Independence  103 
13. Principal Accountant FeesCertain Relationships and Services103
ExhibitsRelated Transactions, and Financial Statement SchedulesDirector Independence  104 
Item 14.Principal Accountant Fees and Services104
Item 15.Exhibits and Financial Statement Schedules105
Signatures  109 
EX-10.53
EX-10.54
EX-10.55
EX-12.1
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2


 
PART I
 
Item 1. BUSINESS
 
General
 
KB Home is one of the nation’s largest homebuilders and has been building quality homes for families for more than 50 years. We construct and sell homes through our operating divisions across the United States under the name KB Home. Unless the context indicates otherwise, the terms “the Company,” “we,” “our” and “us” used in this report refer to KB Home, a Delaware corporation, and its predecessors and subsidiaries.
 
Beginning in 1957 and continuing until 1986, our business was conducted by various subsidiaries of Kaufman and Broad, Inc. (“KBI”) and its predecessors. In 1986, KBI transferred all of its homebuilding and mortgage banking operations to us. Shortly after the transfer, we completed an initial public offering of 8% of our common stock and began operating under the name Kaufman and Broad Home Corporation. In 1989, we were spun-off from KBI, which then changed its name to Broad Inc., and we became an independent public company, operating primarily in California and France. In 2001, we changed our name to KB Home. Today, having sold our French operations in 2007, we operate a homebuilding and financial services business serving homebuyers in markets nationwide.
 
Our homebuilding operations, which are divided into four geographically defined segments for reporting purposes, offer a variety of homes designed primarily for first-time, firstmove-up and active adult buyers,homebuyers, including attached and detached single-family homes, townhomes and condominiums. We offer homes in development communities, at urban in-fill locations and as part of mixed-use projects. We use the term “home” to refer to a single-family residence, whether it is a single-family home or other type of residential property, and we use the term “community” to refer to a single development in which homes are constructed as part of an integrated plan.
 
Through our homebuilding segments, we delivered 7,346 homes at an average selling price of $214,500 during the year ended November 30, 2010, compared to 8,488 homes delivered at an average selling price of $207,100 during the year ended November 30, 2009, compared to 12,438 homes delivered at an average selling price of $236,400 during the year ended November 30, 2008.2009. Our homebuilding operations represent most of our business, accounting for 99.5% of our total revenues in 20092010 and 99.6% of our total revenues in 2008.2009.
 
Our financial services operations offer mortgage banking, title and insurance services to our homebuyers. MortgageThey also offer mortgage banking services are offered to our homebuyers indirectly through KB HomeKBA Mortgage, LLC (“KB HomeKBA Mortgage”), a joint venture between us and CWB Venture Management Corporation,with a subsidiary of Bank of America, N.A. Our financial services operations accounted for .5% of our total revenues in 20092010 and .4% of our total revenues in 2008.2009.
 
In 2009,2010, we generated total revenues of $1.59 billion and a net loss of $69.4 million, compared to total revenues of $1.82 billion and a net loss of $101.8 million compared to total revenues of $3.03 billion and a net loss of $976.1 million in 2008.2009. Our financial results for 20092010 and 20082009 reflect challenging operating conditions that have persisted in the homebuilding industry to varying degrees since a general housing market downturn began in 2006,mid-2006, as well as our strategic actions in response to these conditionssince the downturn began to align our operations with diminished home sales activitythese conditions and to maintain a strong balance sheet.financial position.
 
Our principal executive offices are located at 10990 Wilshire Boulevard, Los Angeles, California 90024. The telephone number of our corporate headquarters is(310) 231-4000 and our website address is http://kbhome.com. Our Spanish-language website is http://kbcasa.com. In addition, location and community information is available at (888)KB-HOMES.


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Markets
 
Reflecting the wide geographic reach of our homebuilding business, as of the date of this report, we operateour principal operations are in the 10nine states and 30 major markets shownpresented below. For reporting purposes, we organize our homebuilding operations into four segments — West Coast, Southwest, Central and Southeast.
 
     
Segment State(s) Major Market(s)
 
West Coast California Fresno, Los Angeles/Ventura,Angeles, Oakland, Orange County, Riverside, Sacramento, San Bernardino, San Diego, San Jose/OaklandJose, Stockton and StocktonVentura
Southwest Arizona Phoenix and Tucson
  Nevada Las Vegas and Reno
Central Colorado Denver
  Texas Austin, Dallas/Fort Worth, Houston and San Antonio
Southeast Florida Daytona Beach, Fort Myers, Jacksonville, Lakeland, Orlando, Sarasota and Tampa
  Maryland Washington, D.C.
  North Carolina Charlotte and Raleigh
  South CarolinaCharleston and Columbia
Virginia Washington, D.C.
 
Segment Operating Information.  The following table presents specificcertain operating information for our homebuilding reporting segments for the years ended November 30, 2010, 2009 2008 and 2007:2008:
 
                        
 Years Ended November 30, Years Ended November 30,
 2009 2008 2007 2010 2009 2008
West Coast:                  
Homes delivered  2,453   2,972   4,957   2,023   2,453   2,972 
Percentage of total homes delivered  29%  24%  21%  27%  29%  24%
Average selling price $315,100  $354,700  $433,600  $346,300  $315,100  $354,700 
Total revenues (in millions) (a) $812.2  $1,055.1  $2,203.3  $700.7  $812.2  $1,055.1 
Southwest:                  
Homes delivered  1,202   2,393   4,855   1,150   1,202   2,393 
Percentage of total homes delivered  14%  19%  20%  16%  14%  19%
Average selling price $172,000  $229,200  $258,500  $158,200  $172,000  $229,200 
Total revenues (in millions) (a) $218.1  $618.0  $1,349.6  $187.7  $218.1  $618.0 
Central:                  
Homes delivered  2,771   3,348   6,310   2,663   2,771   3,348 
Percentage of total homes delivered  33%  27%  27%  36%  33%  27%
Average selling price $155,500  $175,000  $167,800  $163,700  $155,500  $175,000 
Total revenues (in millions) (a) $434.4  $594.3  $1,077.3  $436.4  $434.4  $594.3 
Southeast:                  
Homes delivered  2,062   3,725   7,621   1,510   2,062   3,725 
Percentage of total homes delivered  24%  30%  32%  21%  24%  30%
Average selling price $168,600  $201,800  $229,400  $170,200  $168,600  $201,800 
Total revenues (in millions) (a) $351.7  $755.8  $1,770.4  $257.0  $351.7  $755.8 
Total:                  
Homes delivered  8,488   12,438   23,743   7,346   8,488   12,438 
Average selling price $207,100  $236,400  $261,600  $214,500  $207,100  $236,400 
Total revenues (in millions) (a) $1,816.4  $3,023.2  $6,400.6  $1,581.8  $1,816.4  $3,023.2 
 
 
(a) Total revenues include revenues from housing and land sales.
 
Unconsolidated Joint Ventures.  The above table does not include homes delivered from unconsolidated joint ventures in which we participate. These unconsolidated joint ventures acquire and develop land and, in some cases, build and deliver homes on developed land. Our unconsolidated joint ventures delivered 102 homes in 2010, 141 homes in 2009 and 262 homes in 2008 and 127 homes in 2007.2008.


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Strategy
 
GenerallyTo varying degrees since mid-2006, many housing markets across the United States, including those we serve, have experienced a severe and extended downturn. To varying degrees, these markets have sufferedprolonged downturn compared to the period from 2000 through 2005 due to a persistent oversupply of new, resale and foreclosed homes available for sale driving selling prices steadily lower and intensifying competition among homebuilders, individual home sellers, investorsweak consumer demand for housing. Since 2008, a generally poor economic and lenders vying for buyers. At the same time, housing demand has fallen sharply due to general economic weakness, rising unemployment, declining consumer confidence, reducedemployment environment as well as turbulence in financial and credit availability and tightened mortgage lending standards.markets have worsened these conditions. Although housing affordability has improved recentlybeen at historically high levels in the past few years due to lower selling prices and relatively low residential consumer mortgage interest rates, and homebuyer tax credit incentives, the negative supply and demand factors described above continue to constrain overall home sales activity.dynamics for the homebuilding industry during the present housing downturn have severely constrained our net orders, revenues and profitability.
 
We believe that there may be further volatility in housing markets will likely remain weak in 20102011 and that our business and the homebuilding industry is likely towill experience a prolonged and uneven transitionresults before a sustained recovery takes hold. At this time, we cannot predict when such a recovery might occur. Based on this view, we intend to continue to executefocus on achieving three primary integrated strategic initiativesgoals:
• restoring and maintaining the profitability of our homebuilding operations;
• generating cash and maintaining a strong balance sheet; and
• positioning our business to capitalize on future growth opportunities.
In pursuing these goals during the period from mid-2006 through 2009, we reduced our overhead, inventory and active community count levels to better align our operations with diminished home sales activity compared to the peak levels reached in the period from 2000 through 2005. Consequently, we exited or reduced our investments in certain markets, sold land positions and interests, unwound our participation in certain unconsolidated joint ventures, and experienced a sharp decline in our backlog and homes delivered compared to our peak period performance primarily due to decreased demand and because we had fewer community locations from which we sold homes. During this period, we also focused on improving our operating efficiencies, investing selectively in a few markets with perceived strong growth prospects, and, as discussed further below, redesigning and re-engineering our product line to meet consumer demand for more affordable homes and to lower our direct construction costs and generate higher margins compared to our previous product.
In 2010, building on the sound financial position and the operational re-positioning we achieved over the prior four years and seeing a number of attractive opportunities becoming available, we implemented a targeted land acquisition initiative to further our primary strategic goals. Under this initiative, we concentrated on acquiring ownership or control of well-priced developed land parcels that met our investment and marketing standards and were located within or near our existing markets. This tactical shift was designed to help us restore and maintain our homebuilding operations’ profitability — currently, our highest priority — by increasing our future revenues through a larger inventory base from which we can sell our higher-margin and well-received new product. It was also designed to help us maintain athree-to-four year supply of developed or developable land. While the inventory and active community count reductions and other land portfolio and operational adjustments we made in prior years and into 2010 have allowedhad a negative effect on our backlog and homes delivered on ayear-over-year basis, we anticipate that our land investment activities in 2010 and recent and planned new community openings will improve such comparisons in 2011. As a result, we believe that our land acquisition initiative and the other actions we have taken in pursuing our primary strategic goals in the present housing downturn have established a solid foundation for us to weather nearly four years of challengingeventually achieve long-term future growth and profitability as and to the extent housing markets improve.
While market conditions stabilizein 2011 will determine the degree to which we acquire or dispose of land assets in managing our inventory, the pace with which we open new home communities, and strengthenthe manner in which we pursue and refine the execution of our financial condition, and position our businessprimary integrated strategic goals, we will continue to return to profitability and to capitalize on potential future growth opportunities. These initiatives are founded onoperate in accordance with the principles of our core operational business model, KBnxt.
 
KBnxt Operational Business Model.  Our KBnxt operational business model, first implemented in 1997, seeks to generate greater operating efficiencies and return on investment through a disciplined, fact-based and process-driven approach to homebuilding that is founded on a constant and systematic assessment of consumer preferences and market opportunities. We believe our KBnxt operational business model sets us apart from other homebuilders. The key principles of our KBnxt operational business model include:
 
 • gaining a detailed understanding of consumer location and product preferences through regular surveys;surveys and research;


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 • managing our working capital and reducing our operating risks by acquiring primarily developed and entitled land at reasonable prices in markets with high growth potential, and disposing of land and interests in land that no longer meet our strategicinvestment or investmentmarketing goals;
 
 • using our knowledge of consumer preferences to design, construct and deliver the products homebuyers desire;
 
 • in general, commencing construction of a home only after a purchase contract has been signed;
 
 • building a backlog of net orders and reducingminimizing the time from initial construction to final delivery of homes to customers;
 
 • establishing an even flow of production of high-quality homes at the lowest possible cost; and
 
 • offering customers affordable base prices and the opportunity to customize their homes through choice of location, floor plans and interior design options.
 
OurThrough its disciplines and standards, our KBnxt operational business model is designed to help us build and maintain a leading position in our existing markets; opportunistically expand our business into attractive new markets;markets near our existing operations; exit investments that no longer meet our return standards or marketing strategy;standards; calibrate our product designs to consumer preferences; and achieve lower costs and economies of scale in acquiring and developing land, purchasing building materials, subcontracting trade labor, and providing home design and product options to customers.
 
Our expansion into a new market and our withdrawal from an existing market or submarket depends in each instance on our assessment of the market’s viability and our ability to develop sustainable operations.and/or sustain operations at a level that meets our investment standards. Similar considerations apply to potential asset acquisitions or dispositions in our existing markets.
 
StrategicOperational Objectives.  Guided by the disciplines of our KBnxt operational business model, our primary strategicprincipal operational objectives during the present housing downturn include:
 
 • Positioning our operations to maintain ownership or control over a forecastedthree-to-fourtwo-to-four year supply of developed or developable land and a balanced geographic footprint, while continuously evaluating potential growth opportunities in or near our existing markets. We believe this approach enables us to efficiently capitalize on the different rates at which we expect housing markets to stabilize.stabilize and recover. In addition, keeping our land inventory at what we believe is a prudent and manageable level and in line with our future sales expectations maximizes the use of our working capital, enhances our liquidity and helps us maintain a strong balance sheet to support strategic investments for long-term growth.


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 • Providing the best value and choice in homes and options for our core customers — first-time, firstmove-up and active adult homebuyers. By promoting value and choice through an affordable base price and product customization through options, including many environmentally friendlyconscious options, we believe we stand out from other homebuilders and sellers of existing homes (including lender-owned homes acquired through foreclosures and short sales), and can generate higher revenues.
 
 • To help achieve the above objective, enhancing the affordability of our homes by redesigning and reengineeringre-engineering our products, building smaller homes with flexible layouts, reducing cycle times (i.e., the time between the sale of a home and its delivery to a homebuyer) and lowering our direct construction costs. By making our homes more affordable for our value-conscious core homebuyers while lowering our production costs, we believe we will be able tocan compete effectively with sellers of existing homes (including lender-owned homes acquired through foreclosures and short sales), which we see as our primary competition, generate revenues while maintaining margins, and drive sustainable profit growthearnings over the long term.
 
 • As a complement to providing the best value and choice, generating high levels of customer satisfaction and producing high qualityhigh-quality homes. We believe achieving high customer satisfaction levels is key to our long-term performance, and delivering quality homes is critical to achieving high customer satisfaction.


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 • Restoring the profitability of our homebuilding operations by continuing to align our cost structure (including overhead) with the expected size and growth of our business, generating and preserving free cash flow, and maximizing the performance of our invested capital.
 
A tangible reflection ofExemplifying how we have implemented our strategic and operational objectives is theour ongoing nationwide rollout ofThe Open SeriesTM product designs, which began in late 2008. In addition to meeting homebuyer design sensibilities and affordability needs,The Open Seriesproduct line has been value-engineered to reduce production costs and construction cycle times, while adhering to our quality standards and using materials and construction methodstechniques that reflect our commitment to more environmentally sustainableconscious homebuilding practices.methods.Value-engineering encompasses measures such as simplifying the location and installation of internal plumbing and electrical systems, using prefabricated wall panels, flooring systems, roof trusses and other building components, and generally employing cost-minimizingconstruction techniques that minimize costs and efficiency maximizing construction techniques.maximize efficiencies. It also includes working continuously with our trade partners and materials suppliers to reduce direct construction costs.costs and construction cycle times. All of these actions have allowed us to achieve faster returns and higher gross margins from our inventory compared to our previous product designs, supporting strong cash flow generation and progress toward our profitability goal.
 
Marketing Strategy.  During 2010, we continued to focus our marketing efforts on first-time,move-up and active adult homebuyers. These homebuyers historically have been our core customers and it is among these groups that we see the greatest potential for future home sales. Our marketing activity is focused onefforts are directed at differentiating the KB Home brand from resale homes and from homes sold through foreclosures, short sales and by other builders.homebuilders. We believe that our Built to OrderTM message and approach generate a high perceived value for our products and our company among consumers and are unique amonglarge-production homebuilders. Built to Order emphasizes that we partner with our homebuyers to create a home built to their individual preferences in home design, layout, square footage and homesite location, and to personalize their home’s interiorhome with features and amenities that meet their needs and interests. Built to Order serves as the consumer face of core elements of our KBnxt operational business model and ensures that our marketing strategy and advertising campaigns are closely aligned with our overall operational focus.
 
Our KB Home Studios are integral to the Built to Order experience we provide. These showrooms, which are generally located close to our communities, allow our homebuyers to select from thousands of product and design options that are available for purchase as part of the original construction of their homes. The coordinated efforts of our sales representatives and KB Home Studio consultants are intended to provide high levels of customer satisfaction and lead to enhanced customer retention and referrals.
 
We further differentiate the KB Home brand with ourMy Home. My Earth.TM  environmental initiative, publicly launched in 2008.My Home. My Earth.embodiesWe have made a dedicated effort to further differentiate ourselves from other homebuilders and sellers of existing homes through our ongoing commitment to become a leading environmentally friendly national company. We werecompany in environmental sustainability. This commitment, organized under ourMy Home. My Earth. initiative, stems from growing sensitivities regarding and regulatory attention to the first national homebuilder to commit to installing exclusively ENERGY STARTM appliances in allpotential impact the construction and use of our new homes can have on the environment, including on global average temperatures and associated climate change, and from our homebuyers’ interest in reducing this impact in the most cost-effective way possible. This commitment also stems from our primary strategic goal to maintain a strong balance sheet by minimizing expenses, waste and inefficiencies in our operations. Through ourMy Home. My Earth.programs:
• we became the first national homebuilder to commit to building homes that are designed to meet the U.S. Environmental Protection Agency’s (“EPA”) ENERGY STAR® guidelines in all of our communities opened in 2009 and beyond;
• we became the first homebuilder in the country to construct homes to meet the EPA’s new WaterSense® specifications in 2010. The ENERGY STAR and WaterSense programs require that our homes meet high standards for energy and water efficiency and performance, respectively, compared to standard new or typical existing homes.
• we became the first national homebuilder to commit to installing exclusively ENERGY STAR appliances in all of our homes in 2008 and beyond;
• we re-engineered our products to reduce the amount of building materials necessary to construct them, as discussed above with respect toThe Open Series product designs, and have developed or adopted production methods that help minimize our use of materials and the generation of construction-related debris;


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• we became a partner in the EPA’s WasteWise program in 2010, and have voluntarily undertaken to reduce the amount of solid construction waste sent to landfills; and
• we have published on our website an annual sustainability report since 2007. The report outlines our accomplishments and objectives as we work towards our goal of minimizing the impact our business and homes can have on the environment, while continuing to make the dream of homeownership attainable for our homebuyers.
In many instances, we committedhave been able to build all new communitiesimplement ourMy Home. My Earth.programs at minimal or no additional cost to us and to our homebuyers. Along with the standard home designs and amenities we openoffer pursuant to ENERGY STAR guidelines. WeourMy Home. My Earth. programs, we also offer our homebuyers an extensive line of high-value, low-cost productsseveral options through our KB Home Studios that can help minimize the environmental impactthem to further lower their consumption of the homes they purchase.
During 2009, we continued to focus our marketing initiatives on first-time, firstmove-upenergy and active adult homebuyers. These historically have been our core customerswater resources and it is among these groups thatreduce their utility bills. As we see the greatest


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potential for future home sales. In 2010,environmental issues related to housing becoming increasingly important to consumers and government authorities at all levels, we planintend to continue to focus on this homebuyer demographicresearch, evaluate and utilize new or improved products and construction and business practices consistent with the goals of ourMy Home. My Earth.programs. In addition to making good business sense, we believe ourMy Home. My Earth.programs can help put us in a better position, compared to homebuilders with less-developed programs, to comply with evolving local, state and federal rules and regulations intended to protect natural resources and to roll out new home designsaddress climate change and similar environmental sustainability initiatives.concerns.
 
Sales Strategy.  To ensure the consistency of our message and adherence to our Built to Order approach, sales of our homes are carried out by in-house teams of sales representatives and other personnel who work personally with each homebuyer to create a home that meets the homebuyer’s preferences and budget.
 
Customer Service and Quality Control
 
Customer satisfaction is a high priority for us. We are committed to building and delivering quality homes. Our on-site construction supervisors perform regular pre-closing quality checks during the construction process to ensure our homes meet our quality standards and our homebuyers’ expectations. We have employees who are responsible for responding to homebuyers’ post-closing needs, including warranty claims. We believe prompt and courteous responses to homebuyers’ needs throughout the homebuying process reduces post-closing repair costs, enhances our reputation for quality and service, and helps encourage repeat and referral business from homebuyers and the real estate community. Our goal is for our customers to be 100% satisfied with their new homes. We also have employees who are responsible for responding to homebuyers’ post-closing needs, including warranty claims.
 
We provide a limited warranty on all of our homes. The specific terms and conditions vary depending on the market where we do business. We generally provide a structural warranty of 10 years, a warranty on electrical, heating, cooling, plumbing and other building systems each varying from two to five years based on geographic market and state law, and a warranty of one year for other components of a home.
 
Local Expertise
 
To maximize our KBnxt operational business model’s effectiveness and help ensure its consistent execution, our employees are continuously trained on KBnxt principles and evaluated based on their achievement of relevant KBnxt operational objectives. We also believe that our business requires in-depth knowledge of local markets in order to acquire land in desirable locations and on favorable terms, to engage subcontractors, to plan communities that meet local demand, to anticipate consumer tastes in specific markets, and to assess local regulatory environments. Accordingly, we operate our business through divisions with trained personnel who have local market expertise. We have experienced management teams in each of our divisions. Though we centralize certain functions (such as marketing, advertising, legal, materials purchasing, purchasing administration, product development, architecture and accounting) to benefit from economies of scale, our local management exercises considerable autonomy in identifying land acquisition opportunities, developing and implementing product and sales strategies, and controlling costs.
 
Community Development and Land Inventory Management
 
Our community development process generally consists of four phases: land acquisition, land development, home construction and sale. Historically, the completion time of our community development process has ranged from six to 24 months in our West Coast segment to a somewhat shorter duration in our other homebuilding segments. The lengthduration of


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the community development process varies based on, among other things, the extent of government approvals required, the overall size of the community, necessary site preparation activities, weather conditions and marketing results.
 
Although they vary significantly, our communities typically consist of 50 to 250 lots ranging in size from 1,000 to 13,50013,000 square feet. In our communities, we typically offer from three to 15 home designs for homebuyers to choose from. We also build an average of two to four model homes at each community so that prospective buyers can preview various home designs. Depending on the community, we may offer premium lots containing more square footage, better views or location benefits.
 
Land Acquisition and Land Development.  We continuously evaluate land acquisition opportunities as they arise against our internal investment standards and marketing strategy,standards, balancing competing needs for financial strength and land inventory for future growth. When we acquire and develop land, we do so consistent with our KBnxt operational business model, which focusesfocus on land parcels containing fewer than 250 lots that are fully entitled for residential construction and are either physically developed to start home construction (referred to as “finished lots”) or partially finished. Acquiring finished or partially finished lots enables us to construct and deliver homes shortly after the land is acquired with minimal additional development expenditures. ThisWe believe this is a more efficient way to use our working capital and reduces the operating


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risks associated with having to develop and/or entitle land, such as unforeseen improvement costs and/or changes in market conditions. However, depending on market conditions and available opportunities, we may acquire undeveloped and/or unentitled land. We expect that the overall balance of undeveloped, unentitled, entitled and finished lots in our inventory will vary over time.
 
Consistent with our KBnxt operational business model, we target geographic areas for potential land acquisitions and assess the viability of our current inventory based on the results of periodic surveys of both new and resale homebuyers in particular markets.markets and other research activities. Local,in-house land acquisition specialists conduct site selection research and analysis in targeted geographic areas to identify desirable land acquisition targets or to evaluate whether to dispose of an existing interest we hold is consistent with our marketing strategy.interest. We also use studies performed by third-party marketing specialists. Some of the factors we consider in evaluating land acquisition targets and assessing the viability of current inventory are: consumer preferences; general economic conditions; specific market conditions, with an emphasis on the prices of comparable new and resale homes in the market; expected sales rates; proximity to metropolitan areas and employment centers; population, household formation and commercial growth patterns; estimated costs of completing lotland development; and environmental compliance matters.
 
We generally structure our land purchases and development activities to minimize or to defer the timing of cash and capital expenditures, which enhances returns associated with new land investments. While we use a variety of techniques to accomplish this, as further described below, we typically use agreements that give us an option right to purchase land at a future date, at a fixed price and for a small initial deposit payment. Our decision to exercise a particular option right is based on the results of due diligence and continued market viability analysisanalyses we conduct after entering into an agreement. In some cases, our decision to exercise an option may be conditioned on the land seller obtaining necessary entitlements, such as zoning rights and environmental and development approvals, and/or physically developing the land by a pre-determined date to allow us to build homes relatively quickly. Depending on the circumstances, our initial deposit payment for an option right may or may not be refundable to us if we abandon the land option contract and do not purchase the underlying land.
 
In addition to acquiring land under option agreements, we may acquire land under agreements that condition our purchase obligation on our satisfaction with the feasibility of developing the land and selling homes on the land by a certain future date, consistent with our investment and marketing standards. Our option and other purchase agreements may also allow us to phase our land purchases and/or lotland development over a period of time and/or upon the satisfaction of certain conditions. We may also acquire land with seller financing that is non-recourse to us, or by working in conjunction with third-party land developers. Our land option contracts generally do not contain provisions requiring our specific performance.
 
Under our KBnxt operational business model, we generally attempt to minimize our land development costs by focusing on acquiring finished or partially finished lots. Where we purchase unentitled and unimproved land, we typically use option agreements as described above and during the option period perform technical, environmental, engineering and entitlement feasibility studies, while we seek to obtain necessary governmental approvals and permits. These activities are sometimes done with the seller’s assistance and/or at the seller’s cost. The use of option arrangements in this context allows us to conduct these development-related activities while minimizing our inventory levels and overall financial commitments, including interest and other carrying costs. It also improves our ability to estimate development costs accurately prior to incurring them, an important element in planning communities and pricing homes.
Before we commit to any land purchase or dispose of any interest in land, we hold, our senior corporate and regional management carefully evaluates each asset based on the results of our local specialists’ due diligence and a set of strictdefined financial measures, including, but not limited to, gross margin analyses and specific discounted,after-tax cash flow internal rate of return requirements. Potential land acquisition or disposal transactions are subject to review and approval by our corporate land committee, which is composed of senior corporate and regional management. The stringent criteria guiding our land acquisition and disposition decisions have resulted in our maintaining inventory in areas that we believe generally offer better returns for lower risk, and lower cash and capital investment.


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In recent years, in light of difficult market conditions, we have sold some of our land and interests in land and have abandoned a portion of our options to acquire land. Consistent with our KBnxt operational business model, weWe determined that these properties no longer met our investment or marketing standards. Although we shifted our strategic needs orfocus in 2010 to acquiring land assets in order to open more new home communities and increase our internal investment standards. Ifrevenues, as discussed above under “Strategy,” if market conditions remain challenging, we may sell more of our land and interests in land, and we may abandon or try to sell more of our options or other agreements to acquire land.


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The following table presents the number of inventory lots we owned, in various stages of development, or controlled under land option contracts or other agreements in our homebuilding segments as of November 30, 20092010 and 2008.2009. The table does not include approximately 316 acres owned and 64 acres optioned as of November 30, 20092010 and 2008approximately 316 acres owned as of November 30, 2009 that had not yet been approved for subdivision into lots.
 
                                                                
       Total Lots
       Total Lots
 Homes/Lots in
 Land Under
 Lots Under
 Owned or
 Homes/Lots in
 Land Under
 Lots Under
 Owned or
 Production Development Option Under Option Production Development Option Under Option
 2009 2008 2009 2008 2009 2008 2009 2008 2010 2009 2010 2009 2010 2009 2010 2009
West Coast  4,685   7,257   2,219   1,826   1,062   1,018   7,966   10,101   6,471   4,685   1,858   2,219   1,396   1,062   9,725   7,966 
Southwest  3,511   4,853   1,677   1,784   3,593   3,551   8,781   10,188   3,073   3,511   2,123   1,677   3,864   3,593   9,060   8,781 
Central  5,796   7,643   2,529   2,454   1,797   1,840   10,122   11,937   6,158   5,796   2,588   2,529   2,227   1,797   10,973   10,122 
Southeast  3,868   5,326   4,078   4,369   2,650   5,102   10,596   14,797   3,228   3,868   4,728   4,078   1,826   2,650   9,782   10,596 
                                  
Total  17,860   25,079   10,503   10,433   9,102   11,511   37,465   47,023   18,930   17,860   11,297   10,503   9,313   9,102   39,540   37,465 
                                  
 
Reflecting our geographic diversity and relatively balanced operational footprint, as of November 30, 2009, 21%2010, 24% of the inventory lots we owned or controlled were located in the West Coast reporting segment, 24%23% were in the Southwest reporting segment, 27%28% were in the Central reporting segment and 28%25% were in the Southeast reporting segment.
 
The following table presents the dollar value of inventory we owned, in various stages of development, or controlled under land option contracts or other agreements in our homebuilding segments as of November 30, 20092010 and 20082009 (in thousands):
 
                                                                
       Total Lots
        Total Lots
 
 Homes/Lots in
 Land Under
 Lots Under
 Owned or
  Homes/Lots in
 Land Under
 Lots Under
 Owned or
 
 Production Development Option Under Option  Production Development Option Under Option 
 2009 2008 2009 2008 2009 2008 2009 2008  2010 2009 2010 2009 2010 2009 2010 2009 
West Coast $530,030  $854,522  $ 80,229  $ 52,339  $ 29,390  $ 68,600  $639,649  $975,461  $715,979  $530,030  $82,408  $80,229  $30,766  $29,390  $829,153  $639,649 
Southwest  116,779   192,530   94,431   96,073   8,409   24,673   219,619   313,276   118,599   116,779   110,068   94,431   3,716   8,409   232,383   219,619 
Central  240,825   300,454   41,405   38,688   42,077   53,358   324,307   392,500   238,848   240,825   35,280   41,405   10,469   42,077   284,597   324,307 
Southeast  190,488   252,541   115,611   127,241   11,720   45,697   317,819   425,479   192,414   190,488   147,812   115,611   10,362   11,720   350,588   317,819 
                                  
Total $1,078,122  $1,600,047  $ 331,676  $ 314,341  $ 91,596  $ 192,328  $1,501,394  $2,106,716  $1,265,840  $1,078,122  $375,568  $331,676  $55,313  $91,596  $1,696,721  $1,501,394 
                                  
 
Home Construction and Sale.  Following the purchase of land and, if necessary, the completionfinishing of the entitlement process,lots, we typically begin marketing homes for sale and constructing model homes. The time required for construction of our homes depends on the weather, time of year, local labor supply, availability of materials and supplies and other factors. To minimize the costs and risks of standing inventory, we generally begin construction of a home only when we have a signed a purchase contract with a homebuyer. However, cancellations of home purchase contracts prior to the delivery of the underlying homes, or specific strategic considerations, may cause us to have standing inventory of completed or partially completed homes. During the present housing downturn, we have experienced more volatility in our cancellation rates than in the years immediately before the downturn began. In 2010, we built unsold homes in some communities to help increase sales before the expiration of a federal homebuyer tax credit in April. As a result, at times during the year we had slightly more standing inventory than we have had historically. Market conditions and strategic considerations will determine our standing inventory levels in 2011.
 
We act as the general contractor for the majority of our communities and hire experienced subcontractors for all production activities. Our contracts with our subcontractors require that they comply with all laws applicable to their work, including labor laws, meet performance standards, and follow local building codes and permits. Where practical, we use mass production techniques and pre-fabricated, standardized components and materials to streamline the on-site production process. We have also developed programs for national and regional purchasing of certain building materials, appliances and other items to take


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advantage of economies of scale and to reduce costs through improved pricing and, where available, participation in manufacturers’ or suppliers’ rebate programs. As part of ourMy Home. My Earth. environmental initiative, we have integrated products, materials and construction practices into our home building process to reduce the environmental impact of our operations and the homes we build. At all stages of production, our administrative and on-site supervisory personnel coordinate the activities of subcontractors and subject their work to quality and cost controls. As part of our KBnxt operational business model, we also emphasizeeven-flow production methods to enhance the quality of our homes and minimize production costs.


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Backlog
 
We sell our homes under standard purchase contracts, which generally require a customerhomebuyer deposit at the time of signing. The amount of the deposit required varies among markets and communities. Homebuyers are also generally required to pay additional deposits when they select options or upgrades for their homes. Most of our home purchase contracts stipulate that if a homebuyer cancels a contract with us, we have the right to retain the homebuyer’s deposits. However, we generally permit our homebuyers to cancel their obligations and obtain refunds of all or a portion of their deposits in the event mortgage financing cannot be obtained within a period of time, as specified in their contract. Since 2008, tightened residential consumer mortgage lending standards have led to higher cancellation rates than those experienced before then, and we expect these standards to continue to have a negative impact on our cancellation rates in 2011.
 
“Backlog” consists of homes that are under contract but have not yet been delivered. Ending backlog represents the number of homes in backlog from the previous period plus the number of net orders (new orders for homes less cancellations) generated during the current period minus the number of homes delivered during the current period. The backlog at any given time will be affected by cancellations. The number of homes delivered has historically increased from the first to the fourth quarter in any year.
 
Our backlog at November 30, 2009,2010, excluding backlog of unconsolidated joint ventures, consisted of 2,1261,336 homes, a decrease of 6%37% from the 2,2692,126 homes in backlog at year-end 2008.November 30, 2009. The decrease in our backlog levels in 20092010 primarily reflected our strategic decisions in the mid-2006 through 2009 time period to reduce our inventory and active community counts to align our operations with reduceddiminished housing market activity.activity and overall lower net orders. Our backlog at November 30, 20092010 represented potential future housing revenues of approximately $422.5$263.8 million, a 19%38% decrease from potential future housing revenues of $521.4$422.5 million at November 30, 2008, reflecting the impact of2009, resulting primarily from the lower number of homes in backlog and a lower average selling price.backlog. Our backlog ratio, defined as homes delivered in the quarter as a percentage of backlog at the beginning backlog inof the quarter, was 88% for the quarter ended November 30, 2010 and 82% for the quartersquarter ended November 30, 2009 and 2008.2009.
 
Our net orders increased slightly tototaled 6,556 in 2010, a decrease of 21% from 8,341 net orders in 2009 from 8,274 in 2008.2009. Our average cancellation rate based on netgross orders was 25%28% in 2009,2010, compared to an average of 41%25% in 2008.2009. During the fourth quarter of 2009,2010, our net orders increased 12%declined 25% from the fourthcorresponding quarter of 2008. The increase2009, primarily due to a 24% decrease in our net orders primarily reflected a reduction in our cancellation rate, which, asoverall average active community count, generally weak economic and housing market conditions, and tightened residential consumer mortgage lending standards. As a percentage of gross orders, our cancellation rate was 37% in the fourth quarter of 2010, compared to 31% in the fourth quarter of 2009, compared to 46% in the fourth quarter of 2008.2009.


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The following table presentstables present homes delivered, net orders and cancellation rates (based on gross orders) by homebuilding reporting segment and with respect to our unconsolidated joint ventures for each quarter during the years ended November 30, 20092010 and 2008,2009, and our ending backlog at the end of each quarter within those years:
 
                                                
           Unconsolidated
           Unconsolidated
 West Coast Southwest Central Southeast Total Joint Ventures West Coast Southwest Central Southeast Total Joint Ventures
Homes delivered
                                    
2010                  
First  340   216   529   241   1,326   21 
Second  500   359   550   373   1,782   34 
Third  600   337   855   528   2,320   24 
Fourth  583   238   729   368   1,918   23 
             
Total  2,023   1,150   2,663   1,510   7,346   102 
             
2009                                    
First  351   267   447   380   1,445   23   351   267   447   380   1,445   23 
Second  569   241   525   426   1,761   55   569   241   525   426   1,761   55 
Third  669   314   783   474   2,240   37   669   314   783   474   2,240   37 
Fourth  864   380   1,016   782   3,042   26   864   380   1,016   782   3,042   26 
                          
Total  2,453   1,202   2,771   2,062   8,488   141   2,453   1,202   2,771   2,062   8,488   141 
                          
2008                  
Net orders
                  
2010                  
First  614   740   899   675   2,928   75   429   313   715   456   1,913   19 
Second  603   534   863   810   2,810   74   608   351   796   489   2,244   27 
Third  731   425   745   887   2,788   45   335   186   556   237   1,314   16 
Fourth  1,024   694   841   1,353   3,912   68   331   157   370   227   1,085   4 
                          
Total  2,972   2,393   3,348   3,725   12,438   262   1,703   1,007   2,437   1,409   6,556   66 
                          
Net orders
                  
2009                                    
First  459   222   622   524   1,827   28   459   222   622   524   1,827   28 
Second  928   359   1,048   575   2,910   45   928   359   1,048   575   2,910   45 
Third  591   355   808   404   2,158   17   591   355   808   404   2,158   17 
Fourth  417   200   491   338   1,446   21   417   200   491   338   1,446   21 
                          
Total  2,395   1,136   2,969   1,841   8,341   111   2,395   1,136   2,969   1,841   8,341   111 
                          
2008                  
Cancellation rates
                  
2010                  
First  539   186   231   493   1,449   48   17%  14%  29%  21%  22%  21%
Second  977   760   964   1,499   4,200   131   15   16   31   26   24    
Third  361   282   506   180   1,329   39   23   26   37   40   33    
Fourth  375   207   353   361   1,296   17   23   26   49   35   37   33 
                          
Total  2,252   1,435   2,054   2,533   8,274   235   19%  19%  36%  29%  28%  10%
                          
Cancellation rates
                  
2009                                    
First  26%   27%   29%   28%   28%   48%   26%  27%  29%  28%  28%  48%
Second  16%   18%   20%   26%   20%   31%   16   18   20   26   20   31 
Third  23%   20%   28%   32%   27%   32%   23   20   28   32   27   32 
Fourth  20%   24%   40%   30%   31%   16%   20   24   40   30   31   16 
                          
Total  21%   22%   28%   29%   25%   34%   21%  22%  28%  29%  25%  34%
                          
2008                  
Ending backlog — homes
                  
2010                  
First  41%   56%   70%   50%   53%   45%   612   379   1,105   617   2,713   35 
Second  29%   21%   31%   26%   27%   24%   720   371   1,351   733   3,175   28 
Third  48%   37%   43%   74%   51%   57%   455   220   1,052   442   2,169   20 
Fourth  42%   40%   48%   50%   46%   71%   203   139   693   301   1,336   1 
                          
Total  38%   34%   45%   43%   41%   43% 
             
Ending backlog — homes
                  
2009                                    
First  689   303   892   767   2,651   76   689   303   892   767   2,651   76 
Second (a)  1,048   421   1,419   916   3,804   62   1,048   421   1,419   916   3,804   62 
Third  970   462   1,444   846   3,722   42   970   462   1,444   846   3,722   42 
Fourth  523   282   919   402   2,126   37   523   282   919   402   2,126   37 
                          
2008                  
First  1,115   752   1,343   1,633   4,843   182 
Second  1,489   978   1,444   2,322   6,233   239 
Third  1,119   835   1,205   1,615   4,774   233 
Fourth (a)  581   348   717   623   2,269   71 
             


910


                                                
           Unconsolidated
           Unconsolidated
 West Coast Southwest Central Southeast Total Joint Ventures West Coast Southwest Central Southeast Total Joint Ventures
Ending backlog — value, in thousands
Ending backlog — value, in thousands
               
Ending backlog — value, in thousands
               
2010                  
First $193,938  $59,439  $172,068  $98,305  $523,750  $13,825 
Second (a)  241,383   60,278   224,212   122,365   648,238   11,760 
Third  165,546   34,490   171,577   83,703   455,316   7,480 
Fourth  74,816   21,306   113,155   54,517   263,794   511 
             
2009                                    
First $214,997  $57,169  $153,538  $134,135  $559,839  $30,180  $214,997  $57,169  $153,538  $134,135  $559,839  $30,180 
Second (a)  334,600   72,429   228,723   161,104   796,856   24,118   334,600   72,429   228,723   161,104   796,856   24,118 
Third  293,329   75,439   218,430   146,896   734,094   15,456   293,329   75,439   218,430   146,896   734,094   15,456 
Fourth  174,445   46,135   137,271   64,645   422,496   15,577   174,445   46,135   137,271   64,645   422,496   15,577 
                          
2008                  
First $438,505  $179,114  $236,725  $376,872  $1,231,216  $77,196 
Second(a)  516,073   222,279   260,404   467,141   1,465,897      101,748 
Third  391,525   190,279   230,154   321,321   1,133,279   136,918 
Fourth (a)  211,713   74,488   120,954   114,231   521,386   33,192 
             
 
 
(a)Ending backlog amounts have been adjusted to reflect the consolidation of previously unconsolidated joint ventures during the second quarter of 2009 and the fourth quarter of 2008.2009.
 
Land and Raw Materials
 
We currently own or control enough land to meet our forecasted production goals for approximately the next three to four years.goals. As discussed above, we have recently sold some of our land and abandoned options to purchase land in order to balance our holdings with current and forecastedhowever, depending on market conditions andwe may continue to acquire land assets in 2011 or we may sell additionalcertain land or land interests in 2010.interests. In 2010, our land sales generated $6.3 million of revenues and $.3 million of losses, including $.3 million of impairments. In 2009, our land sales generated $58.3 million of revenues and $47.9 million of losses, including $10.5 million of impairments. In 2008, our land sales generated $82.9 million of revenues and $82.8 million of losses, including $86.2 million of impairments. Our land option contract abandonments resulted in pretax, noncash charges of $10.1 million in 2010 and $47.3 million in 2009 and $40.9 million in 2008.2009.
 
The principal raw materials used in the construction of our homes are concrete and forest products. In addition, we use a variety of other construction materials in the homebuilding process, including sheetrock and plumbing and electrical items. We attempt to enhance the efficiency of our operations by usingpre-made, standardized materials that are commercially available on competitive terms from a variety of sources. In addition, our centralized and/or regionalized purchasing of certain building materials, appliances and fixtures allows us to benefit from large quantity purchase discounts and, in some cases, manufacturer or supplier rebates. When possible, we arrange for bulk purchases of these products at favorable prices from manufacturers and suppliers.
 
Customer Financing
 
Our homebuyers may obtain mortgage financing from any qualified lender. KB Homelending institution of their choice. KBA Mortgage representatives on site at our communities offer to arrange mortgage financing for prospective homebuyers through the joint venture. We believe that the ability of KB HomeKBA Mortgage to offer customers an extensivea variety of financing options on competitive terms as a part of the on-site sales process helps to complete sales. KB HomeKBA Mortgage originated loans for 84%82% of our customers who obtained mortgage financing in 20092010 and 80%84% in 2008.
Discontinued Operations
In July 2007, we sold our 49% interest in our publicly traded French subsidiary, Kaufman and Broad, S.A. (“KBSA”). The disposition of the French operations enabled us to invest additional resources in our domestic homebuilding operations and we have since operated exclusively in the United States. The sale generated total gross proceeds of $807.2 million and a pretax gain of $706.7 million ($438.1 million net of income taxes). As a result of the sale, the French operations are presented as discontinued operations in our consolidated financial statements in 2007.2009.
 
Employees
 
We employ a trained staff of land acquisition specialists, architects, planners, engineers, construction supervisors, marketing and sales personnel, and finance and accounting personnel, supplemented as necessary by outside consultants, who guide the development of our communities from their conception through the marketing and delivery of completed homes.
 
At December 31, 2009,2010, we had approximately 1,4001,300 full-time employees, compared to approximately 1,6001,400 at December 31, 2008.2009. None of our employees are represented by a collective bargaining agreement.


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Competition and Other Factors
 
We believe our KBnxt operational business model, particularly the aspects that involve gaining a deeper understanding of customer interests and needs and offering a wide range of choices to homebuyers, provides us with long-term competitive advantages. The homebuilding industry and housing industry ismarket are highly competitive, and we compete with numerous homebuilders ranging from regional and national firms to small local builders primarily on the basis of price, location, financing, design, reputation, quality and amenities. In addition, we compete with housing alternatives other than new homes, including resale homes, foreclosed and short sale homes, and rental housing. In certain markets and at times when housing demand is high, we also compete with other builders to hire subcontractors.


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During 2009,2010, operating conditions in most U.S. housing markets remained difficult, reflecting the impact of the housing market downturn that began in 2006 and the weak economy as discussed above under the heading “Strategy.” We believe the heightened competition for homebuyers stemming from these conditions will continue in 2010,2011, if not intensify.
 
Financing
 
We do not generally finance the development of our communities with project financing. By “project financing,” we mean proceeds of loans specifically obtained for, or secured by, particular communities. Instead, our operations have historically been funded by results of operations, public debt and equity financing, and borrowings under ouran unsecured revolving credit facility with various banksfinancial institutions (the “Credit Facility”). In 2009,2010, however, anticipating that we didwould not need to borrow any funds under the Credit Facility andbefore its scheduled maturity in November 2010, we do not anticipate doing so in 2010.voluntarily terminated the Credit Facility effective March 31, 2010 to eliminate the costs of maintaining it.
 
Environmental Compliance Matters
 
As part of our due diligence process for all land acquisitions, we often use third-party environmental consultants to investigate potential environmental risks and we require disclosures and representations and warranties from land sellers of environmental risks. Despite these precautions,efforts, there can be no assurance that we will avoid material liabilities relating to the existence or removal of toxic wastes, site restoration, monitoring or other environmental matters affecting properties currently or previously owned or controlled by us. No estimate of any potential liabilities can be made although we may, from time to time, purchase property that requires us to incur environmental clean-up costs after appropriate due diligence, including, but not limited to, using detailed investigations performed by environmental consultants. In such instances, we take steps prior to acquisition to gain reasonable assurance as to the precise scope of work required and the costs associated with removal, site restoration and/or monitoring. To the extent contamination or other environmental issues have occurred in the past, we will attempt to recover restoration costs from third parties, such as the generators of hazardous waste, land sellers or others in the prior chain of title and/or their insurers. Based on these practices, we anticipate that it is unlikely that environmental clean-up costs will have a material effect on our future consolidated financial position or results of operations. We have not been notified by any governmental agency of any claim that any of the properties owned or formerly owned by us are identified by the U.S. Environmental Protection Agency (“EPA”)EPA as being a “Superfund” clean-up site requiring remediation, which could have a material effect on our future consolidated financial position or results of operations. Costs associated with the use of environmental consultants are not material to our consolidated financial position or results of operations.
 
Access to Our Information
 
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). We make our public SEC filings available, at no cost, through our websitehttp://kbhome.com, as soon as reasonably practicable after the report is electronically filed with, or furnished to, the SEC. We will also provide these reports in electronic or paper format free of charge upon request made to our investor relations department at investorrelations@kbhome.com or at our principal executive offices. Our SEC filings are also available to the public over the Internet at the SEC’s website at http://sec.gov. The public may also read and copy any document we file at the SEC’s public reference room located at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the operation of the public reference room.


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Item 1A.  RISK FACTORS  
 
The following important factors could adversely impact our business. These factors could cause our actual results to differ materially from the forward-looking and other statements (i) that we make in registration statements, periodic reports and other filings with the SEC and from time to time in our news releases, annual reports and other written reports or communications, (ii) that we post on or make available through our website, and (ii)(iii) made orally from time to time by our personnel and representatives.
 
The homebuilding industry is experiencing a prolonged and severe downturn that may continue for an indefinite period and adversely affect our business and results of operations compared to prior periods.operations.
 
In recent years, many of our served markets and the U.S. homebuilding industry as a whole have experienced a significant and sustained decrease in demand for new homes and an oversupply of new and existing homes available for


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sale, conditions that generally began in 2006. In many markets,mid-2006. As a rapid increase in newresult, sincemid-2006, compared to the period from 2000 through 2005, we and existing home prices in the years leading up to and including 2006 reduced housing affordability relative to consumer incomes and tempered buyer demand. At the same time, investors and speculators reduced their purchasing activity and instead stepped up their efforts to sell residential property they had earlier acquired. These trends, whichother homebuilders have been more pronounced in markets that hadgenerally experienced the greatest levels of price appreciation, have resulted in overall fewer home sales and greater volatility in the cancellations of home purchase agreementscontracts by buyers,homebuyers, and faced higher inventories of unsold homes and the increased use by homebuilders, speculators, investors and others of discounts, incentives, price concessions and other marketing efforts by sellers of new and existing homes to close sales, putting downward pressure on home sales since 2006, compared to the several years leading up toselling prices, revenues and including 2006.profitability. These negative supply and demand trends have been exacerbated since 2008 by increasing salesa number of lender-owned homes,factors, including (a) a severe and persistent downturn in general economic and employment conditions rising unemployment, turmoilthat, among other things, has further tempered consumer demand and confidence for buying homes; (b) increasing residential consumer mortgage loan foreclosure and short sales activity and sales of lender-owned homes; (c) volatility and uncertainty in credit and consumer lending markets, including from voluntary and involuntary delays by financial institutions in finalizing residential consumer mortgage loan foreclosures and increasing demands from investors for lenders, residential consumer mortgage loan brokers and other institutions, or their agents, to repurchase the residential consumer mortgage loans or securities backed by residential consumer mortgage loans that they originated, issued or administer; (d) generally tighter lending standards.standards for residential consumer mortgage loans; and (e) the termination, expiration or scaling back of homebuyer tax credits and other government programs supportive of home sales. It is uncertain when, and to what extent, these housing industry trends and factors might reverse or improve.
 
Reflecting the impact of this difficult operating environment, we, like many other homebuilders, have experienced to varying degrees since the housing market downturn began, declines in net orders, decreases in the average selling price of new homes we have sold and delivered and reduced revenues and margins relative to prior years,the period from 2000 through 2005, and we have generated operating losses. Though we have seen some improvementimproved our operating margins and narrowed our net loss in net orders2010 compared to 2009, and margins in 2009,housing affordability is currently at historically high levels overall, we can provide no assurances that the homebuilding marketindustry or our business will improve substantially or at all in the near future.2011. If economic conditions, employment, personal income growth and employmentconsumer confidence remain weak and residential consumer mortgage loan foreclosures, delinquencies and short sales continue rising in 2010,future periods, there would likely be a corresponding adverse effect on our business and our results of operations, including, but not limited to, the number of homes delivered andwe deliver, the amount of revenues we generate.generate and our ability to achieve or maintain profitability.
 
Further tightening of residential consumer mortgage lending or mortgage financing requirements or further turmoilvolatility in credit and mortgageconsumer lending markets could adversely affect the availability of creditresidential consumer mortgage loans for some potential purchasers of our homes and thereby reduce our sales.
 
In recent years,Since 2008, the residential consumer mortgage lending and mortgage finance industries have experienced significant instability due to, among other things, relatively high rates of delinquencies, defaults and foreclosures on homeresidential consumer mortgage loans and a resulting decline in their market value particularly subprime and adjustable-ratethe market value of securities backed by such loans. The delinquencies, defaults and foreclosures have been driven in part by persistent poor economic and employment conditions, which have negatively affected borrowers’ incomes, and by a decline in the values of many existing homes in various markets below the principal balance of the residential consumer mortgage loans secured by such homes. A number of providers, purchasers and insurers of residential consumer mortgage loans and residential consumer mortgage-backed securities have gone out of business or exited the market. In light of these developments,market, and lenders, investors, regulators and others have questioned the oversight and the adequacy of lending standards and other credit requirements for several residential consumer mortgage loan programs made available to borrowers in recent years. Thisyears, including programs offered or supported by the Federal Housing Administration (“FHA”), the Veterans Administration (“VA”) and the federal government sponsored enterprises, the Federal National Mortgage Association (also known as “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (also known as “Freddie Mac”). Compared to prior periods, this has led to reduced investor demand for residential consumer mortgage loans and residential consumer mortgage-backed securities, tightened credit requirements, reduced liquidity and availability of residential consumer mortgage loan products (particularly subprime and nonconforming loans), and increased down payment requirements and credit risk premiums related to home purchases. It has also led to enhanced regulatory and regulatorylegislative actions, including greaterand government purchases programs focused on modifying the principal balances, interest ratesand/or insurance payment terms of existing residential consumer mortgage loans and mortgage-backed securities. Deteriorationpreventing residential consumer mortgage loan foreclosures, which have achieved somewhat mixed results.
The reduction in credit quality among subprime, adjustable-rate and other nonconforming loans has caused most lenders to stop offering such loan products. Fewerthe availability of residential consumer mortgage loan products and providers and tighter residential consumer mortgage loan qualifications in turn, makeand down payment requirements have made it more difficult for some categories of


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borrowers to finance the purchase of our homes or the purchase of existing homes from potentialmove-up buyers who wish to purchase one of our homes. In general,Overall, these developmentsfactors have resulted in reduced demand for our homes and slowed any general improvement in the housing market. Furthermore,market, and they have resulted in volatile home purchase cancellation rates and reduced demand for our homes and for residential consumer mortgage loans originated through our KB HomeKBA Mortgage joint venture and a corresponding decline in origination-related fee income.venture. These reductions in demand have had a materially adverse effect on our business and results of operations in 20092010 that is expected to continue in 2010.2011.
Potentially exacerbating the foregoing trends, in 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law and established several new standards and requirements (including risk retention obligations) relating to the origination, securitizing and servicing of, and consumer disclosures for, residential consumer mortgage loans. These new standards and requirements are expected to further reduce the availability ofand/or increase the costs to borrowers to obtain such loans. Federal regulators and legislators are also discussing steps that may significantly reduce the ability or authority of the FHA, Fannie Mae and Freddie Mac to purchase or insure residential consumer mortgage loans. In the last few years, the FHA, Fannie Mae and Freddie Mac have purchased or insured substantially all new residential consumer mortgage loans originated by lenders, including KBA Mortgage. Also in 2010, and as noted above, investors in residential consumer mortgage-backed securities, as well as Fannie Mae and Freddie Mac, increasingly demanded that lenders, brokers and other institutions, or their agents, repurchase the loans underlying the securities based on alleged breaches of underwriting standards or of representations and warranties made in connection with transferring the loans. These “put-back” demands are expected to continue into 2011 and, to the extent successful, could cause lenders and brokers to further curtail their residential consumer mortgage loan origination activities due to reduced liquidity. Concerns about the soundness of the residential consumer mortgage lending and mortgage finance industries have also been heightened recently due to allegedly widespread errors by lenders or brokers, or their agents, in the processing of residential consumer mortgage loan foreclosures and sales of foreclosed homes, leading to voluntary or involuntary delays and higher costs to finalize foreclosures and foreclosed home sales, and greater court and regulatory scrutiny. In addition to having a potential negative impact on the origination of new residential consumer mortgage loans, these disruptions in residential consumer mortgage loan foreclosures and lender-owned home sales may make it more difficult for us to accurately assess the supply of and prevailing prices for unsold homesand/or the overall stability of particular housing markets.
 
Many of our homebuyers obtain financing for their home purchases from KB Home Mortgage.our KBA Mortgage joint venture. Our partner, a Bank of America, N.A. subsidiary, provides the loan products that the joint venture offers to our homebuyers. If, due to higher costs, reduced liquidity, heightened risk retention obligationsand/or new operating restrictions or regulatory reforms related to or arising from compliance with the Dodd-Frank Act, residential consumer mortgage loan put-back demands or internal or external reviews of its residential consumer mortgage loan foreclosure processes, or other factors or business decisions, our partner refuses or is unable to make loan products available to the joint venture to provide to our homebuyers, our home sales and our homebuilding and financial services results of operations may be adversely affected. For instance, in the fourth quarter of 2010, stricter lending standards led to an increase in our cancellation rate compared to the fourth quarter of 2009. The degree to which this more cautious approach to providing loans to our homebuyers continues into 2011 is unclear, and we can provide no assurance that the trend of tighter residential consumer mortgage lending standards will slow or reverse in the foreseeable future.


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Our strategies in responding to the adverse conditions in the homebuilding industry have had limited success, and the continued implementation of these and other strategies may not be successful.
 
While we have been successful in generating positive operating cash flow and reducing our inventories in recent years,since the housing downturn began, we have done so at significantly reduced gross profit levels and, until 2010, have incurred significant asset impairment charges compared to prior periods.the period from 2000 through 2005. Moreover, many of our strategic initiatives during the housing downturn to generate cash and reduceimprove our inventoriesoperating efficiency have involved lowering overhead through workforce reductions, for which we incurred significant costs, and reducing our active community countscount through strategic wind downs, reduced investments or market exits, curbs in development and sales of land interests. These strategic steps have resulted in our generating to varying degrees fewer net orders, homes delivered and revenues compared to prior periods before the housing downturn began, and have contributed to the net losses we have recognized in recent years. Though
In an effort to generate higher revenues and restore and maintain our homebuilding operations’ profitability, beginning in late 2008 and continuing through 2010, we have seen some improvement inrolled out new, more flexible product designs, includingThe


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Open Series, and we continued to take steps to reduce our selling, general and administrative expenses, and to redeploy our capital into housing markets with perceived higher future growth prospects.
These integrated strategic steps helped us narrow our net orders for 2009,losses and improve our operating margins in each quarter of 2010 compared to the corresponding year-earlier periods. However, there can be no assurance that positive net orderthese trends will continue in 2011 or at all, that we will successfully increase our average active community count and inventory base with desirable land assets at a reasonable cost, or that we will achieve or maintain profitability in the near future. In addition, notwithstanding our sales strategies, we have experienced volatility in our net orders and in cancellations of home purchase contracts by buyers throughout the present housing downturn, including in recent years.2010. We believe that theour volatile net order and cancellation rateslevels have largely reflected weak homebuyer confidence based ondue to sustained home sales price declines, increased offerings of sales incentives in the marketplace for both new and existing homes, tightened residential consumer mortgage lending standards, and generally poor economic and employment conditions, all of which have prompted homebuyers to forgo or delay home purchases. Additional volatility arose in 2010 with the April 30 expiration of the federal homebuyer tax credit, which likely pulled demand forward to the first two quarters of the year and led to a drop in net orders and customer traffic in the periods that followed. The more restrictiverelatively tight consumer mortgage lending environment and the inability of some buyershomebuyers to sell their existing homes have also led to lower demand for new homes and cancellations.to volatility in home purchase contract cancellations for us and the homebuilding industry. Many of these factors affecting newour net orders and cancellation rates, and the related market dynamics that put downward pressure on our average selling prices, are beyond our control. It is uncertain how long and to what degree these factors, and the reduced sales levelsvolatility in net orders and volatility inhome purchase contract cancellations we have experienced, will continue. To the extent that they do, and to the extent that they depress our average selling prices, we expect that they will have a negative effect on our business and our results of operations.
 
Our business is cyclical and is significantly affected by changes in general and local economic conditions.
 
Our businessresults of operations can be substantially affected by adverse changes in general economic or business conditions that are outside of our control, including changes in:
 
 • 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, among other factors;
• the availability and pricing of 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 federalgovernment residential consumer mortgage financingloan programs, and federal and state regulation of lending and appraisal practices;
 
 • federal and state personal income tax rates and provisions, including provisions for the deduction of residential consumer mortgage loan interest payments;
• housing demand from population growthpayments and demographic changes, among other factors;expenses;
 
 • the supply of and prices for available new or existing homes (including lender-owned homes acquired through foreclosures and short sales) and other housing alternatives, such as apartments and other residential rental property;
 
 • employment levelshomebuyer interest in our current or new product designs and jobcommunity locations, and personal income growth;general consumer interest in purchasing a home compared to choosing other housing alternatives; and
 
 • real estate taxes.
 
Adverse changes in these conditions may affect our business nationally or may be more prevalent or concentrated in particular regions or localities in which we operate. In recent years, unfavorable changes in many of these factors negatively affected all of our served markets, and we expect the widespread nature of the present housing downturn in the housing market to


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continue into 2010. A continued downturn2011. Continued weakness in the economy, and employment levels and consumer confidence would likely worsenexacerbate the unfavorable trends the housing market has experienced since 2006.
Weather conditions and natural disasters, such as earthquakes, hurricanes, tornadoes, floods, droughts, fires and other environmental conditions, can also impair our homebuilding business on a local or regional basis. Civil unrest or acts of terrorism can also have a negative effect on our business.mid-2006.
 
Fluctuating lumber prices and shortages, as well as shortages or price fluctuations in other building materials or commodities, can have an adverse effect on our business. Similarly,Inclement weather, natural disasters, such as earthquakes, hurricanes, tornadoes, floods, droughts, fires and other environmental conditions, and labor shortages or disruptions among key trades, such as carpenters, roofers, electricians and plumbers, can delay the delivery of our homes andand/or increase our costs. Civil unrest or acts of terrorism can also have a negative effect on our business.
 
The potential difficulties described above can cause demand and prices for our homes to diminishfall or cause us to take longer and incur more costs to build our homes. We may not be able to recover these increased costs by raising prices


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because of market conditions and because the price of each home we sell is usually set several months before the home is delivered, as our customers typically sign their home purchase contracts before construction begins. The potential difficulties described above could causealso lead some homebuyers to cancel or refuse to honor their home purchase contracts altogether. In fact, reflectingReflecting the difficult conditions in our served markets and the impact of the termination, expiration or scaling back of homebuyer tax credits and other government programs supportive of home sales, we have experienced volatilevolatility in our net orders and in home purchase contract cancellation ratescancellations in recent years, and we may experience similar or increased volatility in 2010.2011.
 
Supply shortages and other risks related to demand for building materialsand/or skilled labor could increase costs and delay deliveries.
 
There is a high level of competition in the homebuilding industry for skilled labor and building materials. Increased costs or shortages in building materials or skilled labor could cause increases in construction costs and construction delays. We generally are unable to pass on increases in construction costs to customershomebuyers who have already entered into home purchase contracts, as the purchase contracts generally fix the price of the home at the time the contract is signed, and may be signed well in advance of when construction commences. Further, we may not be able to pass on increases in construction costs because of market conditions. Sustained increases in construction costs due among other things, to pricing competition for materials and skilled labor and higher commodity prices (including prices for lumber, metals and other building material inputs), among other things, may, over time, decrease our margins.
 
Changes in global or regional environmental conditions and governmental actions in response to such changes may adversely affect us by increasing the costs of or restricting our planned or future residential development activities.
There is growing concern from the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases and other human activities will cause significant changes in weather patterns and increase the frequency and severity of natural disasters. An increased frequency or duration of extreme weather conditions and environmental events could limit, delayand/or increase the costs to build new homes and reduce the value of our land and housing inventory in locations that become less desirable to consumers or blocked to development. Projected climate change, if it occurs, may exacerbate the scarcity of water and other natural resources in affected regions, which could limit, prevent or increase the costs of residential development in certain areas. In addition, government mandates, standardsand/or regulations intended to mitigate or reduce greenhouse gas emissionsand/or projected climate change impacts could result in increased energy, transportation and raw material costs that make building materials less available or more expensive, or cause us to incur compliance expenses and other financial obligations to meet permitting or development- or construction-related requirements that we will be unable to fully recover (due to market conditions or other factors), and reduce our margins. As a result, climate change impacts, and laws and construction standards,and/or the manner in which they are interpreted or implemented, to address potential climate change impacts, could increase our costs and have a long-term adverse impact on our business and results of operations. This is a particular concern with respect to our West Coast reporting segment as California has instituted some of the most extensive and stringent environmental laws and residential building construction standards in the country.


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Inflation may adversely affect us by increasing costs that we may not be able to recover, particularly if sales prices decrease.
 
Inflation can have an adverse impact on our consolidated results of operations because increasing costs for land, building materials and skilled labor may callraise a need for us to increase home salesselling prices to maintain satisfactory margins. In 2010, worldwide demand for certain commodities and monetary policy actions have led to price increases for raw materials that are used in construction, including lumber and metals. These pricing trends are expected to continue into 2011 and, in combination with Federal Reserve policies and programs designed to boost economic growth, may lead to a general increase in inflation. However, if the current challenging and highly competitive conditions in the housing market persist, we may not be able to increase, and may need to decrease, our home selling prices in an attempt to help stimulate sales. OurIf determined necessary, our lowering of home selling prices, in addition to impacting our margins, may also reduce the value of our land inventory, including the assets we purchased in 2010 pursuant to our strategic land acquisition initiative, and make it more difficult for us to recover the full cost of previously purchased land with home selling prices or, if we choose, in disposing of land assets. In addition, depressed land values may cause us to abandon and forfeit deposits on land option contracts if we cannot satisfactorily renegotiate the purchase price of the optioned land. We may incur noncash charges against our earnings for inventory impairments if the value of our owned inventory is reduced or for land option contract abandonments if we choose not to exercise land option contracts.contracts, and these charges may be substantial as has occurred in certain periods during the present housing downturn.
 
Reduced home sales may impair our ability to recoup development costs or force us to absorb additional costs.
 
We incur many costs even before we begin to build homes in a community. Depending on thea land parcel’s stage of development when acquired, these include costs of preparing land, finishing and entitling lots, and installing roads, sewage and other utilities, as well as taxes and other costs related to ownership of the land on which we plan to build homes. In addition, local municipalities may impose requirements resulting in additional costs. If the rate at which we sell and deliver homes slows or falls, which has occurred throughout the present housing market downturn, we may incur additional costs and it will take a longer period of time for us to recover our costs. Also,costs, including the costs we frequently acquireincurred in 2010 to purchase assets pursuant to our strategic land acquisition initiative. Furthermore, due to market conditions during the current housing downturn, we have abandoned some options to purchase land, and make deposits that may be forfeited if we do not exercise the options within specified periods. Because of current market conditions, we have strategically terminated some of these options, resulting in the forfeiture of deposits and unrecoverable due diligence and development costs.
 
The value of the land and housing inventory we own or control may fall significantly and our profitsprofitability may decrease.
 
The value of the land and housing inventory we currently own or control depends on market conditions, including estimates of future demand for, and the revenues that can be generated from, suchthis inventory. The market value of our land inventory can vary considerably because there is often a significant amount of time between our initial acquisition or optioning of land and the delivery of homes on that land. The downturn in the housing market,downturn, which has significantlygenerally depressed home sales and selling prices, has caused the fair value of certain of our owned or controlled inventory to fall, in some cases well below the estimated fair value at the time we acquired it. Because ofThrough our periodic assessments of fair value, we have been required to write down the carrying value of certain of our inventory, including inventory that we have previously written down, and takerecord corresponding noncash charges against our earnings to reflect the impaired value. We have also abandonedtaken noncash charges in connection with abandoning our interests in certain landoptioned inventory that no longer meets our internal investment standards, which also required usor marketing standards. Although the magnitude of such noncash charges diminished significantly in 2010 compared to take noncash charges. Ifprior periods, if the current downturn in the housing marketdownturn continues, we may need to take additional charges against our earnings for inventory impairments or land option contract abandonments, or both. Any such noncash charges would have an adverse effect on our consolidated results of operations.operations, including our ability to achieve or maintain profitability.


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Some homebuyers may cancel their home purchases because the required deposits are small and generally refundable.
 
Our backlog information reflects the number of homes for which we have entered into a purchase contract with a customer,homebuyer, but not yet delivered the home. Our home purchase contracts typically require only a small deposit, and in many states,some circumstances, the deposit is fully refundable at any time prior to closing. If the prices for new homes decline, competitors increase their use of sales incentives, interest rates increase, the availability of residential consumer mortgage financing diminishes or there is continued weakness or a further downturn in local or regional economies or the national economy homebuyersand in consumer confidence, customers may terminate their existing home purchase contracts with us because they have been unable to


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finalize their mortgage financing for the purchase, or in order to attempt to negotiate for a lower price, explore other options or becausefor other reasons they cannot,are unable or become reluctantunwilling to complete the purchase. In recent years, we have experienced elevated and volatile cancellation rates,home purchase contract cancellations, in part because of these reasons. Elevatedreasons and, as discussed above, in part due to the April 30, 2010 expiration of the federal homebuyer tax credit. To the extent they continue, volatile cancellation rateshome purchase contract cancellations due to these conditions, or otherwise, could have an adverse effect on our business and our results of operations.
 
Our long-term success depends on the availability of improvedfinished lots and undeveloped land that meet our land investment criteria.
 
The availability of finished and partially developedfinished lots and undeveloped land for purchaseassets that meet our internal investment and marketing standards depends on a number of factors outside of our control, including land availability in general, climate conditions, competition with other homebuilders and land buyers for desirable property, credit market conditions, legal or government agency processes (particularly for land assets that are part of bankruptcy estates or are held by financial institutions taken over by government agencies), inflation in land prices, zoning, allowable housing density, our ability and the costs to obtain building permits, the amount of environmental impact fees, property tax rates and other regulatory requirements. Should suitable lots or land become less available, the number of homes we may be able to build and sell could be reduced, and the cost of attractive land could increase, perhaps substantially, which could adversely impact our results of operations including, but not limited to, our margins, and our ability to maintain ownership or control of a three-to-four yearsufficient supply of developed or developable land inventory. The availability of suitable land assets will also affect the success of the land acquisition strategy we initiated in 2010, and if we decide to reduce our acquisition of new land due to a lack of available assets that meet our standards, our ability to increase our average community count and revenues and to achieve or maintain profitability would likely be constrained.
 
Home prices and sales activity in the particular markets and regions in which we do business affect our results of operations because our business is concentrated in these markets.
 
Home selling prices and sales activity in some of our key served markets have declined from time to time for market-specific reasons, including adverse weather, high levels of foreclosures, and lack of affordability or economic contraction due to, among other things, the failure or decline of key industries and employers. If home selling prices or sales activity decline in one or more of our key served markets, particularly in Arizona, California, Florida, Nevada or Texas, our costs may not decline at all or at the same rate and, as a result, our overall results of operations may be adversely affected.
 
Interest rate increases or changes in federal lending programs or regulationregulations could lower demand for our homes.
 
Nearly all of our customers finance the purchase of their homes. Prior to 2006,Before the housing downturn began, historically low interest rates and the increased availability of specialized residential consumer mortgage loan products, including mortgage products requiring no or low down payments, and interest-only and adjustable-rate mortgages,residential consumer mortgage loans, made homebuyingpurchasing a home more affordable for a number of customers and more available to customers with lower credit scores. Increases in interest rates or decreases in the availability of residential consumer mortgage loan financing or of certain residential consumer mortgage loan products or programs may, as discussed above, may lead to fewer residential consumer mortgage loans being provided, higher down payment requirements or monthly mortgageborrower costs, or a combination of the foregoing, and, as a result, reduce demand for our homes.
Increased interest rates can also hinder our ability to realize our backlog becausehomes and increase our home purchase contracts provide our customers with a financing contingency. Financing contingencies allow customers to cancel their home purchase contracts in the event they cannot arrange for adequate financing.contract cancellation rates.
 
As a result of the turbulencevolatility and uncertainty in the credit markets and in the residential consumer mortgage lending and mortgage finance industry inindustries since 2008, the federal government has taken on a significant role in supporting residential consumer mortgage lending through its conservatorship of the Federal National Mortgage Association (also known as Fannie Mae)Mae and the Federal Home Loan Mortgage Corporation (also known as Freddie Mac),Mac, both of which purchase home mortgagesor insure residential consumer mortgage loans and residential consumer mortgage-backed securities, originated by mortgage lenders, and its insurance of mortgages originated by lendersresidential consumer mortgage loans through the Federal Housing Administration (“FHA”)FHA and the Veterans Administration (“VA”).VA. FHA-backing of mortgagesresidential consumer mortgage loans has recently been particularly important to the residential consumer mortgage finance industry and to our business. In 2009, 63%2010, approximately 62% of our homebuyers (compared to approximately 63% in 2009) that chose to finance with KB Homeour KBA Mortgage joint venture purchased a home using aan FHA-backed loan. In addition, the Federal Reserve has purchased a sizeable amount of mortgage-backed securities in part to stabilize mortgage interest rates and to support the market for mortgage-backed securities. The availability and affordability of residential consumer mortgage loans, including the consumer interest rates for such loans, could be adversely affected by a curtailmentscaling back or ceasingtermination of the federal government’s mortgage-related programs or policies. The Federal Reserve,For example, in October 2010, the FHA instituted higher mortgage insurance premiums to help address its low cash reserves and imposed new minimum credit scores and higher down payment requirements for example, has announced that it expects to end its purchases of mortgage-backed securities in earlyborrowers with lower credit scores for


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2010. The FHA recently reported that its cash reserves have fallen below legal requirements due primarily to defaults on mortgages it has insured and, as a result, it has and may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higherthe residential consumer mortgage insurance premiums and other costsand/or limit the number of mortgagesloans it insures. DueIn addition, due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the residential consumer mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels.
 
Because the availability of Fannie Mae,Mae-, Freddie Mac,Mac-, FHA- and VA-backed residential consumer mortgage loan financing is an important factor in marketing and selling many of our homes, any limitations or restrictions in the availability of such government-backed financing could reduce our home sales and adversely affect our results of operations, including the income we earn from KB Home Mortgage.our equity interest in our KBA Mortgage joint venture due to lower levels of residential consumer mortgage loan originations.
 
Tax law changes could make home ownership more expensive or less attractive.
 
SignificantUnder current tax law and policy, significant expenses of owning a home, including residential consumer mortgage loan interest expensecosts and real estate taxes, generally are deductible expenses for the purpose of calculating an individual’s federal, and in some cases state, taxable income, subject to various limitations, under current tax law and policy.limitations. If the federal government or a state government changes income tax laws, as some policy makers and a presidential commission have discussed,proposed, by eliminating or substantially reducing these income tax benefits, the after-tax cost of owning a new home wouldcould increase substantially. This could adversely impact demand forand/or sales prices of new homes.homes, as could increases in personal income tax rates.
 
Moreover, in 2009,early 2010, our home sales increased in part because of a federal and statehomebuyer tax creditscredit made available to certain qualifying homebuyers. Thesehomebuyers until April 30. The expiration of this homebuyer tax credits are expected to be eliminated or curtailed in 2010,which couldcredit adversely affectaffected our net orders, home purchase contract cancellation rates, customer traffic levels and results of operations in 2010.subsequent periods of 2010, as weak consumer confidence and unfavorable economic and employment conditions caused many potential homebuyers to delay or forgo the purchase of a home. It is uncertain whether and to what degree the higher demand driven by the federal homebuyer tax credit might return, if at all.
 
We are subject to substantial legal and regulatory requirements regarding the development of land, the homebuilding process and protection of the environment, which can cause us to suffer delays and incur costs associated with compliance and which can prohibit or restrict homebuilding activity in some regions or areas.
 
Our homebuilding business is heavily regulated and subject to an increasing amount of local, state and federal regulation concerning zoning, natural and other resource protection, and other environmental impacts, building design,designs, construction methods and similar matters. These regulations often provide broad discretion to governmentalgovernment authorities that oversee these matters, which can result in unanticipated delays or increases in the cost of a specified development project or a number of projects in particular markets. We may also experience periodic delays in homebuilding projects due to building moratoria and permitting requirements in any of the areaslocations in which we operate.
 
WeIn addition, we are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the environment, and in 2008 we entered into a consent decree with the EPA and certain states concerning our storm water pollution prevention practices. TheseAs noted above with respect to potential climate change impacts, these laws and regulations, the enactment and/or implementation of new environmental laws or regulations,evolving interpretations thereof, and the EPA consent decree may cause delays in our construction and delivery of new homes, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in certain regions or areas.
 
In addition, environmentalEnvironmental laws may also impose liability for the costs of removal or remediation of hazardous or toxic substances whether or not the developer or owner of the property knew of, or was responsible for, the presence of those substances. The presence of those substances on our properties may prevent us from selling our homes and we may also be liable, under applicable laws and regulations or lawsuits brought by private parties, for hazardous or toxic substances on properties and lots that we have sold in the past.
 
Further, a significant portion of our business is conducted in California, one of the most highly regulated and litigious states in the country. Therefore, our potential exposure to losses and expenses due to new laws, regulations or litigation may be greater than other homebuilders with a less significant California presence.
 
The residential consumer mortgage banking operations of KB Homeour KBA Mortgage joint venture are heavily regulated and subject to the rules and regulations promulgatedissued by a number of governmentalgovernment and quasi-governmentalquasi-government agencies. There are a


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number of federal and state statutes and regulations which, among other things, prohibit discrimination, impose various disclosure obligations, establish underwriting guidelines that include verifying prospective borrowers’ incomes and obtaining property inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts. As discussed above, the recently enacted Dodd-Frank Act imposed additional standards and obligations with respect to the origination, securitizing and servicing of residential consumer mortgage loans. A finding that KB HomeKBA Mortgage materially violated any of the foregoing lawsand/or the additional costs it may incur in complying with such laws or to address any violations thereof could have an adverse effect on our results of operations to the extent it impacts the income we earn from our equity interest in the joint venture.KBA Mortgage.
 
We are subject to a consent order that we entered into with the Federal Trade Commission in 1979 and related consent decrees that were entered into in 1991 and 2005. Pursuant to the consent order and the related consent decrees,


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we provide explicit warranties on the quality of our homes, follow certain guidelines in advertising and provide certain disclosures to prospective purchasers of our homes. A finding that we have significantly violated the consent orderand/or the related consent decrees could result in substantial liabilities or penalties and could limit our ability to sell homes in certain markets.
 
HomebuildingThe homebuilding industry and financial serviceshousing market are very competitive, and competitive conditions could adversely affect our business or our financial results.
 
The homebuilding industry is highly competitive. Homebuilders compete not only for homebuyers, but also for desirable land assets, financing, building materials, and skilled management talent and trade labor. We compete in each of our served markets with other local, regional and national homebuilders, oftenincluding within larger subdivisions containing portionssections designed, planned and developed by such homebuilders. TheseOther homebuilders may also have long-standing relationships with local labor, materials suppliers or land sellers in certain areas, which may provide an advantage in their respective regions or local markets. We also compete with other housing alternatives, such as existing home sales (includinglender-owned homes acquired through foreclosure or short sales) and rental housing. The competitive conditions in the homebuilding industry can result in:
 
 • our delivering fewer homes;
 
 • our selling homes at lower prices;
 
 • our offering or increasing sales incentives, discounts or price concessions;concessions for our homes;
 
 • our experiencing lower profit margins;
 
 • declining newour selling fewer homes or experiencing higher home sales or increasingpurchase contract cancellations by homebuyers of their home purchase contracts with us;buyers;
 
 • impairments in the value of our land inventory and other assets;
 
 • difficulty in acquiring desirable land assets that meetsmeet our investment return criteria, and in selling our interests in land assets that no longer meet such criteria on favorable terms;
 
 • difficulty in our acquiring raw materials and skilled management and trade labor at acceptable prices; or
 
 • delays in the construction of our homes.homes; and/or
• difficulty in securing external financing, performance bonds or letters of credit facilities on favorable terms.
 
These competitive conditions may adversely affect our business and financial results by decreasing our revenues, impairing our ability to successfully execute our land acquisition and land asset management strategies, increasing our costsand/or diminishing growth in our local or regional homebuilding business.businesses. In the currentpresent housing downturn, in the homebuilding industry, actions taken by our new home and housing alternative competitors are reducing the effectiveness of our efforts to achieve pricing stability in home selling prices, to generate higher home sales, revenues and reducemargins, and to achieve and maintain profitability.


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Our ability to attract and retain talent is critical to the success of our inventory levels.business and a failure to do so may materially adversely affect our performance.
Our officers and employees are an important resource, and we see attracting and retaining a dedicated and talented team to execute our KBnxt operational business model as crucial to our ability to achieve and maintain an advantage over other homebuilders. We face intense competition for qualified personnel, particularly at senior management levels, from other homebuilders, from other companies in the housing and real estate industries, and from companies in various other industries with respect to certain roles or functions. Moreover, the prolonged housing downturn and the decline in the market value of our common stock during the downturn have made it relatively more difficult for us to attract and retain talent compared to the 2000 to 2005 period. In addition, we currently have a limited number of shares of our common stock available for grant as incentive compensation awards, and an inability to grant equity compensation to the same degree as other companies may adversely affect our talent recruitment and retention efforts. If we are unable to continue to retain and attract qualified employees, our performance and our ability to achieve and maintain a competitive advantage could be materially adversely affected.
 
Homebuilding is subject to warranty and liability claims in the ordinary course of business that can be significant.
 
In the ordinary course of our homebuilding business, we are subject to home warranty and construction defect claims. We record warranty and other liabilities for the homes we sell based primarily on historical experience in our served markets and our judgment of the risks associated with the types of homes we build. We have, and require the majority of our subcontractors to have,maintain, general liability property, errorsinsurance (including construction defect and omissions,bodily injury coverage) and workers’ compensation and other business insurance. These insurance policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-insured retentions, deductibles and other coverage limits. Through our captive insurance subsidiary, we record expenses and liabilities forbased on the estimated costs required to cover our self-insured retention and deductible amounts under theseour insurance policies, and for anyon the estimated costs of potential claims and lawsuits,claim adjustment expenses above our coverage limits or that are not covered by our policies. These estimated costs are based on an analysis of our historical claims which includesand include an estimate of construction defect claims incurred but not yet reported. Because of the uncertainties inherent to these matters, we cannot provide assurance that our insurance coverage, our subcontractor arrangements and our liabilities will be adequate to address all our warranty and construction defect claims in the future, or that any potential inadequacies will not have an adverse affect on our results of operations. Additionally, the coverage offered by and the availability of general liability insurance for construction defects are currently limited and costly. There can be no assurance that coverage will not be further restricted, increasing our risks, andand/or become more costly.
 
In 2009, we incurred additional warranty-related charges associated with the repair of approximately 230 homes primarily delivered in 2006 and 2007 and located in Florida and Louisiana that were identified as containing or suspected of containing allegedly defective drywall manufactured in China. We are continuing to review whether there are additional homes delivered in Florida Louisiana or other locations that contain or may contain this drywall material. Based on the results of our review, we have not identified any homes outside of Florida and Louisiana that contain this drywall material. Depending on the outcome of our review and our actual claims experience, we may incur additional


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warranty-related costs and further increase our warranty liability in future periods. In addition, we have been named as a defendant in one lawsuitlawsuits relating to this drywall material, and we may in the future be subject to other similar litigation or claims that could cause us to incur significant costs.
 
Because of the seasonal nature of our business, our quarterly operating results fluctuate.
 
We have experienced seasonal fluctuations in our quarterly operating results. We typically do not commence significant construction on a home before a home purchase contract has been signed with a homebuyer. Historically, a significant percentage of our home purchase contracts are entered into in the spring and summer months, and we deliver a corresponding significant percentage of our homes delivered occur in the fall and winter months. Construction of our homes typically requires approximately three to four months and weather delays that often occur in late winter and early spring may extend this period. As a result of these combined factors, we historically have experienced uneven quarterly results, with lower revenues and operating income generally during the first and second quarters of the year. During the present housing market downturn, however, we have experienced lower sales in the spring and summer months and correspondingly fewer homes delivered in the fall and winter months as compared to earlier periods.the period from 2000 through 2005. Moreover, our normal selling patterns were disrupted to a significant extent in 2010 by the federal homebuyer tax credit that was made


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available to qualifying homebuyers until April 30. The increased demand driven by the federal tax homebuyer credit in early 2010 resulted in our delivering more homes in the third quarter of 2010 and experiencing lower net orders and higher home purchase contract cancellations in our third and fourth quarters, in each case compared to a more typical seasonal pattern. With the current difficult market conditions expected to continue into 2010,2011, and the expiration of the federal homebuyer tax credit, we can make no assurances that our normalhistorical seasonal patterns will occurreturn in the near future.future if at all.
 
Failure to comply with the covenants and conditions imposed by the agreements governing our indebtedness could restrict future borrowing or cause our debt to become immediately due and payable.
 
The Credit Facility and, to a lesser degree, the indenture governing our outstanding senior notes imposeimposes restrictions on our business operations and activities. The restrictions in the Credit Facility primarily relate to cash dividends, stock repurchases, incurrence of indebtedness, creation of liens and asset dispositions, defaults with respect to other debt obligations and require maintenance of a maximum debt to equity (or leverage) ratio, a minimum interest coverage ratio, and a minimum level of tangible net worth. The indenture governing our senior notesThough it does not contain any financial maintenance covenants, but does containthe indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness;indebtedness, to engage in sale-leaseback transactions involving property or assets above a specified value; orvalue, and, as in the case of one of our outstanding senior notes, to engage in mergers, consolidations, orand sales of assets. If we fail to comply with these restrictions, or covenants, the holders of those debt instruments or the banks, as applicable,our senior notes could cause our debt to become due and payable prior to maturity or could demand that we compensate them for waiving instances of noncompliance. In addition, a default under any series of our senior notes or the Credit Facility could cause a default with respect to our other senior notes or the Credit Facility, as the case may be, and result in the acceleration of the maturity of all such defaulted indebtedness and our inability to borrow under the Credit Facility. Moreover, we may curtail our investment activities and other uses of cash to maintain compliance with these restrictions and covenants.indebtedness.
 
We participate in certain unconsolidated joint ventures where we may be adversely impacted by the failure of the unconsolidated joint venture or the other partners in the unconsolidated joint venture to fulfill their obligations.
 
We have investments in and commitments to certain unconsolidated joint ventures with unrelated strategic partners to acquire and develop land and, in some cases, build and deliver homes. To finance these activities, our unconsolidated joint ventures often obtain loans from third-party lenders that are secured by the unconsolidated joint venture’s assets. In certain instances, we and the other partners in an unconsolidated joint venture provide guarantees and indemnities to lenders with respect to the unconsolidated joint venture’s debt, which may be triggered under certain conditions when the unconsolidated joint venture fails to fulfill its obligations under its loan agreements. Because we do not have a controlling interest in these unconsolidated joint ventures, we depend heavily on the other partners in each unconsolidated joint venture to both (i)(a) cooperate and make mutually acceptable decisions regarding the conduct of the business and affairs of the unconsolidated joint venture and (ii)(b) ensure that they, and the unconsolidated joint venture, fulfill their respective obligations to us and to third parties. If the other partners in our unconsolidated joint ventures do not provide such cooperation or fulfill these obligations due to their financial condition, strategic business interests (which may be contrary to ours), or otherwise, we may be required to spend additional resources (including payments under the guarantees we have provided to the unconsolidated joint ventures’ lenders) and suffer losses, each of which could be significant. Moreover, our ability to recoup such expenditures and losses by exercising remedies against such partners may be limited due to potential legal defenses they may have, their respective financial condition and other circumstances.


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As discussed below under “Part I — Item 3. Legal Proceedings,” we are currently a party to an involuntary bankruptcy case initiated by the lenders to one of these unconsolidated joint ventures, which includes seeking to enforce a guarantee. An unfavorable outcome in this case could have a material adverse effect on our consolidated financial position and results of operations.
The downturn in the housing market and the continuation of the disruptions in the credit markets could limit our ability to access capital and increase our costs of capital or stockholder dilution.
 
We have historically funded our homebuilding and financial services operations with internally generated cash flows and external sources of debt and equity financing. However, during thisthe present housing downturn, in the housing market, we have relied primarily on the positive operating cash flow we have generated to meet our working capital needs and repay outstanding indebtedness. While we generated positive operating cash flow in 2009,recent years, principally through the receipt of federal income tax refunds, and from home and land sales and our efforts to reduce our overhead and operating expenses, the persistent weakness in the housing markets and the disruption in the credit markets since 2008 have reduced the availability and increased the costs to us of other sources of liquidity.


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Market conditions may significantly limit our ability to replace or refinance indebtedness, particularly due to the lowering of our senior debt ratings in 2009 by the three principal nationally recognized registered credit rating agencies. Pricing in the public debt markets has increased substantially, and theagencies, as discussed further below. The terms of potential future issuances of indebtedness by us may be more restrictive than the terms governing our current indebtedness.indebtedness, and the issuance, interest and debt service expenses may be higher. Moreover, due to the deterioration in the credit markets and the uncertainties that exist in the general economy and for homebuilders in particular, we cannot be certain that we would be able to replace existing financing or secure additional sources of financing, if necessary, on terms satisfactory to us or at all. In addition, the significant decline in our stock price since 2006, the ongoing volatility in the stock markets and the reduction in our stockholders’ equity relative to our debt could also impede our access to the equity markets or increase the amount of dilution our stockholders would experience should we seek or need to raise capital through issuance of equity.
 
While we believe we can meet our forecasted capital requirements from our cash resources, expected future cash flow and the sources of financing that we anticipate will be available to us, we can provide no assurance that we will be able to do so, particularly if current difficult housing or credit market or economic conditions continue or deteriorate further. The effects on our business, liquidity and financial results of these conditions could be material and adverse to us.
 
OurWe may not realize our deferred income tax assets. In addition, our net operating loss carryforwards could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.
 
Since the end of our 2007 fiscal year, we have generated significant net operating losses (“NOLs”), and we may generate additional NOLs in 2010.2011. Under federal tax laws, we can use our NOLs (and certain related tax credits) to reduce our future taxable income for up to 20 years, after which they expire for such purposes. Until they expire, we can carry forward our NOLs (and certain related tax credits) that we do not use in any particular year to reduce our taxable income in future years.years, and we have recorded a valuation allowance against net deferred tax assets representing the NOLs (and certain related tax credits) that we have generated but have not yet realized. At November 30, 2010, we had net deferred tax assets totaling $772.2 million against which we have provided a valuation allowance of $771.1 million. Our ability to realize our net deferred tax assets is based on the extent to which we generate profits and we cannot provide any assurances as to when and to what extent we will generate future taxable income to realize our net deferred tax assets, whether in whole or in part.
 
TheIn addition, the benefits of our NOLs, built-in losses and tax credits would be reduced or eliminated if we experience an “ownership change,” as determined under Internal Revenue Code Section 382 (“Section 382”). A Section 382 ownership change occurs if a stockholder or a group of stockholders who are deemed to own at least 5% of our common stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. If an ownership change occurs, Section 382 would impose an annual limit on the amount of NOLs we can use to reduce our taxable income equal to the product of the total value of our outstanding equity immediately prior to the ownership change (reduced by certain items specified in Section 382) and the federal long-term tax-exempt interest rate in effect for the month of the ownership change. A number of specialcomplex rules apply to calculating this annual limit.
 
While the complexity of Section 382’s provisions and the limited knowledge any public company has about the ownership of its publicly-traded stock make it difficult to determine whether an ownership change has occurred, we currently believe that an ownership change has not occurred. However, if an ownership change were to occur, the annual limit Section 382 may impose could result in a material amount of our NOLs expiring unused. This would significantly impair the value of our NOL assetNOLs and, as a result, have a negative impact on our consolidated financial position and results of operations.
 
DuringIn 2009, our stockholders approved an amendment to our restated certificate of incorporation that is designed to block transfers of our common stock that could result in an ownership change, and a rights agreement pursuant to which we have issued certain stock purchase rights with terms designed to deter transfers of our common stock that could result in an ownership change. However, these measures cannot guarantee complete protection against an ownership change and it remains possible that one may occur.


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A declineWe have a substantial amount of indebtedness in relation to our tangible net worth, and the resulting increase in our leverage ratio may place burdens on our ability to comply with the terms of our indebtedness,which may restrict our ability to operatemeet our operational and may prevent us from fulfilling our obligations.strategic goals.
 
As of November 30, 2010, we had total outstanding debt of approximately $1.78 billion and total stockholders’ equity of approximately $631.9 million. The amount of our debt could have important consequences. For example, it could:
 
 • limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other requirements;business needs;
• limit our ability to renew or, if necessary or desirable, expand the capacity of our 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 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;
 
 • place us at a competitive disadvantage because we have more debt than some of our competitors; and
 
 • make us more vulnerable in the event of continued weakness or a further downturn in our business or in general economic or housing market conditions.
 
Our ability to meet our debt service and other obligations will depend uponon our future performance. Our business is substantially affected by changes in economic cycles. Our revenues, earnings and cash flows vary with the level of general economic activity and competition in the markets in which we operate. Our business could also be affected by financial, political, regulatory, environmental and other factors, many of which are beyond our control. A higher interest rate on our debt could adversely affect our operating results.
 
Our business may not generate sufficient cash flow from operations and external financing may not be available to us in an amount sufficient to meet our debt service obligations, fulfill the financial or operational obligations we may have under certain unconsolidated joint venture transactions, support our letter of credit facilities (including ourcash-collateralized letter of credit facilities with various financial institutions (the “LOC Facilities”)), or to fund our other liquidity or operational needs. ShouldFurther, if a change of control occurs as defined in the indenture governing our $265.0 million of 9.1% senior notes due 2017 (the “$265 Million Senior Notes”), we would be required to offer to purchase these notes (but not our other outstanding senior notes) at 101% of their principal amount, together with all accrued and unpaid interest, if any. If we are unable to generate sufficient cash flow from operations or have external financing available to us, we may need to refinance all or a portion of our debt obligations on or before maturity, which we may not be able to do on favorable terms or at all, or raise capital through equity issuances that would dilute existing stockholders’ interests.
 
Our ability to obtain external financing could be adversely affected by a negative change in our credit rating by a third partythird-party rating agency.
 
Our ability to access external sources of financing on favorable terms is a key factor in our ability to fund our operations and to grow our business. As of the date of this report, our credit rating by both Fitch Ratings is BB-, with a stable outlook, and our credit rating by Moody’s Investor Services is B1, with a negative outlook. On July 16, 2010, Standard and Poor’s Financial Services is BB-, with both maintaining a negative outlook. On June 22, 2009, Moody’s Investor Services lowered our credit rating to B1B+ from Ba3 and also maintained aBB-, though it upgraded its outlook from negative outlook.to stable. Further downgrades of our credit rating by any of these principal nationally recognized registered credit rating agencies may make it more difficult and costly for us to access external financing.
 
We may have difficulty in continuing to obtain the additional financing required to operate and develop our business.
 
Our homebuilding operations require significant amounts of cashand/or available credit. the availability of external financing. While we terminated the Credit Facility in 2010, we established LOC Facilities in order to support certain aspects of our operations in the ordinary course of our business, including our acquisition of land assets and our development of communities. We anticipate that we will need to maintain these facilities in 2011, and, if necessary or desirable, we may in the future seek to expand their capacity or enter into additional such facilities. It is not possible to predict the future


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terms or availability of additional capital.external capital or for maintaining or, if necessary or desirable, expanding the capacity of the LOC Facilities or entering into additional such facilities. Moreover, our outstanding senior notes and the Credit Facility contain provisions that may restrict the amount and nature of debt we may incur in the future. The Credit Facility limits our ability to borrow additional funds by placing a maximum cap on our leverage ratio. Under the most restrictive of these provisions, at November 30, 2009, we would have been permitted to incur up to $1.42 billion of consolidated total indebtedness, as defined in the Credit Facility. This maximum amount exceeded our actual consolidated total indebtedness at November 30, 2009 by $873.5 million. In addition, the Credit Facility limits our ability to borrow senior indebtedness, as defined in the Credit Facility, subject to a specified borrowing base. At November 30, 2009, we would have been permitted to incur up to $2.13 billion of senior indebtedness under the Credit Facility. This maximum amount exceeded our actual total senior indebtedness at November 30, 2009 by $474.7 million. There can be no assurance that we can actually borrow up to these maximum amounts of total consolidated indebtedness or senior indebtedness at any time, as our ability to borrow additional funds, and to raise additional capital through other means, alsoor successfully maintain or, if necessary or desirable, expand the capacity of the LOC Facilities or enter into additional such facilities, each of which depends, among other factors, on conditions in the capital markets and our perceived credit worthiness, as discussed above. If conditions in the capital markets change significantly, it could reduce our ability to generate sales and may hinder our future growth and results of operations. Potential federal and state regulations limiting the investment activities of financial institutions, including regulations that have been or may be issued under the recently enacted Dodd-Frank Act, could also impact our ability to obtain additional financing and to maintain or, if necessary or desirable, expand the LOC Facilities or enter into additional such facilities, in each case on a reasonable basis.favorable terms or at all.
 
Our results of operations could be adversely affected if we are unable to obtain performance bonds.
 
In the course of developing our communities, we are often required to provide to various municipalities and other government agencies performance bonds to secure the completion of our projects.projects and to support similar development activities by certain of our unconsolidated joint ventures. Our ability to obtain such bonds and


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the cost to do so depend on our credit rating, overall market capitalization, available capital, past operational and financial performance, management expertise and other factors, including prevailing surety market conditions, which tightened in 2010 with certain providers exiting the market or substantially reducing their issuances of performance bonds, and the underwriting practices and resources of performance bond issuers. If we are unable to obtain performance bonds when required or the cost or operational restrictions or conditions imposed by issuers to obtain them increases significantly, we may not be unableable to develop or we may be significantly delayed in developing a community or communitiesand/or we may incur significant additional expenses, and, as a result, our consolidated financial position, results of operations, consolidated cash flowsand/or liquidity could be adversely affected.
 
Changes in accounting standards could affect our reported financial results.
New accounting standards or interpretations of existing standards that may become applicable to us could have a significant effect on our reported results of operations, and may also cause us to incur significant additional expenses in order to comply with them.
Item 1B.  UNRESOLVED STAFF COMMENTS  
 
None.
 
Item 2.  PROPERTIES  
 
We lease our corporate headquarters in Los Angeles, California. Our homebuilding division offices (except for our San Antonio, Texas office) and our KB Home Studios are located in leased space in the markets where we conduct business. We own the premises for our San Antonio office.
 
We believe that such properties, including the equipment located therein, are suitable and adequate to meet the needs of our businesses.
 
Item 3.  LEGAL PROCEEDINGS  
 
ERISASouth Edge, LLC Litigation
 
On March 16, 2007, plaintiffs Reba Bagley and Scott SilverDecember 9, 2010, certain lenders to South Edge, LLC, a Nevada limited liability company (“South Edge”) filed an action brought under Section 502 of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1132,Bagley et al., v. KB Home, et al.,a Chapter 11 involuntary bankruptcy petition in the United States Bankruptcy Court, District Courtof Nevada,JPMorgan Chase Bank, N.A. v. South Edge, LLC (CaseNo. 10-32968-bam). KB HOME Nevada Inc., our wholly-owned subsidiary, is a member of South Edge together with other unrelated homebuilders and a third-party property development firm. KB HOME Nevada Inc. holds a 48.5% interest in South Edge. The involuntary bankruptcy petition alleges that South Edge failed to undertake certain development-related activities and to repay amounts due on secured loans that the petitioning lenders (as part of a lending syndicate) made to South Edge in 2004 and 2007, totaling $585.0 million in initial aggregate principal amount (the


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“Loans”). At November 30, 2010, the outstanding principal balance of the Loans was approximately $328.0 million. The Loans were used by South Edge to partially finance the purchase and development of the underlying property for a residential community located near Las Vegas, Nevada. The petitioning lenders for the Central Districtinvoluntary bankruptcy — JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Crédit Agricole Corporate and Investment Bank — also filed motions to appoint a Chapter 11 trustee for South Edge, and have asserted that, among other actions, the trustee can enforce alleged obligations of California. The action was brought against us, our directors, certainthe South Edge members to purchase land parcels from South Edge resulting in repayment of our current and former officers,the Loans. On January 6, 2011, South Edge filed a motion for the court to dismiss or to abstain from the involuntary bankruptcy petition, and the boardcourt scheduled a trial that commenced on January 24, 2011 and is planned to continue until no later than February 4, 2011. The exact timing of directors committeethe court’s decision on the motion is uncertain.
We, KB HOME Nevada Inc., and the other South Edge members and their respective parent companies each provided certain guaranties to the lenders in connection with the Loans, including a limited several guaranty that, overseesby its terms, purports to guarantee the KB Home 401(k) Savings Planrepayment to the lenders of the Loans certain amounts, including principal and interest, if an involuntary bankruptcy petition is filed against South Edge that is not dismissed within 60 days or for which an order approving relief under bankruptcy law is entered (the “401(k) Plan”“Springing Repayment Guaranty”). AfterIf our Springing Repayment Guaranty were enforced, our maximum potential responsibility at November 30, 2010 would have been approximately $180.0 million in aggregate principal amount, plus a potentially significant amount for accrued and unpaid interest and attorneys’ fees in respect of the court allowed leaveLoans. This potential Springing Repayment Guaranty obligation, however, does not account for any offsets or defenses that could be available to file an amended complaint, plaintiffs filed an amended complaint adding Tolan Beck and Rod Hughes as additional plaintiffs and dismissing certain individuals as defendants. All four plaintiffs claimus to be former employeesprevent or minimize the impact of KB Home who participatedits enforcement, or any reduction in the 401(k) Plan. Plaintiffs allege on behalfprincipal balance of themselves and on behalfthe Loans arising from purchases of all others similarly situated that all defendants breached fiduciary duties owedland parcels from South Edge under authority potentially given to plaintiffs and purported class members under ERISA by failing to disclose information to and providing misleading information to participants in the 401(k) Plan about our alleged prior stock option backdating practices and by failing to remove our stock as an investment option under the 401(k) Plan. Plaintiffs allege that this breach of fiduciary duties caused plaintiffs to earn less on their 401(k) Plan accounts than they would have earned but for defendants’ alleged breach of duties.a Chapter 11 trustee (as described above) or otherwise.
 
The partiespetitioning lenders previously filed a lawsuit in December 2008 against the South Edge members and their respective parent companies (including us and KB HOME Nevada Inc.) (JP Morgan Chase Bank, N.A. v. KB HOME Nevada, et al., U.S. District Court, District of Nevada (CaseNo. 08-CV-01711 PMP)) (the “Lender Litigation”). The Lender Litigation, which, among other things, is seeking to enforce completion guaranties and also to force the litigation have reached a settlement in principle,South Edge members (including KB HOME Nevada Inc.) to purchase land parcels from and to provide certain financial and other support to South Edge, has been stayed pending the court was informedoutcome of this development on December 1, 2009. A scheduled hearing on our motion for summary judgment was taken off calendar, andthe involuntary bankruptcy petition. If the involuntary bankruptcy petition is dismissed, we expect the final settlementLender Litigation to be submittedresume.
A separate arbitration proceeding was also commenced in May 2009 to address one South Edge member’s claims for specific performance by the other members and their respective parent companies to purchase land parcels from and to make certain capital contributions to South Edge and, in the alternative, damages. On July 6, 2010, the arbitration panel issued a decision denying the specific performance claims and awarding to the courtclaimant total damages of approximately $37.0 million against all of the defendants. The parties involved have appealed the arbitration panel’s decision to the United States Courts of Appeal for approval during the monthNinth Circuit,Focus South Group, LLC, et al. v. KB HOME Nevada Inc, et al., (CaseNo. 10-17562), and the case is pending. If the appeal on the damages awarded by the arbitration panel is denied, KB HOME Nevada Inc. will be responsible for a share of February 2010.those damages.
While there are defenses to the above legal proceedings, the ultimate resolution of these matters and the timing of such resolutions are uncertain and involve multiple factors. Therefore, a meaningful range of potential outcomes cannot be reasonably estimated at this time. If unfavorable outcomes were to occur, however, there is a possibility that we could incur significant losses in excess of amounts accrued for these matters that could have a material adverse effect on our consolidated financial position and results of operations.
 
Other Matters
 
On October 2, 2009, the staff of the SEC notified us that a formal order of investigation had been issued regarding possible accounting and disclosure issues. The staff has stated that its investigation should not be construed as an indication by the SEC that there has been any violation of the federal securities laws. We are cooperating with the staff of the SEC in connection with the investigation. We cannot predict the outcome of, or the timeframe for, the conclusion of this matter.
In addition to those described in this report, we arealso involved in litigation and government proceedings incidental to our business. These proceedings are in various procedural stages and, based on reports of counsel, we believe as of the date of this report that provisions or accruals made for any potential losses (to the extent estimable) are adequate and that any liabilities or costs arising out of these proceedings are not likely to have a materially adverse effect on our consolidated financial position or results of operations. The outcome of any of these proceedings, however, is inherently uncertain, and if unfavorable outcomes were to occur, there is a possibility that they would,could, individually or in the aggregate, have a materially adverse effect on our consolidated financial position or results of operations.
 
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSREMOVED AND RESERVED
No matters were submitted to a vote of security holders during the fourth quarter of 2009 through the solicitation of proxies or otherwise.


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EXECUTIVE OFFICERS OF THE REGISTRANT
 
The following table presents certain information regarding our executive officers as of January 21,December 31, 2010:  
 
                            
     Year
 Years
         Year
 Years
    
     Assumed
 at
 Other Positions and Other
       Assumed
 at
 Other Positions and Other
  
     Present
 KB
 Business Experience within the
       Present
 KB
 Business Experience within the
  
Name 
Age
 Present Position 
Position
 
Home
 Last Five Years (a) 
From – To
 Age Present Position Position Home Last Five Years (a) From – To
Jeffrey T. Mezger  54  President and Chief
Executive Officer (b)
  2006  16 Executive Vice President and Chief Operating Officer 1999-2006  55  President and Chief
Executive Officer (b)
  2006  17 Executive Vice President and Chief Operating Officer 1999-2006
    
Wendy C. Shiba  59  Executive Vice President, General Counsel and Secretary  2007  2 Senior Vice President, Chief Legal Officer and Secretary, PolyOne Corporation (a global provider of specialized polymer materials, services and solutions) 2006-2007
Jeff J. Kaminski  49  Executive Vice President and
Chief Financial Officer
  2010   Senior Vice President, Chief Financial Officer and Strategy Board member, Federal-Mogul Corporation (a global supplier of automotive powertrain and safety technologies) 2008-2010
           Senior Vice President, Global Purchasing and Strategy Board Member, Federal-Mogul Corporation 2005-2008
  
Brian J. Woram  50  Executive Vice President, General Counsel and Secretary  2010   Senior Vice President and Chief Legal Officer, H&R Block, Inc. (a provider of tax, banking and business and consulting services) 2009-2010
           Vice President, Chief Legal Officer and Secretary, PolyOne Corporation 2001-2006           Senior Vice President, Chief Legal Officer and Chief Compliance Officer, Centex Corporation (a homebuilder and provider of mortgage banking services) 2005-2009
    
Glen W. Barnard  65  Senior Vice President, KBnxt Group  2006  11 Regional General Manager 2004-2006  66  Senior Vice President, KBnxt Group  2006  12 Regional General Manager 2004-2006
    
William R. Hollinger  51  Senior Vice President and  2007  22 Senior Vice President and Controller 2001-2006  52  Senior Vice President and  2007  23 Senior Vice President and Controller 2001-2006
      Chief Accounting Officer               Chief Accounting Officer         
    
Wendy L. Marlett  46  Senior Vice President,  2008  15 Senior Vice President of Sales and Marketing 2005-2008
      Sales, Marketing and
Communications
      Senior Vice President of Marketing and Communications 2002-2005
  
Kelly K. Masuda  42  Senior Vice President and
Treasurer
  2005  6 Senior Vice President, Capital Markets and Treasurer 2005
           Vice President, Capital Markets and Treasurer 2003-2005
  
Thomas F. Norton  39  Senior Vice President, Human Resources  2009  1 Chief Human Resources Officer, BJ’s Restaurants, Inc. (an owner and operator of national full service restaurants) 2006-2009  40  Senior Vice President, Human Resources  2009  2 Chief Human Resources Officer, BJ’s Restaurants, Inc. (an owner and operator of national full service restaurants) 2006-2009
           Senior Vice President of Human Resources, American Golf Corporation (a worldwide golf course management firm) 2003-2006           Senior Vice President of Human Resources, American Golf Corporation (a worldwide golf course management firm) 2003-2006
                            
(a)  All positions described were with us, unless otherwise indicated.
 
(b)  Mr. Mezger has served as a director since 2006.
 
There is no family relationship between any of our executive officers or between any of our executive officers and any of our directors.


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PART II
 
Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
As of December 31, 2009,2010, there were 923775 holders of record of our common stock. Our common stock is traded on the New York Stock Exchange under the ticker symbol “KBH.” The following table presents, for the periods indicated, the price ranges of our common stock, and cash dividends declared and paid per share:
 
                                
                                 Year Ended November 30, 2010 Year Ended November 30, 2009
 Year Ended November 30, 2009 Year Ended November 30, 2008     Dividends
 Dividends
     Dividends
 Dividends
     Dividends
 Dividends
     Dividends
 Dividends
 High Low Declared Paid High Low Declared Paid
 High Low Declared Paid High Low Declared Paid
                        
First Quarter $16.38  $8.70  $  .0625  $  .0625  $28.99  $15.76  $.25  $.25  $17.30  $12.54  $.0625  $.0625  $16.38  $8.70  $.0625  $.0625 
Second Quarter  19.61   7.85   .0625   .0625   28.93   19.62   .50   .25   20.13   14.07   .0625   .0625   19.61   7.85   .0625   .0625 
Third Quarter  19.00   11.15   .0625   .0625   21.93   13.16      .25   14.41   9.43   .0625   .0625   19.00   11.15   .0625   .0625 
Fourth Quarter  20.70   13.37   .0625   .0625   25.43   6.90   .0625   .0625   13.16   10.28   .0625   .0625   20.70   13.37   .0625   .0625 
 
 
The declaration and payment of cash dividends on shares of our common stock, whether at current levels or at all, are at the discretion of our board of directors, and depend upon, among other things, our expected future earnings, cash flows, capital requirements, debt structure and adjustments thereto, operational and financial investment strategy and general financial condition, and compliance with covenants contained in our Credit Facility, as well as general business conditions. In November 2008, our board of directors reduced the quarterly cash dividend on our common stock to $.0625 per share from $.25 per share.
 
The description of our equity compensation plans required by Item 201(d) of Regulation S-K is incorporated herein by reference to Part“Part III — Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersMatters” of this report.
 
We did not repurchase any of our equity securities during the fourth quarter of 2009.2010.


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Stock Performance Graph
 
The graph below compares the cumulative total return of KB Home common stock, the S&P 500 Index, the S&P Homebuilding Index and the Dow Jones Home Construction Index for the last five year-end periods ended November 30.
 
Comparison of Five-Year Cumulative Total Return
Among KB Home, S&P 500 Index, S&P Homebuilding
Index and Dow Jones Home Construction Index
 
 
The above graph is based on the KB Home common stock and index prices calculated as of the last trading day before December 1 of the year-end periods presented. As of November 30, 2009,2010, the closing price of KB Home common stock on the New York Stock Exchange was $13.55$11.30 per share. On December 31, 2009,2010, our common stock closed at $13.68$13.49 per share. The performance of our common stock depicted in the graphs above represents past performance only and is not indicative of future performance. Total return assumes $100 invested at market close on November 30, 20042005 in KB Home common stock, the S&P 500 Index, the S&P Homebuilding Index and the Dow Jones Home Construction Index including reinvestment of dividends.


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Item 6.  SELECTED FINANCIAL DATA
 
The data in this table should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and the Notes thereto. Both are included later in this report.
 
KB HOME
SELECTED FINANCIAL INFORMATION
(In Thousands, Except Per Share Amounts)
 
                                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007 2006 2005  2010 2009 2008 2007 2006 
Homebuilding:                                        
Revenues $1,816,415  $3,023,169  $6,400,591  $9,359,843  $8,123,313  $1,581,763  $1,816,415  $3,023,169  $6,400,591  $9,359,843 
Operating income (loss)  (236,520)  (860,643)  (1,358,335)  570,316   1,188,935   (16,045)  (236,520)  (860,643)  (1,358,335)  570,316 
Total assets  3,402,565   3,992,148   5,661,564   7,825,339   6,881,486   3,080,306   3,402,565   3,992,148   5,661,564   7,825,339 
Mortgages and notes payable  1,820,370   1,941,537   2,161,794   2,920,334   2,211,935   1,775,529   1,820,370   1,941,537   2,161,794   2,920,334 
                      
Financial services:                                        
Revenues $8,435  $10,767  $15,935  $20,240  $31,368  $8,233  $8,435  $10,767  $15,935  $20,240 
Operating income  5,184   6,278   11,139   14,317   10,968   5,114   5,184   6,278   11,139   14,317 
Total assets  33,424   52,152   44,392   44,024   29,933   29,443   33,424   52,152   44,392   44,024 
                      
Discontinued operations:                                        
Total assets $  $  $  $1,394,375  $1,102,898  $  $  $  $  $1,394,375 
                      
Consolidated:                                        
Revenues $1,824,850  $3,033,936  $6,416,526  $9,380,083  $8,154,681  $1,589,996  $1,824,850  $3,033,936  $6,416,526  $9,380,083 
Operating income (loss)  (231,336)  (854,365)  (1,347,196)  584,633   1,199,903   (10,931)  (231,336)  (854,365)  (1,347,196)  584,633 
Income (loss) from continuing operations  (101,784)  (976,131)  (1,414,770)  392,947   754,534   (69,368)  (101,784)  (976,131)  (1,414,770)  392,947 
Income from discontinued operations, net of income taxes (a)        485,356   89,404   69,178            485,356   89,404 
Net income (loss)  (101,784)  (976,131)  (929,414)  482,351   823,712   (69,368)  (101,784)  (976,131)  (929,414)  482,351 
Total assets  3,435,989   4,044,300   5,705,956   9,263,738   8,014,317   3,109,749   3,435,989   4,044,300   5,705,956   9,263,738 
Mortgages and notes payable  1,820,370   1,941,537   2,161,794   2,920,334   2,211,935   1,775,529   1,820,370   1,941,537   2,161,794   2,920,334 
Stockholders’ equity  707,224   830,605   1,850,687   2,922,748   2,773,797   631,878   707,224   830,605   1,850,687   2,922,748 
                      
  
Basic earnings (loss) per share:                                        
Continuing operations $(1.33) $(12.59) $(18.33) $4.99  $9.21  $(.90) $(1.33) $(12.59) $(18.33) $4.99 
Discontinued operations        6.29   1.13   .85            6.29   1.13 
                      
Basic earnings (loss) per share $(1.33) $(12.59) $(12.04) $6.12  $10.06  $(.90) $(1.33) $(12.59) $(12.04) $6.12 
                      
Diluted earnings (loss) per share:                                        
Continuing operations $(1.33) $(12.59) $(18.33) $4.74  $8.54  $(.90) $(1.33) $(12.59) $(18.33) $4.74 
Discontinued operations        6.29   1.08   .78            6.29   1.08 
                      
Diluted earnings (loss) per share $(1.33) $(12.59) $(12.04) $5.82  $9.32  $(.90) $(1.33) $(12.59) $(12.04) $5.82 
                      
  
Cash dividends declared per common share $.25  $.8125  $1.00  $1.00  $.75  $.25  $.25  $.8125  $1.00  $1.00 
                      
 
(a) Discontinued operations consist only of our former French operations, which have been presented as discontinued operations for all periods presented. Income from discontinued operations, net of income taxes, in 2007 includes a gain of $438.1 million realized on the sale of our former French operations.


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Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
RESULTS OF OPERATIONS
 
Overview.  Revenues are generated from our homebuilding operations and our financial services operations. On July 10, 2007, we sold our 49% equity interest in KBSA. Accordingly, our former French operations are presented as discontinued operations in this report. The following table presents a summary of our consolidated results of operations for the years ended November 30, 2010, 2009 2008 and 20072008 (in thousands, except per share amounts):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Revenues:                        
Homebuilding $1,816,415  $3,023,169  $6,400,591  $1,581,763  $1,816,415  $3,023,169 
Financial services  8,435   10,767   15,935   8,233   8,435   10,767 
              
Total $1,824,850  $3,033,936  $6,416,526  $1,589,996  $1,824,850  $3,033,936 
              
Pretax income (loss):                        
Homebuilding $(330,383) $(991,749) $(1,494,606) $(88,511) $(330,383) $(991,749)
Financial services  19,199   23,818   33,836   12,143   19,199   23,818 
              
Loss from continuing operations before income taxes  (311,184)  (967,931)  (1,460,770)
Total pretax loss  (76,368)  (311,184)  (967,931)
Income tax benefit (expense)  209,400   (8,200)  46,000   7,000   209,400   (8,200)
       
Loss from continuing operations  (101,784)  (976,131)  (1,414,770)
Income from discontinued operations, net of income taxes        47,252 
Gain on sale of discontinued operations, net of income taxes        438,104 
              
Net loss $(101,784) $(976,131) $(929,414) $(69,368) $(101,784) $(976,131)
              
Basic and diluted earnings (loss) per share:            
Continuing operations $(1.33) $(12.59) $(18.33)
Discontinued operations        6.29 
       
Basic and diluted loss per share $(1.33) $(12.59) $(12.04) $(.90) $(1.33) $(12.59)
              
 
During the year ended November 30, 2009, operating conditions in2010, we and the homebuilding industry remained challenging, reflectingcontinued to face a difficult operating environment amid the ongoing housing market’s prolonged and severe downturn since 2006 and the weak U.S. economy. Among the negative conditions impacting the homebuilding industry wasthat began inmid-2006. This environment, in which there is a persistent oversupply of homes available for sale (including an increasing numberand soft demand for new homes, was prolonged throughout 2010 by rising sales of lender-owned homes acquired through foreclosures and short sales), which pushed downsales, generally weak economic conditions, high unemployment, tighter mortgage lending standards and reduced credit availability, muted consumer confidence, intense competition for home sales, and the expiration on April 30 of a federal homebuyer tax credit. These negative factors undermined progress toward broad-based market stabilization and stalled any meaningful recovery in the overall U.S. housing market, despite improved affordability in several markets stemming from lower home selling prices and intensified competition. Housing markets were also negatively impacted by rising unemployment, tightened mortgage lending standards and weak consumer confidence, all of which depressed demand for housing. These negative factors were offset to varying degrees in some markets by continued improvement in housing affordability, stemming from lower selling prices, relatively low residential consumer mortgage interest rates and government homebuyer tax credit incentives.rates.
 
Although we deliveredthis environment resulted in our delivering fewer homes and, generatedconsequently, generating lower revenues in 20092010 compared to 2008,2009, we succeedednarrowed our net loss in reducing2010 by 32% due to a higher housing gross margin and lower overhead costs. In addition, we generated operating income from our pretax loss by 68% and generated higher net orders on a year-over-year basis. We believehomebuilding operations in each of the improvementslast two quarters of 2010; achievedyear-over-year improvement in our pretax lossresults in each quarter of 2010, extending a trend of such improvement to 11 consecutive quarters; and net orders arein the fourth quarter of 2010 generated pretax earnings for the first time in nearly four years. These improved results were largely due to the result of strategiesinitiatives we have put into actionplace over the past several quarters to achieve the following three primary integrated strategic goals: restore and maintain the profitability of our homebuilding operations; generate cash and maintain a strong balance sheet; restore the profitability of our homebuilding operations; and position our business to capitalize on a housing market recovery when it occurs. To advance these goals during 2009, we pursued various initiativesfuture growth opportunities. This includes continuing to enhanceexecute on our KBnxt operational productivitybusiness model; improving and rolled out nationwide redesigned and value-engineered products. This includedrefining our product offerings, includingThe Open Seriesproduct line, which is tailored, to compete with resale homes and to meet the affordability needsdemands and environmental sustainability concerns of our core customers — first-time, first move-up and active adult homebuyers. Largelyhomebuyers; aligning our overhead to current market conditions while retaining a solid growth platform through a tight focus on controlling costs, improving our operating efficiencies and monitoring local market activity levels and demographic trends; maintaining a strong and liquid balance sheet to allow us to make opportunistic investments in our business; and acquiring attractively-priced new land interests meeting our investment standards in desirable markets with perceived favorable growth prospects. We believe these initiatives we improvedhave helped position us operationally and financially to be able to generate higher future revenues and sustained profitability as and to the extent housing markets improve over time. Given the present operating environment and our housingoutlook, however, the positive trends in our gross marginsmargin and reduced our pretax lossesearnings results may not continue in each quarter of 2009,2011 or to the same degree as measured against the corresponding prior year periods, even though our average selling prices decreased in each period.2010.


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In 2010, we continued to make progress toward achieving our highest priority of restoring and maintaining the profitability of our homebuilding operations, as we narrowed our net loss on ayear-over-year basis. This result was largely driven by lower pretax, noncash charges for asset impairments and land option contract abandonments, as well as our success in expanding our housing gross margin and reducing our selling, general and administrative expenses.
Our total revenues of $1.82$1.59 billion for the year ended November 30, 2010 decreased 13% from $1.82 billion in 2009, decreasedwhich had declined 40% from $3.03 billion in 2008, which had2008. Revenues decreased 53% from $6.42 billion in 2007. Revenues declined in2010 and 2009 and 2008 primarily due to decreaseslower housing and land sale revenues. The year-over-year decrease in our housing revenues reflectingin 2010 reflected fewer homes delivered, partly offset by a higher average selling price. In 2009, the decline in housing revenues resulted from a decrease in homes delivered and a lower average selling prices. The decreasesprice. Homes delivered decreased in homes delivered in2010 and 2009 and 2008 were mainly due to our strategic reductionoperating with a strategically lower overall average active community count in the number of active communities we operated each year to align our business operations with the significantly reduced home sales activity we have experienced relativecompared to the peak levels of a few years ago.previous year, as discussed above under “Part I — Item 1. Business — Strategy.” “Active communities” are those that deliver five or more homes in a particularquarterly reporting period. Average selling prices declinedThe active community count for the year is based on the average of the quarterly reporting periods. Land sale revenues totaled $6.3 million in 2010 compared to $58.3 million in 2009, and 2008reflecting a significantly reduced volume of land sales activity.
Our overall average selling price increased in 2010 compared to 2009 primarily due to changes in community and product mix, as we delivered more homes from markets that supported higher selling prices. In 2009, our overall average selling price declined from 2008, reflecting the challenging housing market conditions and the resulting intense competition. In 2009, the lower average selling price was also due tocompetition for sales as well as our rollout of new product, includingThe Open Series,, at lower price points compared to our previous product.
 
Included in our total revenues were financial services revenues of $8.2 million in 2010, $8.4 million in 2009 and $10.8 million in 2008 and $15.9 million in 2007.2008. Financial services revenues decreased in both 2010 and 2009, and 2008 mainly due toreflecting fewer homes delivered by our delivering fewer homes.homebuilding operations.
 
We generatedposted a net loss of $69.4 million, or $.90 per diluted share, in 2010, which narrowed from our net loss of $101.8 million, or $1.33 per diluted share, in 2009. In 2010, our net loss included pretax, noncash charges of $19.9 million for inventory impairments and the abandonment of land option contracts we no longer planned to pursue, an after-tax valuation allowance charge of $26.6 million against net deferred tax assets to fully reserve the tax benefits generated from our net loss for the period, and an income tax benefit of $7.0 million, primarily associated with an increase in the carryback of our 2009 NOLs to offset earnings we generated in 2004 and 2005. The majority of the inventory impairments and land option contract abandonments in 2010 occurred during the first quarter and affected our Central and Southeast reporting segments.
In 2009, our net loss of $101.8 million, or $1.33 per diluted share, was largely due to pretax, noncash charges of $206.7 million for inventory and joint venture impairments and the abandonment of land option contracts we no longer planned to pursue.contracts. These charges reflected the continuedongoing weakness in housing market conditions, which depressed asset values. The majority of these charges were associated with our West Coast and Southeast reporting segments. The net loss in 2009 also included an income tax benefit of $209.4 million, which was primarily associated withresulted from federal tax legislation enacted in the fourth quarter of 2009. The new legislation extended the permitted carryback period for offsetting certain NOLs against earnings to up to five years, which2009 that allowed us to carry back and offset our 2009 NOL againstNOLs to offset earnings from 2005we generated in 2004 and 2004.2005. As a result, we expect to receivereceived a federal tax refund of $190.7 million in the first quarter of 2010.
Reflecting reduced inventory impairment and land option contract abandonment charges and the favorable impact of our strategies to reduce direct construction costs and increase operational efficiencies, our housing gross margin in 2009 increased to positive 6.5% from negative 7.1% in 2008 and negative 5.7% in 2007. Our housing gross margin, excluding inventory impairment and land option contract abandonment charges, increased to 15.5% in 2009, compared to 10.6% in 2008 and 13.3% in 2007.
 
In 2008, we incurred a net loss of $976.1 million, or $12.59 per diluted share, largely due to pretax, noncash charges of $748.6 million for inventory and joint venture impairments and the abandonment of land option contracts, and $68.0 million for goodwill impairments. The bulkMost of the inventory-relatedthese charges were associated with our West Coast, Southwest and Southeast reporting segments. The goodwill impairment charges in 2008 related to our Central and Southeast reporting segments, and resulted in our having no remaining goodwill at November 30, 2008. The net loss in 2008 also reflected a $355.9 million valuation allowance charge taken against net deferred tax assets to fully provide forreserve the tax benefits generated from our pretax loss for the yearperiod.
Our housing gross margin increased to 17.4% in accordance2010 from 6.5% in 2009 and negative 7.1% in 2008. We have improved our housing gross margin for the last nine consecutive quarters, as measured on a year-over-year basis. The improvement in our housing gross margin in 2010 compared to 2009 primarily reflected improved operating efficiencies, an increase in the number of homes delivered from our new products, such asThe Open Series, which are designed to be built with Accounting Standards Codification Topic No. 740, “Income Taxes” (“ASC 740”). In 2007, our continuing operations generated an after-tax loss of $1.41 billion, or $18.33 per diluted share, due to pretax, noncashlower direct construction costs, a decrease in inventory impairment and land option contract abandonment charges, of $1.41 billion for inventory and joint venture impairments and the abandonmentimpact of inventory impairment charges incurred in prior years, which lowered our land cost basis with respect to the relevant communities. In 2009, theyear-over-year increase in our housing gross margin resulted from lower inventory impairment and land option contracts,contract abandonment charges and $107.9 million for goodwill impairments recognized during the year. The majority of the inventory-relatedour strategies to reduce direct construction costs and increase our operational efficiencies. Our housing gross margin, excluding inventory impairment and land option contract abandonment charges (as described below under “Non-GAAP Financial Measures”), improved to 18.6% in 2007 related2010, compared to our West Coast15.5% in 2009 and Southwest reporting segments, and the goodwill impairments related solely to our Southwest reporting segment. Our 2007 loss from continuing operations also reflected a noncash charge of $514.2 million to establish a valuation allowance for our net deferred tax assets.
Overall, we posted a net loss of $929.4 million, or $12.04 per diluted share (including the discontinued operations)10.6% in 2007. Income from our French discontinued operations, net of income taxes, totaled $485.4 million in 2007, including a $438.1 million after-tax gain on the sale of these operations.2008.


32


 
Our backlog at November 30, 20092010 was comprised of 1,336 homes, representing projected future housing revenues of approximately $263.8 million, compared to a backlog at November 30, 2009 of 2,126 homes, representing projected future housing revenues of $422.5 million, compared to a backlog at November 30, 2008 of 2,269 homes, representing projected future housing revenues of $521.4 million. The number of homes in backlog decreased 6%declined 37% year over year, primarilyreflecting a decrease in net orders in the latter half of 2010 and an increase in the percentage of homes delivered from our backlog in the fourth quarter, partly due to the lower inventory levels we maintained and the reduced number of active communities we operated in 2009.improved construction cycle times. The potential future housing revenues in backlog declined 19%decreased 38% year over year, reflecting fewerthe lower level of homes in backlog and lower average selling prices.backlog. Net orders from our homebuilding operations increaseddeclined 21% to 6,556 in 2010 from 8,341 in 2009 from 8,274 in 2008, largely due to a 12% decrease in our overall average active community count, generally weak economic and housing market conditions, a sharp reduction in demand following the April 30, 2010 expiration of the federal homebuyer tax credit, and an increase in our cancellation rate. As a percentage of gross orders, our cancellation rate decreasedincreased to 28% in 2010, compared to 25% in 2009, compared to 41% in 2008, with each of our homebuilding segments experiencing year-over-year improvement.2009.


27


Consistent with our goal of generatingOur cash, and maintaining a strong balance sheet, we generated $349.9 million of cash flow from operating activities during 2009 and ended the year with $1.29 billion of cash and cash equivalents and restricted cash. Restricted cash consists of an interest reserve account established with the Credit Facility’s administrative agent (the “Interest Reserve Account”), as discussed further below under the heading “Liquidity and Capital Resources”.totaled $1.02 billion at November 30, 2010, compared to $1.29 billion at November 30, 2009. Our debt balance at November 30, 20092010 was $1.82$1.78 billion, down $121.2 million from $1.94$1.82 billion at November 30, 2008,2009, mainly due to the redemptionrepayment of public debt during the year, partly offset by the issuance of new public debtmortgages and the addition of debt associated with previously unconsolidated joint ventures that were consolidated during 2009. We ended 2009 with no cash borrowings outstanding under our Credit Facility. Effective December 28, 2009, we voluntarily reduced the aggregate commitment of the Credit Facility from $650.0 millionland contracts due to $200.0 million to lower costs associated with maintaining the Credit Facility.land sellers and other loans. At November 30, 2009,2010, our ratio of debt to total capital was 72.0%73.8%, compared to 70.0%72.0% at November 30, 2008.2009. Our ratio of net debt to total capital (as described below under “Non-GAAP Financial Measures”) was 54.5% at November 30, 2010 and 42.9% at November 30, 2009 and 45.4% as of November 30, 2008.2009.
 
Our inventory balance of $1.50$1.70 billion at November 30, 20092010 was 29% lower13% higher than the $2.11$1.50 billion balance at November 30, 2008.2009. This decreaseincrease primarily reflected the results of our actions to reduce inventory levels and limit land purchases to improveacquisition initiative in 2010, as discussed above under “Part I — Item 1. Business — Strategy.” Through this initiative, we ended our liquidity, as well as inventory impairment and land option contract abandonment charges incurred during 2009. We ended 20092010 fiscal year with a geographically diverse land portfolio comprised of approximately 37,50039,540 lots owned or controlled, compared to approximately 47,00037,465 lots owned or controlled at the end of 2008. We believe our strong balance sheet and streamlined land positions leave us well-positioned to capitalize on future growth opportunities as they arise.November 30, 2009.
 
HOMEBUILDING
 
We have grouped our homebuilding activities into four reportable segments, which we refer to as West Coast, Southwest, Central and Southeast. As of November 30, 2009,2010, our reportable homebuilding segments consisted of ongoing operations located in the following states: West Coast — California; Southwest — Arizona and Nevada; Central — Colorado and Texas; and Southeast — Florida, Maryland, North Carolina, South Carolina and Virginia.
 
The following table presents a summary of certain financial and operational data for our homebuilding operations (dollars in thousands, except average selling price):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Revenues:                        
Housing $1,758,157  $2,940,241  $6,211,563  $1,575,487  $1,758,157  $2,940,241 
Land  58,258   82,928   189,028   6,276   58,258   82,928 
              
Total  1,816,415   3,023,169   6,400,591   1,581,763   1,816,415   3,023,169 
              
  
Costs and expenses:                        
Construction and land costs                        
Housing  (1,643,757)  (3,149,083)  (6,563,082)  (1,301,677)  (1,643,757)  (3,149,083)
Land  (106,154)  (165,732)  (263,297)  (6,611)  (106,154)  (165,732)
              
Total  (1,749,911)  (3,314,815)  (6,826,379)  (1,308,288)  (1,749,911)  (3,314,815)
Selling, general and administrative expenses  (303,024)  (501,027)  (824,621)  (289,520)  (303,024)  (501,027)
Goodwill impairment     (67,970)  (107,926)        (67,970)
              
  
Total  (2,052,935)  (3,883,812)  (7,758,926)  (1,597,808)  (2,052,935)  (3,883,812)
              
  
Operating loss $(236,520) $(860,643) $(1,358,335) $(16,045) $(236,520) $(860,643)
              
  
Homes delivered  8,488   12,438   23,743   7,346   8,488   12,438 
  
Average selling price $207,100  $236,400  $261,600  $214,500  $207,100  $236,400 
  
Housing gross margin  6.5%  (7.1)%  (5.7)%  17.4%  6.5%  (7.1)%
  
Selling, general and administrative expenses as a percentage of housing revenues  17.2%  17.0%  13.3%  18.4%  17.2%  17.0%
  
Operating loss as a percentage of homebuilding revenues  (13.0)%  (28.5)%  (21.2)%  (1.0)%  (13.0)%  (28.5)%


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Revenues.  Homebuilding revenues totaled $1.58 billion in 2010, decreasing 13% from $1.82 billion in 2009, decreasingwhich had decreased 40% from $3.02 billion in 2008, which had decreased 53% from $6.40 billion in 2007.2008. Theyear-over-year decreases in both2010 and 2009 reflected lower housing and 2008 primarily reflected declines in housing revenues as a result of fewer homes delivered and lower average selling prices.land sale revenues.
 
Housing revenues decreased to $1.58 billion in 2010 compared to $1.76 billion in 2009 fromand $2.94 billion in 2008 and $6.21 billion2008. In 2010, housing revenues declined 10% from the previous year due to a 13% decrease in 2007.homes delivered, partly offset by a 4% increase in the average selling price. In 2009, housing revenues fell 40% from the previous year2008 due to a 32% decrease in homes delivered and a 12% decline in the average selling price. In 2008, housing revenues fell 53% from 2007 due to a 48% decrease in homes delivered and a 10% decline in the average selling price.
 
WeIn 2010, we delivered 7,346 homes, down from 8,488 homes in 2009, down from 12,438 homes in 2008, largely due to a 38%year-over-year reduction in the number of active communities we operated. Over the past several quarters, we have strategically reduced the number of active communities we operate to align our business with the significantly reduced home sales activity we have experienced relative to the peak levels of a few years ago.2009. Each of our homebuilding reporting segments delivered fewer homes in 20092010 compared to 2008,2009, with decreases ranging from 17%4% to 50%27%. Theyear-over-year decline in the total number of homes delivered in 2010 was principally due to a 12% decrease in the overall average number of active communities we operated and weak demand for new homes. This decline in our overall average active community count reflects the impact of the reduction in our community count that we undertook in prior years, although in 2010 we implemented a targeted land acquisition initiative that is designed to support future growth in our average active community count and our revenues. These actions are further discussed above under “Part I — Item 1. Business — Strategy.”
 
In 2008,2009, we delivered 12,4388,488 homes, down from 23,74312,438 homes delivered in 2007,2008, withyear-over-year decreases in each of our homebuilding reporting segments. The lower delivery volume in 20082009 compared to 20072008 was mainly due to a 38% reduction in the overall average number of active communities we operated and lower demand for new homes.operated.
 
The average selling price of our homes decreasedrose to $214,500 in 2010 from $207,100 in 2009, reflecting higher average selling prices in three of our four homebuilding reporting segments. Year over year, average selling prices increased 10% in our West Coast segment, 5% in our Central segment and 1% in our Southeast segment. In our Southwest segment, the average selling price for 2010 decreased 8% from 2009. The increase in our overall average selling price was primarily due to changes in our community and product mix, as we delivered more homes from markets that supported higher selling prices.
Our 2009 overall average selling price decreased 12% from $236,400 in 2008 reflecting lower average selling prices in each of our geographic segments.Year-over-year,as average selling prices declined 11% in our West Coast segment, 25% in our Southwest segment, 11% in our Central segment and 16% in our Southeast segment. SellingIn 2009, selling price declines, which varied depending on local market circumstances, occurred because of difficult economic and job market conditions, intense competition from homebuilders and sellers of existing homes (including lender-owned homes acquired through foreclosures and short sales), and our rollout of new product at price points lower than those of our previous product to meet consumer demand for more affordable homes.
 
Our 2008 average new home selling price decreased 10% from $261,600 in 2007.Year-over-year, average selling prices declined 18% in our West Coast segment, 11% in our Southwest segment and 12% in our Southeast segment due to the same pressures described above with respect to 2009 price decreases. The average selling price in our Central segment increased 4% in 2008 from 2007, reflecting changes in product mix.
Land sale revenues totaled $6.3 million in 2010, $58.3 million in 2009 and $82.9 million in 2008 and $189.0 million in 2007.2008. Generally, land sale revenues fluctuate with our decisions to maintain or decrease our land ownership positionsposition in certain markets based upon the volume of our holdings, our marketing strategy, the strength and number of competing developers entering particular markets at given points in time, the availability of land in markets we serve, and prevailing market conditions. Land sale revenues were more significant in 20072009 and 2008 compared to 2008 and 20092010 because we sold a highergreater volume of land that year,in those years, rather than hold it for future development, as the housing market downturn intensifiedcontinued and the land no longer fit our marketing strategy or met our investment standards.strategy.
 
Operating Loss.  Our homebuilding operationsbusiness generated operating losses of $16.0 million in 2010, $236.5 million in 2009 and $860.6 million in 2008 and $1.36 billion in 2007 due to losses from both housing operations and land sales.2008. Our homebuilding operating loss as a percentage of homebuilding revenues was negative 1.0% in 2010, negative 13.0% in 2009, and negative 28.5% in 2008 and negative 21.2% in 2007. The loss decreased2008. Homebuilding operating results improved on a percentage basis in 2010 and 2009, mainly due to the increase in our housing gross margin. In 2008, the loss increased on a percentage basis due to a decreasemargin in our housing gross margin and an increase in our selling, general and administrative expenses as a percentageeach of housing revenues.those years.
 
Within our housinghomebuilding operations, the 20092010 operating loss was primarilyprincipally due to pretax, noncash charges of $19.9 million for inventory impairments and land option contract abandonments. In 2009, our homebuilding operating loss was largely due to pretax, noncash charges of $157.6 million for inventory impairments and land option contract abandonments. The 2008 homebuilding operating loss was largely due toreflected pretax, noncash charges of $520.5 million for inventory impairments and land option contract abandonments and $68.0 million for goodwill impairments, as well as a lower margins stemming from fiercely competitive market conditions and higher overhead costs relative to the volume of homes delivered.housing gross margin. Inventory impairment charges in 2010, 2009 and 2008 were incurred as a result of persistent increases in housing supply and decreases in demand, both of which reduced achievableput downward pressure on sales prices and, in turn, asset values. In 2007, the operating loss within housing operations was driven by pretax, noncash charges of $1.18 billion for inventory impairments and land option contract abandonments and $107.9 million for goodwill impairments. The inventory-related charges in 2007 resulted from declining market conditions, which depressed new home values and sales rates in certain housing markets across the


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country. In 2009, 2008 and 2007,asset values. During these years, poor market conditions also depressed land values and led us to terminate our land option contracts on several projects that no longer met our investment and/or marketing standards.
 
Our housing gross margin improved by 10.9 percentage points to positive17.4% in 2010 from 6.5% in 2009. Our housing gross margin, excluding inventory impairment and land option contract abandonment charges, increased by 3.1 percentage points to 18.6% in 2010 from 15.5% in 2009. Theyear-over-year improvement in our housing gross margin, excluding inventory impairment and land option contract abandonment charges, reflected an increase in homes delivered from our new, value-engineered products, such asThe Open Series,which are designed to be built with lower direct construction costs, and improved operating efficiencies. Our housing gross margin in 2010 was also favorably impacted by an increase in homes delivered from communities newly opened during the year, which had a relatively lower land cost basis compared to many of our older communities; an increase in homes delivered from markets that supported higher selling prices; and the impact of inventory impairment charges incurred in prior years, which lowered our land cost basis with respect to the relevant communities. In light of the soft demand and intense competition for sales in the present operating environment, however, we may not experience similar margin improvement in 2011.
In 2009, the homebuilding operating loss was $236.5 million compared to $860.6 million in 2008. As a percentage of homebuilding revenues, our homebuilding operating loss was negative 13.0% in 2009 and negative 28.5% in 2008. The 2009 homebuilding operating loss narrowed from 2008 mainly due to an increase in our housing gross margin, which improved by 13.6 percentage points to 6.5% in 2009 from negative 7.1% in 2008. Our housing gross margin, excluding inventory impairment and land option contract abandonment charges, wasincreased by 4.9 percentage points to 15.5% in 2009 andfrom 10.6% in 2008. Theyear-over-year improvement in our housing gross margin reflectsreflected the impact of our delivering more of our new value-engineered affordable new product, such asThe Open Series, reducingwhich helped lower direct construction costs, and increasingincreased operating efficiencies, consistent with the principles of our KBnxt operational business model.efficiencies. Our margins were also favorably impacted by inventory-related charges incurred in prior periods.
 
In 2008, the homebuilding operating loss was $860.6 million compared to $1.36 billion in 2007. The operating loss in 2008 represented negative 28.5% of homebuilding revenues. In 2007, the operating loss as a percentage of homebuilding revenues was negative 21.2%. The 2008 operating loss resulted from a decrease in our housing gross margin, which fell to negative 7.1% from negative 5.7% in 2007. Our housing gross margin in 2008 was adversely impacted by pretax, noncash charges for inventory impairments and land option contract abandonments, lower average selling prices and our implementation of targeted price reductions and sales incentives in response to competitive conditions or to facilitate strategic exits from certain projects or products. Our housing gross margin, excluding inventory impairment and land option contract abandonment charges, would have been 10.6% in 2008 and 13.3% in 2007.
In 2009, our land sales generated losses of $47.9 million, including impairment charges of $10.5 million relating to future land sales. Our land sales generated losses of $.3 million in 2010, $47.9 million in 2009 and $82.8 million in 2008. The land sale losses in 2010, 2009 and 2008 and $74.3 million in 2007, includingincluded impairment charges relatingof $.3 million, $10.5 million and $86.2 million, respectively, related to planned future land sales of $86.2 million in 2008 and $74.8 million in 2007.sales.
 
We evaluate our land and housing inventory for recoverability in accordance with Accounting Standards Codification Topic No. 360, “Property, Plant, and Equipment” (“ASC 360”), whenever indicators of potential impairment exist. Based on our evaluations, we recognized pretax, noncash charges for inventory impairments of $9.8 million in 2010, $120.8 million in 2009 and $565.9 million in 2008 and $1.11 billion in 2007.2008.
 
The inventory impairment charges in all three years reflected declining asset values in certain markets due to difficultthe challenging economic and housing market conditions. Further deterioration in housing market supply and demand factors whether due to rising foreclosures, heightened competition, poor economic or employment conditions, tightened mortgage lending standards or restricted credit availability, may lead to additional impairment charges or cause us to reevaluate our strategy concerning certain assets that could result in future charges associated with land sales or the abandonment of land option contracts.
 
When we decide not to exercise certain land option contracts due to market conditionsand/or changes in our marketmarketing strategy, we write off the costs, including non-refundable deposits and pre-acquisition costs, related to the abandoned projects. We recognized abandonment charges associated with land option contracts of $10.1 million in 2010, $47.3 million in 2009 and $40.9 million in 2008 and $144.0 million in 2007.2008. Inventory impairment and land option contract abandonment charges are included in construction and land costs in our consolidated statements of operations.
 
Selling, general and administrative expenses totaled $289.5 million in 2010, down from $303.0 million in 2009, downwhich had decreased from $501.0 million in 2008, which had decreased from $824.6 million in 2007.2008. Theyear-over-year decrease in each period was driven byreflected actions we have taken to streamline our organizational structure by consolidating certain homebuilding operations, strategically exiting or winding down activity in certain markets, and reducing our workforce to adjust the size of our operations toin line with market conditions. Our selling, general and administrative expenses also decreased in 2010 and 2009 based on the significantly reduced home sales activity we have experienced during the present housing market downturn. Mostlower volume of homes delivered. A portion of the cost reductions in 2010 and 2009 were related to lower salary and other payroll-related expenses stemming from a 24% decreaseyear-over-year decreases in our personnel count from 2008.of 7% in 2010 and 24% in 2009. As a percentage of housing revenues, to which these expenses are most closely correlated, selling, general and administrative expenses increased slightly to 18.4% in 2010 from 17.2% in 2009, which had increased slightly from 17.0% in 2008, which had increased from 13.3% in 2007.2008. The percentages increased in 20092010 and 20082009 because our expense reductions have been outpaced by the significantcorrespondingyear-over-year declines in our housing revenues and the costs incurred to implement these reductions.revenues.


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Goodwill Impairment.  We recorded goodwill in connection with various acquisitions in prior years. Goodwill represented the excess of the purchase price over the fair value of net assets acquired. We tested goodwill for potential impairment annually as of November 30 and between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. During 2008, and 2007, we


30


determined that it was necessary to evaluate goodwill for impairment between annual tests due to deteriorating conditions in certain housing markets and the significant inventory impairments we identified and recognized in those years.that year.
 
Based on the results of our goodwill impairment evaluationevaluations performed in the second quarter of 2008, we recorded an impairment charge of $24.6 million indetermined that quarter related to our Central reporting segment, where we determined all of the goodwill previously recorded was impaired. The annualAs a result, we recognized goodwill impairment test we performed ascharges of November 30, 2008 resulted in an impairment charge of$24.6 million related to our Central reporting segment and $43.4 million in the fourth quarter of 2008 related to our Southeast reporting segment where we determined all of the goodwill previously recorded was impaired. Based on the results of our impairment evaluation performed in the third quarter of 2007, we recorded an impairment charge of $107.9 million in that quarter related to our Southwest reporting segment, where we determined all of the goodwill previously recorded was impaired. The annual goodwill impairment test we performed as of November 30, 2007 indicated no additional impairment. The goodwill impairmentduring 2008. These charges in 2008 and 2007 were recorded at our corporate level because all goodwill was carried at that level. As a result of those impairment charges, weWe had no remaining goodwill atbalance as of November 30, 20082010, November 30, 2009 or November 30, 2009.2008.
 
Interest Income.  Interest income, which is generated from short-term investments and mortgages receivable, totaled $2.1 million in 2010, $7.5 million in 2009 and $34.6 million in 2008 and $28.6 million in 2007.2008. Generally, increases and decreases in interest income are attributable to changes in the interest-bearing average balances of our short-term investments and mortgages receivable, as well as fluctuations in interest rates. Mortgages receivable are primarily related to land sales. Theyear-over-year decrease in interest income in 2010 was mainly due to lower interest rates. In 2009, compared to 2008theyear-over-year decline in interest income reflected a decrease in the average balance of cash and cash equivalents we maintained and lower interest rates.
 
Loss on Early Redemption/Interest Expense, Net of Amounts Capitalized.Capitalized/Loss on Early Redemption of Debt.  Interest expense results principally from borrowings to finance land purchases, housing inventory and other operating and capital needs. Our interest expense, net of amounts capitalized, totaled $66.5 million in 2010, $50.8 million in 2009 and $2.6 million in 2008. Interest expense in 2010 included a total of $1.8 million of debt issuance costs written off in connection with our voluntary reduction of the aggregate commitment under the Credit Facility from $650.0 million to $200.0 million and our subsequent voluntary termination of the Credit Facility. The percentage of interest capitalized was 45% in 2010, 57% in 2009 and 98% in 2008. The percentages for 2010 and 2009 decreased from the corresponding year-earlier periods due to the lower amounts of inventory qualifying for interest capitalization. Gross interest incurred during 2010 increased by $2.6 million to $122.2 million, from $119.6 million in 2009 primarily due to the write-off of debt issuance costs and a higher overall average interest rate for borrowings in 2010. Gross interest incurred during 2009 decreased by $36.8 million from $156.4 million in 2008, reflecting comparatively lower overall debt levels in 2009.
In 2009, our loss on early redemption of debt totaled $1.0 million. This amount represented a $3.7 million loss associated with our early redemption in August, of $250.0 million in aggregate principal amount of our $350.0 million of 63/8% senior notes due 2011 (the “$350 Million Senior Notes”), partly offset by a gain of $2.7 million associated with our early extinguishment of mortgages and land contracts due to land sellers and other loans. In 2008, our loss on early redemption of debt of $10.4 million was comprised of $7.1 million associated with our redemption of $300.0 million of our 73/4% senior subordinated notes due 2010 (the “$300 Million Senior Subordinated Notes”) and $3.3 million associated with an amendment of the Credit Facility, which reduced our aggregate commitment under the Credit Facility. In 2007, our loss on early redemption of debt of $13.0 million was associated with the redemption of $250.0 million of our 91/2% senior subordinated notes due in 2011 (the “$250 Million Senior Subordinated Notes”), and the repayment of an unsecured $400.0 million term loan due 2011 (the “$400 Million Term Loan”).
Interest expense results principally from borrowings to finance land purchases, housing inventory and other operating and capital needs. Our interest expense, net of amounts capitalized, totaled $50.8 million in 2009 and $2.6 million in 2008. In 2007, all of our interest was capitalized and, consequently, we had no interest expense, net of amounts capitalized. The percentage of interest capitalized was 57% in 2009 and 98% in 2008. These percentages decreased from the corresponding year-earlier periods because, beginning in the fourth quarter of 2008, the amount of inventory qualifying for interest capitalization was below our debt level, reflecting the inventory reduction strategy we have implemented over the past several quarters, and our suspending land development in certain communities. Gross interest incurred during 2009 decreased by $36.8 million to $119.6 million, from $156.4 million in 2008 due to our overall lower debt levels in 2009. Gross interest incurred during 2008 decreased by $43.2 million from $199.6 million incurred in 2007, reflecting comparatively lower debt levels in 2008.
 
Equity in Loss of Unconsolidated Joint Ventures.  Our unconsolidated joint ventures operate in various markets, typically where our consolidated homebuilding operations are located. These unconsolidated joint ventures posted combined revenues of $122.2 million in 2010, $60.8 million in 2009 and $112.8 million in 2008 and $662.7 million2008. Theyear-over-year increase in 2007.unconsolidated joint venture revenues in 2010 was primarily related to the sale of land by an unconsolidated joint venture in our Southeast reporting segment. Theyear-over-year decrease in unconsolidated joint venture revenues in 2009 was primarily due to a decline in the number of unconsolidated joint ventures thathomes delivered homes. Theyear-over-year decrease in unconsolidated joint venture revenues in 2008 primarily reflected fewer land sales by the unconsolidated joint ventures than in 2007.ventures. Activities performed by our unconsolidated joint ventures generally include buying,acquiring, developing and selling land, and, in some cases, constructing and delivering homes. Our unconsolidated joint ventures delivered 102 homes in 2010, 141 homes in 2009 and 262 homes in 2008, and 127 homesreflecting in 2007.part the lower number of unconsolidated joint venture investments we had each year. Our unconsolidated joint ventures generated combined losses of $17.2 million in 2010, $102.9 million in 2009 and $383.6 million in 2008 and $51.6 million in 2007.2008. Our equity in loss of unconsolidated joint ventures oftotaled $6.3 million in 2010, $49.6 million in 2009 and $152.8 million in 2008. In 2009 and 2008, our equity in loss of unconsolidated joint ventures included charges of


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$38.5 $38.5 million and $141.9 million, respectively, to recognize the impairment of certain unconsolidated joint ventures primarily in our West Coast, Southwest and Southeast reporting segments. In 2008 and 2007, our equityThere were no such charges in loss of unconsolidated joint ventures of $152.8 million and $151.9, respectively, included similar charges of $141.9 million and $156.4 million, respectively, also mainly related to our West Coast, Southwest and Southeast reporting segments.2010.


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Non-GAAP Financial Measures
 
This report contains information about our housing gross margin, excluding inventory impairment and land option contract abandonment charges, and our ratio of net debt to total capital, both of which are not calculated in accordance with generally accepted accounting principles (“GAAP”). We believe these non-GAAP financial measures are relevant and useful to investors in understanding our operations and the leverage employed in our operations, and may be helpful in comparing us with other companies in the homebuilding industry to the extent they provide similar information. However, because the housing gross margin, excluding inventory impairment and land option contract abandonment charges, and the ratio of net debt to total capital are not calculated in accordance with GAAP, these measures may not be completely comparable to other companies in the homebuilding industry and thus, should not be considered in isolation or as an alternative to operating performance measures prescribed by GAAP. Rather, these non-GAAP financial measures should be used to supplement their respective most directly comparable GAAP financial measures in order to provide a greater understanding of the factors and trends affecting our operations.
 
Housing Gross Margin, Excluding Inventory Impairment and Land Option Contract Abandonment Charges.  The following table reconciles our housing gross margin calculated in accordance with GAAP to the non-GAAP financial measure of our housing gross margin, excluding inventory impairment and land option contract abandonment charges (dollars in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Housing revenues $1,758,157  $2,940,241  $6,211,563  $1,575,487  $1,758,157  $2,940,241 
Housing construction and land costs  (1,643,757)  (3,149,083)  (6,563,082)  (1,301,677)  (1,643,757)  (3,149,083)
              
Housing gross margin  114,400   (208,842)  (351,519)  273,810   114,400   (208,842)
Add: Inventory impairment and land option contract abandonment charges  157,641   520,543   1,179,214   19,577   157,641   520,543 
              
Housing gross margin, excluding inventory impairment and land option contract abandonment charges $272,041  $311,701  $827,695  $293,387  $272,041  $311,701 
              
Housing gross margin as a percentage of housing revenues  6.5%  (7.1)%  (5.7)%  17.4%  6.5%  (7.1)%
Housing gross margin, excluding inventory impairment and land option contract abandonment charges, as a percentage of housing revenues  15.5%  10.6%  13.3%  18.6%  15.5%  10.6%
 
Housing gross margin, excluding inventory impairment and land option contract abandonment charges, is a non-GAAP financial measure, which we define ascalculate by dividing housing revenues less housing construction and land costs before pretax, noncash inventory impairment and land option contract abandonment charges associated with housing operations recorded during the period.a given period, by housing revenues. The most directly comparable GAAP financial measure is housing gross margin. We believe housing gross margin, excluding inventory impairment and land option contract abandonment charges, is a relevant and useful measure to investors in evaluating our performance as it measures the gross profit we generated specifically on the homes delivered during a given period and enhances the comparability of housing gross marginsmargin between periods. This financial measure assists us in making strategic decisions regarding product mix, product pricing and construction pace. We also believe investors will find housing gross margin, excluding inventory impairment and land option contract abandonment charges, relevant and useful because it represents a profitability measure that may be compared to a prior period without regard to variability of charges for inventory impairments or land option contract abandonments.


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Ratio of Net Debt to Total Capital.  The following table reconciles our ratio of debt to total capital calculated in accordance with GAAP to the non-GAAP financial measure of our ratio of net debt to total capital (dollars in thousands):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Mortgages and notes payable $1,820,370  $1,941,537  $1,775,529  $1,820,370 
Stockholders’ equity  707,224   830,605   631,878   707,224 
          
Total capital $2,527,594  $2,772,142  $2,407,407  $2,527,594 
          
Ratio of debt to capital  72.0%  70.0%  73.8%  72.0%
          
  
Mortgages and notes payable $1,820,370  $1,941,537  $1,775,529  $1,820,370 
Less: Cash and cash equivalents and restricted cash  (1,289,007)  (1,250,803)  (1,019,878)  (1,289,007)
          
Net debt  531,363   690,734   755,651   531,363 
Stockholders’ equity  707,224   830,605   631,878   707,224 
          
Total capital $1,238,587  $1,521,339  $1,387,529  $1,238,587 
          
Ratio of net debt to total capital  42.9%  45.4%  54.5%  42.9%
          
 
The ratio of net debt to total capital is a non-GAAP financial measure, which we calculate by dividing mortgages and notes payable, net of homebuilding cash and cash equivalents and restricted cash, by total capital (mortgages and notes payable, net of homebuilding cash and cash equivalents and restricted cash, plus stockholders’ equity). The most directly comparable GAAP financial measure is the ratio of debt to capital. We believe the ratio of net debt to total capital is a relevant and useful measure to investors in understanding the leverage employed in our operations and as an indicator of our ability to obtain external financing.
 
HOMEBUILDING SEGMENTS
 
The following table presents financial information related to our homebuilding reporting segments for the years indicated (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
West Coast:                        
Revenues $  812,207  $1,055,021  $2,203,303  $  700,645  $  812,207  $1,055,021 
Construction and land costs  (792,182)  (1,202,054)  (2,635,415)  (545,983)  (792,182)  (1,202,054)
Selling, general and administrative expenses  (79,659)  (120,446)  (213,133)  (64,459)  (79,659)  (120,446)
              
Operating loss  (59,634)  (267,479)  (645,245)
Operating income (loss)  90,203   (59,634)  (267,479)
Other, net  (28,808)  (30,568)  (20,600)  (29,953)  (28,808)  (30,568)
              
Pretax loss $(88,442) $(298,047) $(665,845)
Pretax income (loss) $60,250  $(88,442) $(298,047)
              
Southwest:                        
Revenues $218,096  $618,014  $1,349,570  $187,736  $218,096  $618,014 
Construction and land costs  (210,268)  (722,643)  (1,492,933)  (141,883)  (210,268)  (722,643)
Selling, general and administrative expenses  (35,485)  (69,865)  (124,462)  (45,463)  (35,485)  (69,865)
              
Operating loss  (27,657)  (174,494)  (267,825)
Operating income (loss)  390   (27,657)  (174,494)
Other, net  (20,915)  (37,700)  (19,514)  (16,192)  (20,915)  (37,700)
              
Pretax loss $(48,572) $(212,194) $(287,339) $(15,802) $(48,572) $(212,194)
              


3338


                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Central:                        
Revenues $434,400  $594,317  $1,077,304  $436,404  $434,400  $594,317 
Construction and land costs  (391,274)  (570,512)  (970,912)  (364,736)  (391,274)  (570,512)
Selling, general and administrative expenses  (62,645)  (96,306)  (163,689)  (62,550)  (62,645)  (96,306)
              
Operating loss  (19,519)  (72,501)  (57,297)
Operating income (loss)  9,118   (19,519)  (72,501)
Other, net  (9,863)  (10,288)  (6,913)  (10,890)  (9,863)  (10,288)
              
Pretax loss $(29,382) $(82,789) $(64,210) $(1,772) $(29,382) $(82,789)
              
Southeast:                        
Revenues $351,712  $755,817  $1,770,414  $256,978  $351,712  $755,817 
Construction and land costs  (346,728)  (808,354)  (1,718,548)  (245,416)  (346,728)  (808,354)
Selling, general and administrative expenses  (40,092)  (125,798)  (213,536)  (36,055)  (40,092)  (125,798)
              
Operating loss  (35,108)  (178,335)  (161,670)  (24,493)  (35,108)  (178,335)
Other, net  (43,306)  (80,233)  (68,750)  (18,308)  (43,306)  (80,233)
              
Pretax loss $(78,414) $(258,568) $(230,420) $(42,801) $(78,414) $(258,568)
              
 
The following table presents information concerning our housing revenues, homes delivered and average selling price by homebuilding reporting segment:
 
                                        
   Percentage
   Percentage
      Percentage
   Percentage
   
   of
   of
      of
   of
   
   Total
   Total
 Average
    Total
   Total
 Average
 
 Housing
 Housing
 Homes
 Homes
 Selling
  Housing
 Housing
 Homes
 Homes
 Selling
 
Years Ended November 30,
 Revenues Revenues Delivered Delivered Price  Revenues Revenues Delivered Delivered Price 
 (in thousands)          (in thousands)         
2010                    
West Coast $700,645   44%  2,023   27% $346,300 
Southwest  181,917   12   1,150   16   158,200 
Central  435,947   28   2,663   36   163,700 
Southeast  256,978   16   1,510   21   170,200 
           
Total $1,575,487   100%  7,346   100% $214,500 
           
2009                                        
West Coast $772,886   44%   2,453   29%  $315,100  $772,886   44%  2,453   29% $315,100 
Southwest  206,747   12      1,202   14      172,000   206,747   12   1,202   14   172,000 
Central  430,799   24      2,771   33      155,500   430,799   24   2,771   33   155,500 
Southeast  347,725   20      2,062   24      168,600   347,725   20   2,062   24   168,600 
                      
Total $1,758,157   100%   8,488   100%  $207,100  $1,758,157   100%  8,488   100% $207,100 
                      
2008                                        
West Coast $1,054,256   36%   2,972   24%  $354,700  $1,054,256   36%  2,972   24% $354,700 
Southwest  548,544   19      2,393   19      229,200   548,544   19   2,393   19   229,200 
Central  585,826   20      3,348   27      175,000   585,826   20   3,348   27   175,000 
Southeast  751,615   25      3,725   30      201,800   751,615   25   3,725   30   201,800 
                      
Total $2,940,241   100%   12,438   100%  $236,400  $2,940,241   100%  12,438   100% $236,400 
                      
2007                    
West Coast $2,149,547   35%   4,957   21%  $433,600 
Southwest  1,254,932   20      4,855   20      258,500 
Central  1,058,985   17      6,310   27      167,800 
Southeast  1,748,099   28      7,621   32      229,400 
           
Total $6,211,563   100%   23,743   100%  $261,600 
           
 
West Coast —.  Our West Coast segment generated total revenues of $700.7 million in 2010, down 14% from $812.2 million in 2009 downmainly due to lower housing revenues. All of this segment’s revenues in 2010 were generated from housing operations. Housing revenues decreased by 9% in 2010 from $772.9 million in 2009 due to an 18% decline in homes delivered, partially offset by a 10% increase in the average selling price. Homes delivered decreased to 2,023 in 2010 from 2,453 homes in 2009, reflecting a 23%year-over-year decline in the overall average number of active communities we operated in this segment. The average selling price increased to $346,300 in 2010 from $315,100 in 2009, mainly due to a change in product mix, somewhat improved operating conditions, and an increase in homes

39


delivered from certain markets within this segment that supported higher selling prices. There were no land sale revenues from this segment in 2010. Land sale revenues totaled $39.3 million in 2009.
This segment posted pretax income of $60.3 million in 2010, compared to a pretax loss of $88.4 million in 2009. Pretax results improved in 2010 compared to 2009 primarily due to a reduction in pretax, noncash charges for inventory impairments and land option contract abandonments and lower selling, general and administrative expenses. Pretax, noncash charges for inventory impairments and land option contract abandonments decreased to $4.6 million in 2010 from $77.6 million in 2009, and were less than 1% of segment total revenues in 2010 and 10% of segment total revenues in 2009. The gross margin improved to 22.1% in 2010 from 2.5% in 2009, reflecting an increase in the average selling price, a decrease in direct construction costs, and lower inventory-related impairment and abandonment charges in 2010. Selling, general and administrative expenses of $64.5 million in 2010 decreased by $15.2 million, or 19%, from $79.7 million in 2009, primarily due to cost reduction initiatives and the lower number of homes delivered. Other, net expenses included no unconsolidated joint venture impairment charges in 2010 and $7.2 million of such charges in 2009.
In 2009, revenues from this segment decreased 23% to $812.2 million from $1.06 billion in 2008 due to lower housing and land sale revenues. Housing revenues decreased 26% to $772.9 million in 2009 from $1.05 billion in 2008 due toas a result of a 17% decrease in homes delivered and an 11% decline in the average selling price. We delivered 2,453 homes at an average selling price of $315,100 in 2009 down fromand 2,972 homes at an average selling price of $354,700 in 2008,2008. Theyear-over-year decrease in the number of homes delivered was primarily due to a 26% reduction in the overall average number of active communities we operated.operated in the segment. The lower average selling price decreased to $315,100 in 2009 from $354,700 in 2008, due toreflected downward pricing pressures resulting from intense competition and our rollout of new product at lower price points compared to those of our previous product. Land sale revenues totaled $39.3 million in 2009 and $.8 million in 2008.

34


This segment generated pretax losses of $88.4 million in 2009 and $298.0 million in 2008. The pretax loss decreased in 2009 compared to 2008, largely due to a reduction in total charges for inventory impairments and land option contract abandonments. These charges decreased to $77.6 million in 2009 from $246.5 million in 2008, and, as a percentage of segment total revenues were 10% in 2009 and 23% in 2008. The gross margin improved to positive 2.5% in 2009 from negative 13.9% in 2008 due to lower inventory impairment and land option contract abandonment charges, reduced direct construction costs, and improved operating efficiencies. Selling, general and administrative expenses decreased by $40.7 million, or 34%, to $79.7 million in 2009 from $120.4 million in 2008 as a result of operational consolidations, workforce reductions and other cost-saving initiatives. Other, net expenses included unconsolidated joint venture impairments of $7.2 million in 2009 and $43.1 million in 2008.
 
In 2008,Southwest.  Total revenues from thisour Southwest segment decreased 52%14% to $1.06 billion$187.7 million in 2010 from $2.20 billion$218.1 million in 20072009, mainly due to lower housing and land sale revenues. Housing revenues decreased 12% to $1.05 billion$181.9 million in 20082010 from $2.15 billion$206.7 million in 2007 due to2009, reflecting a 40%4% decrease in the number of homes delivered and an 18% decrease8% decline in the average selling price. We delivered 2,9721,150 homes atin 2010 compared to 1,202 homes in 2009, principally due to our operating an overall average of 13% fewer active communities in this segment year over year. The average selling price decreased to $158,200 in 2010 from $172,000 in 2009 due to downward pricing pressures from intense competition and our continued rollout of $354,700new product at lower price points compared to our previous product. Land sale revenues totaled $5.8 million in 2008 and 4,957 homes at an average selling price of $433,6002010 compared to $11.4 million in 2007. Theyear-over-year decrease2009.
Pretax losses from this segment narrowed to $15.8 million in the number of homes delivered was2010 from $48.6 million in 2009, largely due to a 34% decrease in the number of active communities we operated in the segment. The lower average selling price in 2008 resulted from the same downward pricing pressures described abovepretax, noncash charges for 2009. Revenues from land sales totaled $.8inventory impairments. These charges decreased to $1.0 million in 20082010 and $53.8 million in 2007.
Thisrepresented less than 1% of segment postedtotal revenues. In 2009, pretax, losses of $298.0 million in 2008 and $665.8 million in 2007. Pretax results improved in 2008 compared to 2007 due to lowernoncash inventory impairment and land option contract abandonment charges and lower selling, general and administrative expenses. Inventory impairment and land option contract abandonment charges totaled $246.5$28.8 million in 2008 and $659.4 million in 2007. As a percentagerepresented 13% of revenues, these charges were 23% in 2008 and 30% in 2007.segment total revenues. The gross margin was negative 13.9%improved to 24.4% in 2008 compared to negative 19.6%2010 from 3.6% in 2007,2009, reflecting a decrease in inventory-related charges as a percentage of revenues, partly offset by lower average selling pricesdirect construction costs and greater use of targeted sales price reductions and incentives.the reduction in inventory impairment charges. Selling, general and administrative expenses decreasedincreased by $92.7$10.0 million, or 43%28%, to $120.4$45.5 million in 20082010 from $213.1$35.5 million in 20072009, mainly due to our actions to align overheada charge associated with the reduced volumewritedown of homes delivereda note receivable, and our future sales expectations. Included in other,higher legal and advertising expenses. Other, net expenses wereincluded no unconsolidated joint venture impairmentsimpairment charges in 2010 and $5.4 million of $43.1 millionsuch charges in 2008 and $57.0 million in 2007.2009.
 
Southwest — TotalIn 2009, total revenues from our Southwest segment decreased 65% to $218.1 million in 2009 from $618.0 million in 2008, mainlyprimarily due to lower housing revenues. Housing revenues declinedfell 62% to $206.7 million in 2009 from $548.5 million in 2008 due to a 50% decrease in the number of homes delivered and a 25% decreasedecline in the average selling price. We delivered 1,202 homes at an average selling price of $172,000 in 2009, and 2,393 homes at an average


40


selling price of $229,200 in 2008. Theyear-over-year decrease in the number of homes delivered was largely due to a 47% decrease in the overall average number of active communities we operated.operated in this segment. The lower average selling price in 2009 reflected intense pricing pressure stemming from an oversupply of new and resale homes in the segment’sour served markets in the segment, rising foreclosures and lower demand, as well as our rollout of new product at lower price points compared to those of our previous product. Revenues from land sales totaled $11.4 million in 2009 compared to $69.5 million in 2008.
 
Pretax losses from this segment totaled $48.6 million in 2009 and $212.2 million in 2008. The 2009 pretax loss decreased from the prior year principally due to lower charges for inventory impairments and land option contract abandonments. These charges decreased to $28.8 million in 2009 from $160.8 million in 2008, and represented 13% of segment total revenues in 2009 compared to 26% in 2008. The gross margin improved to positive 3.6% in 2009 from negative 16.9% in 2008, mainly due to the reduced inventory impairment charges. Selling, general and administrative expenses decreased by $34.4 million, or 49%, to $35.5 million in 2009 from $69.9 million in 2008, due primarily to overhead reductions and other cost-saving initiatives. Included in other, net expenses were unconsolidated joint venture impairments of $5.4 million in 2009 and $30.4 million in 2008.
 
In 2008, total revenues from this segment declined 54% to $618.0 million from $1.35 billion in 2007, reflecting decreases in housing and land sale revenues. Housing revenues fell 56% to $548.5 million in 2008 from $1.25 billion in 2007 due to a 51% decrease in the number of homes delivered and an 11% decrease in the average selling price. We delivered 2,393 homes in this segment in 2008 compared with 4,855 homes in 2007, largely due to a 32% reduction in the number of active communities we operated. Our average selling price of $229,200 in 2008 decreased from $258,500


35


in 2007, reflecting the same downward pricing pressures described above for 2009. Revenues from land sales totaled $69.5 million in 2008 compared to $94.6 million in 2007.
This segment posted pretax losses of $212.2 million in 2008 and $287.3 million in 2007. The decrease in the pretax loss in 2008 reflected a decrease in inventory-related charges and lower selling, general and administrative expenses. Inventory impairment and land option contract abandonment charges totaled $160.8 million in 2008 compared with $354.4 million in 2007. These charges represented 26% of revenues in both 2008 and 2007. The gross margin was negative 16.9% in 2008 compared to negative 10.6% in 2007 primarily due to the decline in average selling prices. Selling, general and administrative expenses decreased by $54.6 million, or 44%, to $69.9 million in 2008 from $124.5 million in 2007, largely as a result of cost reduction initiatives. Included in other, net expenses were unconsolidated joint venture impairments of $30.4 million in 2008 and $31.0 million in 2007.
CentralCentral. —  Total revenues from our Central segment decreased 27%increased slightly to $436.4 million in 2010 from $434.4 million in 2009, reflecting higher housing revenues. Housing revenues rose 1% to $435.9 million in 2010 from $430.8 million in 2009, mainly due to a 5% increase in the average selling price, partially offset by a 4% decline in the number of homes delivered. Homes delivered decreased to 2,663 in 2010 from 2,771 in 2009, despite a 4% increase in the overall average number of active communities we operated in this segment. The average selling price rose to $163,700 in 2010 from $155,500 in 2009, primarily due to favorable changes in community and product mix and somewhat improved operating conditions in certain markets within this segment. Land sale revenues totaled $.5 million in 2010 and $3.6 million in 2009.
Pretax losses from this segment totaled $1.8 million in 2010 and $29.4 million in 2009. These pretax results improved in 2010 compared to 2009 largely due to lower pretax, noncash inventory-related charges. The pretax loss in 2010 included $6.9 million of pretax, noncash land option contract abandonment charges, compared to $23.9 million of pretax, noncash inventory impairment charges in 2009. As a percentage of segment total revenues, these pretax, noncash charges were 2% in 2010 and 5% in 2009. The gross margin improved to 16.4% in 2010 from 9.9% in 2009, mainly due to an increase in the average selling price, a decrease in direct construction costs and lower inventory-related charges. Selling, general and administrative expenses totaled $62.6 million in both 2010 and 2009.
In 2009, this segment generated total revenues of $434.4 million, down 27% from $594.3 million in 2008, due toreflecting lower housing and land sale revenues. Housing revenues declined 26% to $430.8 million in 2009 from $585.8 million in 2008, mainly due to a 17% decrease in homes delivered and an 11% decline in the average selling price. Homes delivered decreased to 2,771 in 2009 from 3,348 homes in 2008, partly due to a 30%year-over-year reduction in the overall average number of active communities we operated.operated in this segment. The average selling price declined to $155,500 in 2009 from $175,000 in 2008, reflecting downward pricing pressure due to highly competitive conditions, and our rollout of lower-priced new product. Land sale revenues totaled $3.6 million in 2009 and $8.5 million in 2008.
 
PretaxThis segment posted pretax losses from this segment totaledof $29.4 million in 2009 and $82.8 million in 2008. The loss decreased in 2009 compared to 2008 largely due to lower inventory impairment charges. These charges decreased to $23.9 million in 2009 compared to $51.5 million in 2008. As a percentage of segment total revenues, inventory impairment charges were 5% in 2009 and 9% in 2008. The gross margin improved to 9.9% in 2009 from 4.0% in 2008, mainly due to lower inventory impairment charges and lower direct construction costs. Selling, general and administrative expenses decreased by $33.7 million, or 35%, to $62.6 million in 2009 from $96.3 million in 2008, as a result of the steps we havehad taken to align our overhead costs with the reduced level of housing activity.market conditions in this segment. Other, net expenses included no unconsolidated joint venture impairment charges in 2009 and $2.6 million of such charges in 2008.
 
In 2008, thisSoutheast.  Our Southeast segment generated total revenues of $594.3$257.0 million in 2010, down 45%27% from $1.08 billion$351.7 million in 2007, reflecting2009, primarily due to lower housing revenues. All of this segment’s revenues in 2010 were generated from housing and land sales. Housingoperations. In 2010, housing revenues decreased 45% to $585.8declined 26% from $347.7 million in 2008 from $1.06 billion in 2007,2009 due to a 47%27% decrease in the number of homes we delivered, partly offset by a 4%an 1% increase in ourthe average selling price. In 2008, weWe delivered 3,3481,510 homes at an average price of $175,000in 2010 compared to 6,3102,062 homes delivered at an average price of $167,800 in 2007. The decrease in homes delivered reflected2009, reflecting a 38%19% reduction in the overall average number of active communities we operated.operated in this segment. The increase in the average selling price wasrose to $170,200 in 2010 from $168,600 in 2009, principally due to a change in community and product mix. There were no land sale revenues in 2010. Land sale revenues totaled $8.5$4.0 million in 2008 and $18.3 million in 2007.2009.


41


This segment posted pretax losses of $82.8$42.8 million in 20082010 and $64.2$78.4 million in 2007.2009. The pretax loss increased in 2008 principallynarrowed on ayear-over-year basis, primarily due to higher inventory-relatedthe decline in total pretax, noncash charges driven by deteriorating market conditions. These charges totaled $51.5 million in 2008 compared to $34.4 million in 2007. As a percentage of revenues,for inventory impairments and land option contract abandonmentabandonments, which decreased to $7.5 million in 2010 from $37.8 million in 2009. As a percentage of segment total revenues, these charges were 9% in 2008 and 3% in 2007.2010 and 11% in 2009. The gross margin decreasedimproved to 4.0%4.5% in 20082010 from 9.9%1.4% in 2007 primarily as a result of an2009, largely due to the reduction in pretax, noncash charges for inventory impairments and land option contract abandonments and the slight increase in inventory-related charges as a percentage of revenues, partly offset by a higherthe average selling price. Selling, general and administrative expenses decreased by $67.4$4.0 million, or 41%10%, to $96.3$36.1 million in 20082010 from $163.7$40.1 million in 2007, reflecting2009 as a result of our effortsactions to calibrate our operationsreduce overhead in line with reduced housing market activity. Includedconditions in other,this segment. Other, net expenses wereincluded no unconsolidated joint venture impairmentsimpairment charges in 2010 and $25.9 million of $2.6 millionsuch charges in 2008 and $4.5 million in 2007.2009.
 
Southeast — Our SoutheastIn 2009, this segment generated total revenues of $351.7 million in 2009, down 53% from $755.8 million in 2008, primarily due to a decrease in housing revenues. In 2009, housing revenues declined 54% to $347.7 million from $751.6 million in 2008 as a result of a 45% decrease in homes delivered and a 16% decline in the average selling price. We delivered 2,062 homes in 2009 compared to 3,725 homes in 2008, reflecting a 48% reduction in the overall average number of active communities we operated. The average selling price fell to $168,600 in 2009 from $201,800 in 2008, due to downward pricing pressure from highly competitive conditions and our rollout of new product at lower price points compared to those of our previous product. Revenues from land sales totaled $4.0 million in 2009 and $4.2 million in 2008.


36


This segment posted pretax losses of $78.4 million in 2009 and $258.6 million in 2008. Theyear-over-year decrease in the pretax loss primarily reflected the lower total charges for inventory impairments and land option contract abandonments, which decreased to $37.8 million in 2009 from $148.0 million in 2008. As a percentage of segment total revenues, inventory impairments and land option contract abandonmentthese charges were 11% in 2009 and 20% in 2008. The gross margin improved to positive 1.4% in 2009 from negative 7.0% in 2008, mainly due to the lower level of inventory impairment and land option contract abandonment charges. Selling, general and administrative expenses decreased by $85.7 million, or 68%, to $40.1 million in 2009 from $125.8 million in 2008 as a result of our actions to reduce overhead to alignin line with reduced home sales activity.market conditions in this segment. Included in other, net expenses were unconsolidated joint venture impairments of $25.9 million in 2009 and $65.7 million in 2008.
 
In 2008, our Southeast segment generated total revenues of $755.8 million, down from $1.77 billion in 2007 due to lower housing and land sale revenues. Housing revenues decreased 57% to $751.6 million in 2008 from $1.75 billion in 2007 as a result of a 51% decrease in homes delivered and a 12% decline in the average selling price. Homes delivered fell to 3,725 in 2008 from 7,621 in 2007, while the average selling price decreased to $201,800 in 2008 from $229,400 in 2007. The decrease in homes delivered was principally due to a 44% reduction in the number of active communities we operated. The lower average selling price mainly reflected highly competitive conditions and rising foreclosures as well as our introduction of new product at lower price points. Revenues from land sales totaled $4.2 million in 2008 and $22.3 million in 2007.
Our Southeast segment posted pretax losses of $258.6 million in 2008 and $230.4 million in 2007. The increased loss was principally due to a decline in the gross margin, partly offset by a decrease in selling, general and administrative expenses. The gross margin decreased to negative 7.0% in 2008 from positive 2.9% in 2007, reflecting the impact of lower average selling prices. Inventory impairment and land option contract abandonment charges totaled $148.0 million in 2008 compared to $205.8 million in 2007. As a percentage of revenues, inventory impairments and land option contract abandonment charges were 20% in 2008 and 12% in 2007. Selling, general and administrative expenses decreased by $87.7 million, or 41%, to $125.8 million in 2008 from $213.5 million in 2007, reflecting our actions to reduce costs in line with the reduced volume of homes delivered and our future sales expectations. Included in other, net expenses were unconsolidated joint venture impairments of $65.7 million in 2008 and $63.8 million in 2007.
FINANCIAL SERVICES SEGMENT
 
Our financial services segment provides title and insurance services to our homebuyers, and provided escrow coordination services until 2007, when we terminated that portion of our business.homebuyers. This segment also provides mortgage banking services to our homebuyers indirectly through KB HomeKBA Mortgage. We and a subsidiary of Bank of America, N.A., each have a 50% ownership interest in KB HomeKBA Mortgage. KB HomeKBA Mortgage is operated by our joint venture partner and is accounted for as an unconsolidated joint venture in the financial services reporting segment of our consolidated financial statements.
 
The following table presents a summary of selected financial and operational data for our financial services segment (dollars in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Revenues $8,435  $10,767  $15,935  $8,233  $8,435  $10,767 
Expenses  (3,251)  (4,489)  (4,796)  (3,119)  (3,251)  (4,489)
Equity in income of unconsolidated joint venture  14,015   17,540   22,697   7,029   14,015   17,540 
              
Pretax income $19,199  $23,818  $33,836  $12,143  $19,199  $23,818 
              
  
Total originations (a):                        
Loans  7,170   10,141   16,869   5,706   7,170   10,141 
Principal $1,317,904  $2,073,382  $3,934,336  $1,092,508  $1,317,904  $2,073,382 
Percentage of homebuyers using KB Home Mortgage  84%  80%  72%
Percentage of homebuyers using KBA Mortgage  82%  84%  80%
Loans sold to third parties (a):                        
Loans  6,967   11,289   16,909   5,850   6,967   11,289 
Principal $1,275,688  $2,328,702  $3,969,827  $1,092,739  $1,275,688  $2,328,702 
 
 
(a) Loan originations and sales occur within KB HomeKBA Mortgage.


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Revenues.  In 2009, 2008 and 2007, ourOur financial services operations generatedgenerate revenues primarily from the following sources: interest income, title services, and insurance commissions. In 2007, financial services revenues also included escrow coordination fees. Financial services revenues totaled $8.2 million in 2010, $8.4 million in 2009 and $10.8 million in 2008 and $15.9 million in 2007.2008. Theyear-over-year decreasesdecrease in financial services revenues in 2010 was primarily due to lower revenues from title services as a result of our homebuilding operations delivering fewer homes. In 2009, and 2008 resulted primarily fromtheyear-over-year decline in financial services revenues was mainly due to lower revenues from title and insurance services, also reflecting in each case fewer homes delivered from our homebuilding operations.
 
Financial services revenues included a nominal amount of interest income in 2010 and 2009 and $.2 million of interest income in 2008, and 2007, which was earned primarily from money market deposits. Financial services revenues also included revenues from title services and insurance commissions oftotaling $8.2 million in 2010, $8.4 million in 2009 and $10.6 million in 2008 and $15.1 million in 2007, and escrow coordination fees of $.6 million in 2007.2008.
 
Expenses.  General and administrative expenses totaled $3.1 million in 2010, $3.2 million in 2009 and $4.5 million in 2008 and $4.8 million2008. In 2010, these expenses decreased slightly from 2009 corresponding to the slight decrease in 2007.revenues. Theyear-over-year decreasedecreases in general and administrative expenses in 2009 was primarily due toreflect the actions we have taken to reduce overhead to align within our lower level of revenues. Theyear-over-year decrease in general and administrative expenses in 2008 was primarily due to the termination of our escrow coordination business in the second quarter of 2007.financial services operations.
 
Equity in Income of Unconsolidated Joint Venture.  The equity in income of unconsolidated joint venture of $7.0 million in 2010, $14.0 million in 2009 and $17.5 million in 2008 and $22.7 million in 2007 relatesrelated to our 50% interest in the KB Home Mortgage joint venture.KBA Mortgage. Theyear-over-year decreases in unconsolidated joint venture income in 2010 and 2009 and 2008 were largelymainly due to declines in the number of loans originated by KB HomeKBA Mortgage, reflecting in large part the lower volume of homes we delivered as well asin each year. Theyear-over-year decline in unconsolidated joint venture income in 2009 was also due to a decrease in average loan size due toas a result of the generally lower average selling prices of our homes in each period. KB Homecompared to 2008. KBA Mortgage originated 5,706 loans in 2010, 7,170 loans in 2009 and 10,141 loans in 2008 and 16,869 loans in 2007.2008. The percentage of our homebuyers using KB HomeKBA Mortgage as a loan originator was 82% in 2010, 84% in 2009 and 80% in 2008 and 72% in 2007.2008.
 
The equity in income of unconsolidated joint venture in 2008 was affected by KB HomeKBA Mortgage’s adoption of Topic 5DD (formerly Staff Accounting Bulletin No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings”) and the provisions as required by Accounting Standards Codification Topic No. 825, “Financial Instruments” (“ASC 825”). Topic 5DD expresses the current view of the SEC that, consistent with the guidance in Accounting Standards Codification Topic No. 860, “Transfers and Servicing” and ASC 825, the expected net future cash flows related to the associated servicing of loans should be included in the measurement of the fair value of all written loan commitments that are accounted for at fair value through earnings. ASC 825 permits entities to choose to measure various financial instruments and certain other items at fair value on acontract-by-contract basis. Under ASC 825, KB HomeKBA Mortgage elected the fair value option for residential consumer mortgage loans held for sale that were originated subsequent to February 29, 2008. As a result of KB HomeKBA Mortgage’s adoption of Topic 5DD and ASC 825, our equity in income of unconsolidated joint venture of the financial services segment increased by $1.7 million in 2008.
 
INCOME TAXES
 
We recognized an income tax benefit of $7.0 million in 2010, compared to an income tax benefit of $209.4 million in 2009 anand income tax expense of $8.2 million in 2008, and an2008. The income tax benefit in 2010 reflected the recognition of a $5.4 million federal income tax benefit from continuing operationsan additional carryback of $46.0our 2009 NOLs to offset earnings we generated in 2004 and 2005, and the reversal of a $1.6 million liability for unrecognized tax benefits due to the status of federal and state tax audits. The income tax benefit in 2007. These amounts represent effective tax rates of approximately 67.3% for 2009 .8% for 2008 and 3.0% for 2007. The difference in our effective tax rate for 2009 compared to 2008 resulted primarily from the recognition of a $190.7 million federal income tax benefit based on the carryback and offset of our 2009 NOL against ourNOLs to offset earnings forwe generated in 2004 and 2005, and 2004, and the reversal of a $16.3 million liability for unrecognized federal and state tax benefits due to the status of federal and state tax audits. The change in our effectiveincome tax rateexpense in 2008 from 2007 was primarilymainly due to the disallowance of tax benefits related to our 2008 loss as a result of a full valuation allowance. Due to the effects of our deferred tax asset valuation allowance, carryback of NOLs, and changes in our unrecognized tax benefits, our effective tax rates in 2010, 2009 and 2008 are not meaningful items as our income tax amounts are not directly correlated to the amount of our pretax losses for those periods.
 
On November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009 was enacted into law and amended Section 172 of the Internal Revenue Code to extend the permitted carryback period for offsetting certain NOLs against earnings from two years to up to five years. Due to this recently enacted federal tax legislation, we were able to carry back and offset our 2009 NOL againstNOLs to offset earnings we generated in 20052004 and 2004.2005. As a result, we filed an application for a federal tax refund of $190.7


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$190.7 million and reflected this amount as a receivable in our consolidated balance sheet as of November 30, 2009. We expect to receivereceived the cash proceeds from the refund in the first quarter of 2010. In September 2010, we filed an amended application for a federal tax refund to carry back an additional amount of our 2009 NOLs to offset earnings we generated in 2004 and 2005. The amended application generated a refund in the amount of $5.4 million, and we received the cash proceeds of this refund in the fourth quarter of 2010.


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Since 2007, due to the prolonged housing market downturn, the asset impairment and land option contract abandonment charges we have incurred and the NOLs we have posted, we have generated substantial deferred tax assets and established a corresponding valuation allowance against certain of those deferred tax assets. In accordance with Accounting Standards Codification Topic No. 740, “Income Taxes” (“ASC 740,740”), we evaluate our deferred tax assets quarterly to determine if valuation allowances are required. ASC 740 requires that companies assess whether valuation allowances should be established based on the consideration of all available evidence using a “more likely than not” standard. During 2010, we recorded a net increase of $21.1 million to the valuation allowance against net deferred tax assets. The net increase was comprised of a $26.6 million valuation allowance recorded against the net deferred tax assets generated from the loss for the year, partially offset by the $5.4 million federal income tax benefit from the additional carryback of our 2009 NOLs to offset earnings we generated in 2004 and 2005.
During the first nine months of 2009, we recognized a net increase of $67.5 million in the valuation allowance. This increase reflected the net impact of an $89.9 million valuation allowance recorded during the first nine months of 2009, partly offset by a reduction of deferred tax assets due to the forfeiture of certain equity-based awards. In the fourth quarter of 2009, we recognized a decrease in the valuation allowance of $196.3 million primarily due to the benefit derived from the carryback and offset of our 2009 NOL againstNOLs to offset earnings we generated in 20052004 and 2004.2005. As a result, the net decrease in the valuation allowance for the year ended November 30, 2009 totaled $128.8 million. The decrease in the valuation allowance was reflected as a noncash income tax benefit of $130.7 million and a noncash charge of $1.9 million to accumulated other comprehensive loss. During 2008, we recorded a valuation allowance of $355.9 million against our net deferred tax assets. The valuation allowance was reflected as a noncash charge of $358.2 million to income tax expense and a noncash benefit of $2.3 million to accumulated other comprehensive loss (as a result of an adjustment made in accordance with the adoption of provisions of Accounting Standards Codification Topic No. 715, “Compensation — Retirement Benefits” (“ASC 715”)). For 2007, we recorded a valuation allowance totaling approximately $522.9 million against our net deferred tax assets. The valuation allowance was reflected as a noncash charge of $514.2 million to income tax expense and $8.7 million to accumulated other comprehensive loss. The majority of the tax benefits associated with our net deferred tax assets can be carried forward for 20 years and applied to offset future taxable income.
 
Our net deferred tax assets totaled $1.1 million at both November 30, 20092010 and 2008. Our2009. The deferred tax asset valuation allowance decreasedincreased to $771.1 million at November 30, 2010 from $750.0 million at November 30, 2009, from $878.8 million at November 30, 2008. The deferred tax assets for which we did not establish a valuation allowance relate to amounts that can be realized through future reversals of existing taxable temporary differences or through carrybacks toreflecting the 2007 and 2006 years. To the extent we generate sufficient taxable income in the future to fully utilize the tax benefitsimpact of the related deferred tax assets, we expect our effective tax rate to decrease as$21.1 million net increase in the valuation allowance is reversed.recorded in 2010 described above.
 
The benefits of our net operating losses,NOLs, built-in losses and tax credits would be reduced or potentially eliminated if we experienced an “ownership change” under Section 382. Based on our analysis performed as of November 30, 2009,2010, we do not believe we have experienced an ownership change as defined by Section 382, and, therefore, the net operating losses,NOLs, built-in losses and tax credits we have generated should not be subject to a Section 382 limitation as of this reporting date.
 
DISCONTINUED OPERATIONS
Discontinued operations consist solely of our former French operations, which were sold on July 10, 2007. We sold our 49% equity interest in KBSA for total gross proceeds of $807.2 million and we recognized a pretax gain of $706.7 million ($438.1 million, net of income taxes) in the third quarter of 2007 related to the transaction. The sale was made pursuant to a share purchase agreement (the “Share Purchase Agreement”), among us, Financière Gaillon 8 SAS (the “Purchaser”), an affiliate of PAI partners, a European private equity firm, and three of our wholly owned subsidiaries: Kaufman and Broad Development Group, International Mortgage Acceptance Corporation, and Kaufman and Broad International, Inc. (collectively, the “Selling Subsidiaries”). Under the Share Purchase Agreement, the Purchaser agreed to acquire our 49% equity interest (representing 10,921,954 shares held collectively by the Selling Subsidiaries) at a price of 55.00 euros per share. The purchase price consisted of 50.17 euros per share paid by the Purchaser in cash, and a cash dividend of 4.83 euros per share paid by KBSA.
In 2007, income from discontinued operations, net of income taxes, totaled $485.4 million, or $6.29 per diluted share, including the gain realized on the sale of these operations.


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LIQUIDITY AND CAPITAL RESOURCES
 
Overview.  Historically, weWe historically have funded our homebuilding and financial services operationsactivities with internally generated cash flows and external sources of debt and equity financing.
 
In light ofDuring the prolonged downturnperiod from mid-2006 through 2009, amid challenging conditions in the housing market, we focused on generating cash by exiting or reducing our investments in certain markets, selling land positions and in orderinterests, and improving the financial performance of our homebuilding operations. The cash generated from these efforts improved our liquidity, enabled us to be well-positioned forreduce debt levels and strengthened our consolidated financial position. Based on the prolonged housing downturn and our goals of maintaining a strong and liquid balance sheet and positioning our business to capitalize on future growth opportunities, in 2010, we remain focused on generatingcontinued to manage our use of cash to operate our business and preserving cash. During the yearwe made strategic acquisitions of attractive land assets that met our investment and marketing standards. We ended November 30, 2009, we generated positive operating cash flows of $349.9 million and ended theour 2010 fiscal year with $1.29$1.02 billion of cash and cash equivalents and restricted cash, and no cash borrowings under the Credit Facility. We also had no cash borrowings outstanding under the Credit Facilitycompared to $1.29 billion at November 30, 2008.2009. The majority of our cash and cash equivalents were invested in money market accounts and U.S. government securities. Depending on housing market conditions in 2011, we plan to use a portion of our unrestricted cash to acquire additional land assets and increase our active community count.


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Capital Resources.  At November 30, 2009,2010, we had $1.82$1.78 billion of mortgages and notes payable outstanding compared to $1.94$1.82 billion outstanding at November 30, 2008. The decrease in our debt balance was mainly due to2009, reflecting the maturity and repayment of $200.0 million in aggregate principal amount of our 85/8% senior subordinated notes (the “$200 Million Senior Subordinated Notes”) on December 15, 2008 and the purchase of $250.0 million in aggregate principal amount of the $350 Million Senior Notes. The impact of these transactions on our overall debt balance was partially offset by our issuance of $265.0 million in aggregate principal amount of 9.1% senior notes due 2017 (the “$265 Million Senior Notes”) and the addition of debt associated with previously unconsolidated joint ventures that were consolidated during 2009.
On July 30, 2009, pursuant to the automatically effective universal shelf registration statement we filed with the SEC on October 17, 2008 (the “2008 Shelf Registration”), we issued the $265 Million Senior Notes, which are due on September 15, 2017, with interest payable semiannually, represent senior unsecured obligations and rank equally in right of payment with all of our existing and future senior indebtedness. The $265 Million Senior Notes may be redeemed in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption at a defined rate, plus, in each case accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by certain of our subsidiaries (the “Guarantor Subsidiaries”) on a senior unsecured basis. We used substantially all of the net proceeds from the issuance of the $265 Million Senior Notes to purchase, pursuant to a simultaneous tender offer, $250.0 million in aggregate principal amount of the $350 Million Senior Notes for total consideration of $252.5 million. The two transactions effectively extended the maturity of $250.0 million of our senior debt by six years, enhancing the maturity schedule of our outstanding public debt. Our next scheduled public debt maturity is in 2011, when the remaining $100.0 million of our $350 Million Senior Notes mature. After this, there are no scheduled maturities of our outstanding public debt until 2014, when $250.0 million of our 53/4% senior notes (the “$250 Million Senior Notes”) become due.
In managing our investments in unconsolidated joint ventures, we expect that in some cases, we may purchase our partners’ interests and consolidate certain of the joint ventures, as occurred in 2009 and 2008. The consolidation of unconsolidated joint ventures, should any occur, could result in an increase in the amount of mortgages and notes payable on our consolidated balance sheets. As of November 30, 2009, the consolidation of debt from previously unconsolidated joint ventures did not have a material impact on our consolidated financial position. We do not believe any expected future consolidations would have a material effect on our consolidated financial position, our results of operations, our liquidity, or our abilityland contracts due to comply with the terms governing the Credit Facility or public debt.land sellers and other loans during 2010.
 
Our financial leverage, as measured by the ratio of debt to total capital, was 73.8% at November 30, 2010, compared to 72.0% at November 30, 2009, compared to 70.0% at November 30, 2008.2009. The increase in our financial leverage primarily reflected the decrease in our stockholders’ equity as a result of net losses and inventory impairment and land option contract abandonment charges we incurred in 2009.2010. Our ratio of net debt to total capital at November 30, 20092010 was 42.9%54.5%, compared to 45.4%42.9% at November 30, 2008.2009.
At November 30, 2009, we maintained the Credit Facility with a syndicate of lenders that was scheduled to mature in November 2010. Anticipating that we would not need to borrow under the Credit Facility before its scheduled maturity and to trim the costs associated with maintaining it, effective December 28, 2009, we voluntarily reduced the aggregate commitment under the Credit Facility from $650.0 million to $200.0 million, and effective March 31, 2010, we voluntarily terminated the Credit Facility.
With the Credit Facility’s termination, we proceeded to enter into the LOC Facilities with various financial institutions to obtain letters of credit in the ordinary course of operating our business. As of November 30, 2010, $87.5 million of letters of credit were outstanding under the LOC Facilities. The LOC Facilities require us to deposit and maintain cash with the financial institutions as collateral for our letters of credit outstanding. As of November 30, 2010, the amount of cash maintained for the LOC Facilities totaled $88.7 million and was included in restricted cash on our consolidated balance sheet as of that date. In 2011, we may maintain or, if necessary or desirable, enter into additional or expanded letter of credit facilities with the same or other financial institutions.
 
Under the terms of the Credit Facility, we arewere required, among other things, to maintain a minimum consolidated tangible net worth and certain financial statement ratios, and arewere subject to limitations on acquisitions, inventories and indebtedness. Specifically,As a result of the Credit Facility’s termination, these restrictions and requirements are no longer in effect. In addition, the termination of the Credit Facility requires us to maintain a minimum consolidated tangible net worth of $1.00 billion, reduced by the cumulative deferred tax valuation allowances not to exceed $721.8 million (“Permissible Deferred Tax Valuation Allowances”). The minimum consolidated tangible net worth requirement is increased by the amount of the proceeds from any issuance of capital stockreleased and 50%discharged six of our cumulative consolidated net income, before the effect of deferred tax valuation allowances, for each quarter after May 31, 2008 where we have cumulative consolidated


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net income. There is no decrease when we have cumulative consolidated net losses. At November 30, 2009, our applicable minimum consolidated tangible net worth requirement was $278.2 million.
The aggregate commitment under the Credit Facility, in accordance with its terms, was permanently reducedsubsidiaries from $800.0 million to $650.0 million in the second quarter of 2009 because our consolidated tangible net worth was below $800.0 million at February 28, 2009. As of November 30, 2009, we had no cash borrowings outstanding and $175.0 million in letters of credit outstanding under the Credit Facility. Accordingly, we had $475.0 million available for future borrowings under the Credit Facility at November 30, 2009.
On December 28, 2009, we voluntarily reduced the aggregate commitment under the Credit Facility to $200.0 million to reduce costs associated with maintaining the Credit Facility.
Other financial statement ratios required under the Credit Facility consist of maintaining at the end of each fiscal quarter a Coverage Ratio greater than 1.00 to 1.00 and a Leverage Ratio less than 2.00 to 1.00, 1.25 to 1.00, or 1.00 to 1.00, depending on our Coverage Ratio. The Coverage Ratio is the ratio of our consolidated adjusted EBITDA to consolidated interest expense (as defined under the Credit Facility) over the previous 12 months. The Leverage Ratio is the ratio of our consolidated total indebtedness (as defined under the Credit Facility) to the sum of consolidated tangible net worth and Permissible Deferred Tax Valuation Allowances (“Adjusted Consolidated Tangible Net Worth”).
If our Coverage Ratio is less than 1.00 to 1.00, we will not be in default under the Credit Facility provided that our Leverage Ratio is less than 1.00 to 1.00 and we establish with the Credit Facility’s administrative agent an Interest Reserve Account equal to the amount of interest we incurred on a consolidated basis during the most recent completed quarter, multiplied by the number of quarters remaining until the Credit Facility maturity date of November 2010, not to exceed a maximum of four. We may withdraw all amounts deposited in the Interest Reserve Account when our Coverage Ratio at the end of a fiscal quarter is greater than or equal to 1.00 to 1.00, provided that there is no default under the Credit Facility at the time the amounts are withdrawn. An Interest Reserve Account is not required when our actual Coverage Ratio is greater than or equal to 1.00 to 1.00.
The covenants under the Credit Facility represent the most restrictive covenants we haveguaranteeing any obligations with respect to our mortgages andsenior notes payable.(the “Released Subsidiaries”). Three of our subsidiaries (the “Guarantor Subsidiaries”) continue to provide a guarantee with respect to our senior notes.
 
The following table presents certain key financial metrics we are requiredIn addition to maintain underthe cash deposits maintained for the LOC Facilities, restricted cash on our Credit Facilityconsolidated balance sheet at November 30, 2009 and our actual ratios:
November 30, 2009
Covenant
Financial Covenant
RequirementActual
Minimum consolidated tangible net worth$278.22010 included $26.8 million$700.9 million
Coverage Ratio(a)(a)
Leverage Ratio (b)≤1.00.39
Investment in subsidiaries and joint ventures as a percentage of Adjusted Consolidated Tangible Net Worth<35%11%
Borrowing base in excess of senior indebtedness (as defined)Greater than zero$474.7 million
(a)Our Coverage Ratio of .77 was less than 1.00 to 1.00 as of November 30, 2009. With our Leverage Ratio as of August 31, 2009 below 1.00 to 1.00, we maintained an Interest Reserve Account through the fourth quarter of 2009 to remain in compliance with the terms of the Credit Facility. The Interest Reserve Account had a balance of $114.3 million at November 30, 2009. With our Leverage Ratio as of November 30, 2009 below 1.00 to 1.00, we will continue to maintain the Interest Reserve Account in the first quarter of 2010, but the balance is expected to decrease to $90.2 million by the end of that period, reflecting a decrease in the applicable multiplier from four to three based on the number of fiscal quarters remaining until the Credit Facility matures in November 2010.
(b)The Leverage Ratio requirement varies based on our Coverage Ratio. If our Coverage Ratio is greater than or equal to 1.50 to 1.00, the Leverage Ratio requirement is less than 2.00 to 1.00. If our Coverage Ratio is between 1.00 and 1.50 to 1.00, the Leverage Ratio requirement is less than 1.25 to 1.00. If our Coverage Ratio is less than 1.00 to 1.00, the Leverage Ratio requirement is less than or equal to 1.00 to 1.00.


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The following table presents the same financial metrics and actual ratios at November 30, 2008:
November 30, 2008
Covenant
Financial Covenant
RequirementActual
Minimum consolidated tangible net worth$278.2 million$827.9 million
Coverage Ratio(a)(a)
Leverage Ratio≤1.00.47
Investment in subsidiaries and joint ventures as a percentage of Adjusted Consolidated Tangible Net Worth<35%15%
Borrowing base in excess of senior indebtedness (as defined)Greater than zero$825.0 million
(a)Our Coverage Ratio of negative .27 was less than 1.00 to 1.00 as of November 30, 2008. With our Leverage Ratio as of August 31, 2008 below 1.00 to 1.00, we established the Interest Reserve Account with a balance of $115.4 million in the fourth quarter of 2008 to remain in compliance with the terms of the Credit Facility. The Interest Reserve Account had a balance of $115.4 million at November 30, 2008.
If our Coverage Ratio is less than 2.00 to 1.00, we are restricted from optional payment or prepayment of principal, interest or any other amountcash in an escrow account required as collateral for subordinated obligations before their maturity; payments to retire, redeem, purchase or acquire for value shares of capital stock from or with non-employees; and investments in a holder of 5% or more of our capital stock if the purpose of the investment is to avoid default. These restrictions do not apply if (a) our unrestricted cash equals or exceeds the aggregate commitment; (b) there are no outstanding borrowings against the Credit Facility; and (c) there is no default under the Credit Facility.
Other covenants contained in the Credit Facility provide that (a) transactions with employees for exchanges of capital stock, such as payments for incentive and employee benefit plans or cashless exercises of stock options, cannot exceed $5.0 million in any fiscal year; (b) our unimproved land book value cannot exceed consolidated tangible net worth; (c) investments in subsidiaries and joint ventures (as defined in the Credit Facility) cannot exceed 35% of Adjusted Consolidated Tangible Net Worth; (d) speculative home deliveries within a given quarter cannot exceed 40% of the previous 12 months’ total deliveries; and (e) the borrowing base (as defined in the Credit Facility) cannot be lower than total senior indebtedness (as defined in the Credit Facility).surety bond.
 
The indenture governing our senior notes does not contain any financial maintenance covenants. Subject to specified exceptions, the senior notes indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness;indebtedness, or engage in sale-leaseback transactions involving property or assets above a certain specified value; or engage invalue. Unlike our other senior notes, the terms governing our $265 Million Senior Notes contain certain limitations related to mergers, consolidations, orand sales of assets.
 
As of November 30, 2009,2010, we were in compliance with the applicable terms of all of our covenants under the Credit Facility,our senior notes, the indenture, and mortgages and land contracts due to land sellers and other loans. Our ability to continue to borrow funds dependssecure future debt financing may depend in part on our ability to remain in such compliance. Our inability to do so could make it more difficult and expensive to maintain our current level of external debt financing or to obtain additional financing.
 
As further discussed below under the heading “Off-Balance Sheet Arrangements,” our unconsolidated joint ventures are subject to various financial and non-financial covenants in conjunction with theirapply to the outstanding debt primarily related to fair value of collateralour unconsolidated joint ventures, and minimum land purchase or sale requirements within a specified period. In a few instances, the financial covenants are based on our financial position. The inabilityfailure of such an unconsolidated joint venture to comply with itsany applicable debt covenants could result in a default and cause lenders to seek to enforce guarantees, if applicable, provided by usand/or our corresponding unconsolidated joint venture partner(s).
During As discussed above under “Part I — Item 3. Legal Proceedings,” we are currently party to an involuntary bankruptcy case initiated by the quarter ended February 28, 2009,lenders to one of these unconsolidated joint ventures, which may impact the enforcement of a guarantee. An unfavorable outcome in this case could have a material adverse effect on our boardconsolidated financial position and results of directors declared a cash dividend of $.0625 per share of common stock, which was paid on February 19, 2009 to stockholders of record on February 5, 2009. During the quarter ended May 31, 2009, our board of directors declared a cash dividend of $.0625 per share of common stock, which was paid on May 21, 2009 to stockholders of record on May 7, 2009. During the quarter ended August 31, 2009, our board of directors declared a cash dividend of $.0625 per share of common stock, which was paid on August 20, 2009 to stockholders of record August 6, 2009. During the quarter ended November 30, 2009, our board of directors declared a


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cash dividend of $.0625 per share of common stock, which was paid on November 19, 2009 to shareholders of record on November 5, 2009. During 2009, we have declared and paid total cash dividends of $.25 per share of common stock.operations.
 
Depending on available terms, we also finance certain land acquisitions with purchase-money financing from land sellers or with other forms of financing from third parties. At November 30, 2009,2010, we had outstanding notesmortgages and land contracts due to land sellers and other loans payable in connection with such financing of $164.0$118.1 million, secured primarily by the underlying property, which had a carrying value of $189.9$161.9 million.


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Consolidated Cash Flows.  Operating, investing and financing activities used net cash of $269.5 million in 2010 and $202.2 million in 2008. These activities provided net cash of $36.4 million in 2009 and $539.6 million in 2007. These2009.
Operating Activities.  Operating activities used net cash of $202.2$133.9 million in 2008.
Operating Activities.  Over the past three years, we have generated substantial2010 and provided net cash of $349.9 million in 2009. Theyear-over-year change in net operating cash flows from operating activities,was largely due to strategic reductionsan increase in our inventories as we took actions to align our business with reduced housing market activity and improve our liquidity. These actions have included exiting or winding down operations in certain markets, selling non-strategic land positions and remaining conservative in our2010, reflecting land acquisition and development activities. There is no assurance that we will generate similar cash flow from operating activities in 2010. While we intendactivity undertaken as part of our strategy to continue to prudently manage our inventory balances, in connection with our goal of restoringrestore our homebuilding operations to profitability, as discussed above under “Part I — Item 1. Business — Strategy.” In contrast, in 2009, we planstrategically reduced our inventories and limited land purchase activity to pursue land acquisitions to facilitate growth inalign our community count and, depending on future housingoperations with the prevailing market conditions during that period and the availability of attractive opportunities,to support our balance sheet goals. As noted above under “Overview,” we may use a portion of our unrestricted cash balancein 2011 to acquire additional land assets and increase our inventory levels.active community count, depending on market conditions.
 
Operating activities provided net cash flows of $349.9 million in 2009 and $341.3 million in 2008. Our sourcesuses of operating cash in 2010 included a net increase in inventories of $129.3 million (excluding inventory impairments and land option contract abandonments, $55.2 million of inventories acquired through seller financing and a decrease of $41.6 million in consolidated inventories not owned) in conjunction with our land asset acquisition activities, a decrease in accounts payable, accrued expenses and other liabilities of $199.2 million, a net loss of $69.4 million, and other operating uses of $1.7 million. Partially offsetting the cash used was a decrease in receivables of $211.3 million, mainly due to a $190.7 million federal income tax refund we received during the first quarter of 2010 as a result of the carryback of our 2009 includedNOLs to offset earnings we generated in 2004 and 2005.
In 2009, operating cash was provided by a net decrease in inventories of $433.1 million (excluding inventory impairments and land option contract abandonments, $16.2 million of inventories acquired through seller financing, a decrease of $45.3 million in consolidated inventories not owned, and an increase of $97.6 million in inventories in connection with the consolidation of certain previously unconsolidated joint ventures), other operating sources of $8.3 million and various noncash items added to the net loss.loss for the year. The cash provided in 2009 was partly offset by a decrease in accounts payable, accrued expenses and other liabilities of $252.6 million and a net loss of $101.8 million.
 
In 2008, operating cash was provided by a net decrease in inventories of $545.9 million (excluding inventory impairments and land option contract abandonments, $90.0 million of inventories acquired through seller financing and a decrease of $143.1 million in consolidated inventories not owned), other operating sources of $32.6 million and various noncash items added to the net loss.loss for the year. Partially offsetting the cash provided in 2008 was a net loss of $976.1 million, a decrease in accounts payable, accrued expenses and other liabilities of $282.8 million and an increase in receivables of $60.6 million.
 
In 2007, operating cash provided by our continuing operations included a net decrease in inventories of $779.9 million (excluding inventory impairments and land option contract abandonments, $4.1 million of inventories acquired through seller financing and a decrease of $409.5 million in consolidated inventories not owned), other operating sources of $13.4 million and various noncash items added to the loss from continuing operations. Partially offsetting the cash provided in 2007 was a net loss of $929.4 million, a decrease in accounts payable, accrued expenses and other liabilities of $340.6 million and an increase in receivables of $71.4 million. Our French discontinued operations provided net cash from operating activities of $297.4 million in 2007.
Investing Activities.  Investing activities used net cash of $16.1 million in 2010, $21.3 million in 2009 and $52.5 million in 2008. In 2010, cash of $15.7 million was used for investments in unconsolidated joint ventures and $.4 million was used for net purchases of property and equipment. The year-over-year decreases in cash used for investing activities in 2010 and 2009 were primarily due to a reduction in our investments and participation in unconsolidated joint ventures each year. In 2009, $19.9 million of cash was used for investments in unconsolidated joint ventures and $1.4 million of cash was used for net purchases of property and equipment. In 2008, $59.6 million of cash was used for investments in unconsolidated joint ventures. The cash used in 2008ventures was partially offset by $7.1 million provided from net sales of property and equipment.
 
In 2007, continuing operations provided cash of $739.8 million from the sale of our French discontinued operations, net of cash divested, and $.6 million was provided from net sales of property and equipment. Partially offsetting the cash provided in the period was $85.2 million of cash used for investments in unconsolidated joint ventures. Our French discontinued operations used net cash of $12.1 million for investing activities in 2007.
Financing Activities.  Net cash used for financing activities totaled $119.5 million in 2010, $292.2 million in 2009 and $491.0 million in 2008. We used a larger amount of cash for financing activities in 2009 than in 2010 primarily due to our repayment of $200.0 million in aggregate principal amount of 85/8% senior subordinated notes upon their scheduled maturity in December 2008. In 2009, our uses of financing cash decreased from the prior year due to cash required to establish an interest reserve account in connection with the Credit Facility in 2008 (which was restricted cash) and the higher amount of dividends paid on our common stock in 2008.
In 2010, cash was used for net payments on mortgages and land contracts due to land sellers and other loans of $101.2 million, dividend payments on our common stock of $19.2 million, an increase in the restricted cash balance of $1.2 million, and repurchases of common stock of $.4 million in connection with the satisfaction of employee withholding taxes on vested restricted stock. The cash used was partially offset by $1.9 million provided from the issuance of common stock under employee stock plans and $.6 million from excess tax benefits associated with the exercise of stock options.
As with the dividends on our common stock paid in 2009, our board of directors declared four quarterly cash dividends of $.0625 per share of common stock during 2010. The last of these was paid on November 18, 2010 to


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shareholders of record on November 4, 2010. The declaration and payment of future cash dividends on our common stock are at the discretion of our board of directors, and depend upon, among other things, our expected future earnings, cash flows, capital requirements, debt structure and any adjustments thereto, operational and financial investment strategy and general financial condition, as well as general business conditions.
In 2009, cash was used for the repayment of $250.0 million in aggregate principal amount of the $350 Million Senior Notes and the $200 Million Senior Subordinated Notes,$200.0 million in aggregate principal amount of 85/8% senior subordinated notes due December 15, 2008 upon their maturity, payments of $79.0 million on mortgages and land contracts


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due to land sellers and other loans, dividend payments on our common stock of $19.1 million, payment of senior notes issuance costs of $4.3 million, and repurchases of common stock of $.6 million in connection with the satisfaction of employee withholding taxes on vested restricted stock. These uses of cash in 2009 were partly offset by $259.7 million of cash provided from the issuance of the $265 Million Senior Notes, $3.1 million of cash provided from the issuance of common stock under employee stock plans and $1.1 million of cash provided from a reduction in the balance of cash deposited in an interest reserve account we established in connection with the Interest Reserve AccountCredit Facility (which iswas restricted cash).
 
In 2008, cash was used for the early redemption of the $300 Million Senior Subordinated Notes, to establish the Interest Reserve Accountan interest reserve account with a balance of $115.4 million as required under the terms ofin connection with the Credit Facility (which was restricted cash), dividend payments on our common stock of $63.0 million, net payments on short-term borrowingsmortgages and land contracts due to land sellers and other loans of $12.8 million and repurchases of common stock of $1.0 million in connection with the satisfaction of employee withholding taxes on vested restricted stock. These uses of cash in 2008 were partly offset by $7.0 million provided from the issuance of common stock under our employee stock plans.
 
In 2007, our continuing operations used cash for the repayment of the $400 Million Term Loan, which was scheduled to mature on April 11, 2011, the early redemption of the $250 Million Senior Subordinated Notes, net payments on short-term borrowings of $114.1 million, dividend payments of $77.2 million, and repurchases of common stock of $6.9 million in connection with the satisfaction of employee withholding taxes on vested restricted stock. These uses of cash were partly offset by $12.3 million of cash provided from the issuance of common stock under our employee stock plans and $.9 million of excess tax benefit associated with the exercise of stock options. Our French discontinued operations used net cash of $306.5 million for financing activities in 2007.
Shelf Registration Statement.  On October 17, 2008, we filed the 2008an automatically effective universal shelf registration statement (the “2008 Shelf RegistrationRegistration”) with the SEC, registering debt and equity securities that we may issue from time to time in amounts to be determined. Our previously effective shelf registration filed with the SEC on November 12, 2004 (the “2004 Shelf Registration”) was subsumed within the 2008 Shelf Registration. On July 30, 2009, we issued the $265 Million Senior Notes under the 2008 Shelf Registration. We have not issued any other securities under the 2008 Shelf Registration.
 
Share Repurchase Program.  At November 30, 2009,2010, we were authorized to repurchase four million shares of our common stock under a board-approved share repurchase program. We did not repurchase any shares of our common stock under this program in 2009.2010. We have not repurchased common shares pursuant to a common stock repurchase plan for the past several years and any resumption of such stock repurchases will be at the discretion of our board of directors.
 
In the present environment, we are carefully managing our use of cash for investments internal to our business, investments tomaintain and grow our business and potential additional debt reductions.business. Based on our current capital position, we believe we have adequate resources and sufficient access to external financing sources to satisfy our current and reasonably anticipated future requirements for funds to acquire capital assets and land, consistent with our investment, marketing strategies and investmentoperational standards, to construct homes, to finance our financial services operations, and to meet any other needs in the ordinary course of our business, both on a short- and long-term basis. Although we anticipate that our land asset acquisition and development activities will remain limitedsubject to market conditions in the near term until markets stabilize,2011, we are analyzing potential asset acquisitions and will use our present financial strengthposition and cash resources to acquirepurchase assets in good,desirable, long-term markets when the prices, timing and strategic fit are compelling.meet our investment and marketing standards. We may also use or redeploy our cash or engage in other financial transactions in 2011 to modify our overall debt structure to, among other things, reduce our financial leverage and interest costs.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We participatehave investments in unconsolidated joint ventures that conduct land acquisition, developmentand/or other homebuilding activities in various markets typically where our homebuilding operations are located. Our partners in these unconsolidated joint ventures are unrelated homebuilders, and/or land developers and other real estate entities, or commercial enterprises. ThroughWe entered into these unconsolidated joint ventures we seekin previous years to reduce andor share market and development risks and to reduce our investment in land inventory, while potentially increasingincrease the number of homesites we control or will own.our owned and controlled homesites. In some instances, participating in unconsolidated joint ventures enableshas enabled us to acquire and develop land that we might not otherwise have had access to due to a project’s size, financing needs, duration of development or other circumstances. While we viewhave viewed our participation in unconsolidated joint ventures as beneficial to our homebuilding activities, we do not view such


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participation as essential.essential and have unwound our participation in a number of unconsolidated joint ventures in the past few years.
 
Weand/or our unconsolidated joint venture partners typically obtainhave obtained options or enterentered into other arrangements to have the right to purchase portions of the land held by certain of the unconsolidated joint ventures. The prices for these land options or other arrangements are generally negotiated prices that approximate fair value. When an unconsolidated joint venture


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sells land to our homebuilding operations, we defer recognition of our share of such unconsolidated joint venture earnings until a home sale is closed and title passes to a homebuyer, at which time we account for those earnings as a reduction of the cost of purchasing the land from the unconsolidated joint venture.
 
We and our unconsolidated joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures, typically on a pro rata basis. The obligations to make capital contributions are governed by each unconsolidated joint venture’s respective operating agreement and related documents. We also share in the profits and losses of these unconsolidated joint ventures generally in accordance with our respective equity interests. These unconsolidated joint ventures had total assets of $789.4 million at November 30, 2010 and $921.5 million at November 30, 2009 and $1.26 billion2009. Our investment in these unconsolidated joint ventures totaled $105.6 million at November 30, 2008. Our investment in unconsolidated joint ventures totaled2010 and $119.7 million at November 30, 2009 and $177.6 million at November 30, 2008. During 2009 and 2008, we reduced our investments in unconsolidated joint ventures as part of the overall management of our inventory and the strategic positioning of our business operations, resulting in our winding down, consolidating or dissolving certain unconsolidated joint ventures. In addition, in light of surrounding circumstances concerning one of our unconsolidated joint ventures, we believe it is unlikely we will purchase and develop land from the joint venture as originally intended, and, as a result, reclassified $50.6 million of a liability associated with the previously anticipated land purchase and development against the investment in this unconsolidated joint venture in 2009. We expect our investments in unconsolidated joint ventures will continue to decrease over time and are reviewing each investment to ensure it fits into our current overall strategic plans and business objectives.
 
The unconsolidated joint ventures financehave financed land and inventory investments through a variety of arrangements. To finance their respective land acquisition and development activities, manycertain of our unconsolidated joint ventures have obtained loans from third-party lenders that are secured by the underlying property and related project assets. TheOur unconsolidated joint ventures had outstanding debt, substantially all of which was secured, of approximately $514.2$327.9 million at November 30, 20092010 and $871.3$469.1 million at November 30, 2008. The unconsolidated joint ventures are subject to various financial and non-financial covenants in conjunction with their2009. South Edge accounted for all or most of those outstanding debt primarily related to fair value of collateral and minimum land purchase or sale requirements within a specified period. In a few instances, the financial covenants are based on our financial position. The inability of an unconsolidated joint venture to comply with its debt covenants could result in a default and cause lenders to seek to enforce guarantees, if applicable, as described below.amounts.
 
In certain instances, weand/or our partner(s) in an unconsolidated joint venture provide guarantees and indemnities to the unconsolidated joint venture’s lenders that may include one or more of the following: (a) ahave provided completion guaranty; (b) a loan-to-value maintenance guaranty;and/or (c) a carve-out guaranty.guaranties. A completion guaranty refers to the physical completion of improvements for a projectand/or the obligation to contribute equity to an unconsolidated joint venture to enable it to fund its completion obligations. A loan-to-value maintenance guaranty refers toOur potential responsibility under our completion guarantees, if triggered, is highly dependent on the paymentfacts of funds to maintain the applicable loan balance at or below a specific percentage of the value of an unconsolidated joint venture’s secured collateral (generally land and improvements).particular case. A carve-out guaranty generally refers to the payment of (i) losses a lender suffers due to certain bad acts or omissions by an unconsolidated joint venture or its partners, such as fraud or misappropriation, or due to environmental liabilities arising with respect to the relevant project, or (ii) outstanding principal and interest and certain other amounts owed to lenders upon the filing by an unconsolidated joint venture of a voluntary bankruptcy petition or, in certain circumstances, the filing of an involuntary bankruptcy petition by creditors of the unconsolidated joint venture in which an unconsolidated joint venture or its partners collude or which the unconsolidated joint venture fails to contest.petition.
 
In most cases, our maximum potential responsibility under these guarantees and indemnities is limitedaddition to either a specified maximum dollar amount or an amount equal to our pro rata interest in the relevant unconsolidated joint venture. In a few cases, we have entered into agreements with our unconsolidated joint venture partners to be reimbursed or indemnified with respect to theabove-described guarantees, we have also provided a Springing Repayment Guaranty to an unconsolidated joint venture’sthe lenders for any amounts we may pay pursuant to such guarantees above our pro rata interestSouth Edge. The Springing Repayment Guaranty and certain legal proceedings regarding South Edge are discussed further below in Note 15. Legal Matters in the unconsolidated joint venture. If our unconsolidated joint venture partners are unableNotes to fulfill their reimbursement or indemnity obligations, or otherwise fail to do so, we could incur more than our allocable share under the relevant guaranty. Should there be indications that advances (if made) will not be voluntarily repaid by an unconsolidated joint venture partner under any such


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reimbursement arrangements, we vigorously pursue all rights and remedies available to us under the applicable agreements, at law orConsolidated Financial Statements in equity to enforce our rights.
Our potential responsibility under our completion guarantees, if triggered, is highly dependent on the facts of a particular case. In any event, we believe our actual responsibility under these guarantees is limited to the amount, if any, by which an unconsolidated joint venture’s outstanding borrowings exceed the value of its assets, but may be substantially less than this amount.
At November 30, 2009, our potential responsibility under our loan-to-value maintenance guarantees totaled approximately $3.8 million, if any liability were determined to be due thereunder. This amount represents our maximum responsibility under such loan-to-value maintenance guarantees assuming the underlying collateral has no value and without regard to defenses that could be available to us against any attempted enforcement of such guarantees.
Notwithstanding our potential unconsolidated joint venture guaranty and indemnity responsibilities and resolutions we have reached in certain instances with unconsolidated joint venture lenders with respect to those potential responsibilities, at this time we do not believe, except as described below, that our existing exposure under our outstanding completion, loan-to-value and carve-out guarantees and indemnities related to unconsolidated joint venture debt is material to our consolidated financial position or results of operations.
report. The lenders for twoto one of our other unconsolidated joint ventures have filed lawsuitsa lawsuit against some of the unconsolidated joint ventures’venture’s members and certain of those members’ parent companies seeking to recover damages under completion guarantees, among other claims.claims(Wachovia Bank, N.A. v. Focus Kyle Group LLC, et al. U.S. District Court, Southern District of New York (CaseNo. 08-cv-8681 (LTS)(GWG))). We and the other parent companies, together with the members, are defending the lawsuitslawsuit.
In June 2009, the Financial Accounting Standards Board (“FASB”) revised the authoritative guidance for determining the primary beneficiary of a variable interest entity (“VIE”). In December 2009, the FASB issued Accounting Standards UpdateNo. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU2009-17”), which provided amendments to Accounting Standards Codification No. 810, “Consolidation” (“ASC 810”) to reflect the revised guidance. The amendments to ASC 810 replaced the quantitative-based risk and rewards calculation for determining which reporting entity, if any, has a controlling interest in a VIE with an approach focused on identifying which theyreporting entity has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (i) the obligation to absorb losses of the VIE or (ii) the right to receive benefits from the VIE. The amendments also require additional disclosures about a reporting entity’s involvement with VIEs. We adopted the amended provisions of ASC 810 effective December 1, 2009. The adoption of the amended provisions of ASC 810 did not have been named and are currently exploring resolutions with the lenders, but there is no assurance that the parties involved will reach satisfactory resolutions. Related to these lawsuits, an arbitration proceeding has commenced among the members (including us) of one of these unconsolidated joint ventures concerning the members’ respective obligations in regards to the unconsolidated joint venture. We have not concluded whether any potential outcome of these proceedings is likely, individually or in the aggregate, to bea material toeffect on our consolidated financial position or results of operations.
 
In additionOur investments in joint ventures may create a variable interest in a VIE, depending on the contractual terms of the arrangement. We analyze our joint ventures in accordance with ASC 810 to determine whether they are VIEs and, if so,


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whether we are the above-described guarantees and indemnities, we have also provided a several guaranty to the lenders of oneprimary beneficiary. All of our unconsolidated joint ventures. By its terms, the guaranty purports to guarantee the repayment of principalventures at November 30, 2010 and interest and certain other amounts owed to the unconsolidated joint venture’s lenders when an involuntary bankruptcy proceeding is filed against the unconsolidated joint venture that is not dismissed within 60 days or for which an order approving relief under bankruptcy law is entered, even if the unconsolidated joint venture or its partners do not collude in the filing and the unconsolidated joint venture contests the filing. Our potential responsibility under this several guaranty fluctuates with the unconsolidated joint venture’s debt and with our and our partners’ respective land purchases from the unconsolidated joint venture. At November 30, 2009 this unconsolidated joint venture had total outstanding indebtedness of approximately $372.9 million and, if this guaranty were then enforced, our maximum potential responsibilitydetermined under the guaranty would have been approximately $182.7 million, which amount does not account for any offsets or defenses that couldprovisions of ASC 810 applicable at each such date to be available to us.
Certain of our other unconsolidated joint ventures, operating in difficult market conditions are in default of their debt agreements with their lenderseither because they were not VIEs or, are at risk of defaulting. In addition, certain of our unconsolidated joint venture partners have curtailed funding of their allocable joint venture obligations. We are carefully managing our investments in these particular unconsolidated joint ventures and are working withif they were VIEs, we were not the relevant lenders and unconsolidated joint venture partners to reach satisfactory resolutions. In some instances, we may decide to purchase our partners’ interests and consolidate the joint venture, which could result in an increase in the amount of mortgages and notes payable on our consolidated balance sheets. However, such purchases may not resolve a claimed default by the joint venture under its debt agreements. Based on the terms and amountsprimary beneficiary of the debt involved for these particular unconsolidated joint ventures and the terms of the applicable joint venture operating agreements, we do not believe that our exposure related to any defaults by or with respect to these particular unconsolidated joint ventures is material to our consolidated financial position, results of operations or liquidity.VIEs.
 
In the ordinary course of our business, we enter into land option contracts, (oror similar agreements) in ordercontracts, to procure land for the construction of homes. The use of such land option and other similar contracts generally allows us to reduce the market risks associated with direct land ownership and development, reduces our capital and financial commitments, including


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interest and other carrying costs, and minimizes the amount of our land inventories on our consolidated balance sheets. Under such land option contracts, we will pay a specified option deposit or earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price. Under the requirements of Accounting Standards Codification Topic No.ASC 810, “Consolidation” (“ASC 810”), certain of our land optionthese contracts may create a variable interest for us, with the land seller being identified as a variable interest entity (“VIE”).VIE.
 
In compliance with ASC 810, we analyze our land option contracts and other contractual arrangements when theysimilar contracts to determine whether the corresponding land sellers are entered into or upon a reconsideration event. As a result of our analyses, we have consolidated certain VIEs from whichand, if so, whether we are purchasing land under option contracts.the primary beneficiary. Although we do not have legal title to the optioned land, ASC 810 requires us to consolidate thea VIE if we are determined to be the primary beneficiary. InAs a result of our analyses, we determined that as of November 30, 2010 we were not the primary beneficiary of any VIEs from which we are purchasing land under land option and other similar contracts. Since adopting the amended provisions of ASC 810, in determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. We also consider whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE.
Based on our analyses as of November 30, 2009, which were performed before we adopted the amended provisions of ASC 810, we determined that we were the primary beneficiary of certain VIEs from which we were purchasing land under land option or other similar contracts and, therefore, consolidated such VIEs. Prior to our adoption of the amended provisions of ASC 810, in determining whether we were the primary beneficiary, we considered, among other things, the size of our deposit relative to the contract price, the risk of obtaining land entitlement approval, the risk associated with land development required under the land option or other similar contract, and the risk of changes in the market value of the optioned land during the contract period. The consolidation of VIEs in which we determined we were the primary beneficiary increased inventories, with a corresponding increase to accrued expenses and other liabilities, on our consolidated balance sheetssheet by $21.0 million at November 30, 2009 and $15.5 million at November 30, 2008.2009. The liabilities related to our consolidation of VIEs from which we are purchasinghave arranged to purchase land under option and other similar contracts represent the difference between the purchase price of land not yet purchased and our cash deposits. Our cash deposits related to these land option and other similar contracts totaled $4.1 million at November 30, 2009 and $3.4 million at November 30, 2008.2009. Creditors, if any, of these VIEs have no recourse against us.
As of November 30, 2009,2010, we had cash deposits totaling $.8$2.6 million associated with land option and other similar contracts that we determined to be unconsolidated VIEs, having an aggregate purchase price of $20.5 million. As of November 30, 2009, we also$86.1 million, and had cash deposits totaling $4.7$12.2 million associated with land option and other similar contracts that we determined were not VIEs, having an aggregate purchase price of $404.6$274.3 million.
 
We also evaluate our land option and similar contracts for financing arrangements in accordance with Accounting Standards Codification Topic No. 470, “Debt” (“ASC 470”). As, and, as a result of our evaluations, we increased our inventories, with a corresponding increase to accrued expenses and other liabilities, on our consolidated balance sheets by $15.5 million at November 30, 2010 and $36.1 million at November 30, 2009 and $81.5 million at November 30, 2008.2009.


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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
 
The following table presents our future cash requirements under contractual obligations as of November 30, 20092010 (in thousands)millions):
 
                                        
 Payments due by Period  Payments due by Period 
 Total 2010 2011-2012 2013-2014 Thereafter  Total 2011 2012-2013 2014-2015 Thereafter 
Contractual obligations:                                        
Long-term debt $1,820,370  $18,474  $245,294  $249,358  $1,307,244  $1,775.5  $204.3  $13.7  $998.3  $559.2 
Interest  644,431   112,365   216,496   200,001   115,569   578.3   110.5   212.0   157.3   98.5 
Operating lease obligations  40,150   11,657   17,950   9,033   1,510   31.7   9.4   15.3   7.0    
                      
Total (a) $2,504,951  $142,496  $479,740  $458,392  $1,424,323  $2,385.5  $324.2  $241.0  $1,162.6  $657.7 
                      
 
 
(a)Total contractual obligations exclude our accrual for uncertain tax positions recorded for financial reporting purposes as of November 30, 20092010 because we are unable to make a reasonable estimate of cash settlements with the respective taxing authorities for all periods presented. We anticipate potential cash settlement requirements for 20102011 to range from $3.0$2.0 million to $4.0$3.0 million.
 
We are often required to obtain performance bonds and letters of credit in support of our obligations to various municipalities and other government agencies in connection with community improvements such as roads, sewers and water, and to support similar development activities by certain of our unconsolidated joint ventures. At November 30, 2010, we had $414.3 million of performance bonds and $87.5 million of letters of credit outstanding. At November 30, 2009, we had $539.7 million of performance bonds and $175.0 million of letters of credit outstanding. At November 30, 2008, we had $761.1 million of performance bonds and $211.8 million of letters of credit outstanding. In the eventIf any such performance bonds or letters of credit are called, we would be obligated to reimburse the issuer of the performance bond or letter of credit. At this time, weWe do not believe that a material amount of any currently outstanding performance bonds or letters of credit will be called. Performance


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bonds do not have stated expiration dates. Rather, we are released from the performance bonds as the contractualunderlying performance is completed. The expiration dates of some letters of credit issued in connection with community improvements and certain unconsolidated joint ventures coincide with the expected completion dates of the related projects or obligations. If the obligations related to a project are ongoing, the relevantMost letters of credit, however, are issued with an initial term of one year and are typically extended on a year-to-year basis.basis until the related performance obligation is completed.
 
CRITICAL ACCOUNTING POLICIES
 
Discussed below are accounting policies that we believe are critical because of the significance of the activity to which they relate or because they require the use of significant judgment in their application.
 
Homebuilding Revenue Recognition.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in this report, revenues from housing and other real estate sales are recognized in accordance with ASC 360 when sales are closed and title passes to the buyer. Sales are closed when all of the following conditions are met: a sale is consummated, a significantsufficient down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably assured.
 
Inventories and Cost of Sales.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in this report, housing and land inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case the inventories are written down to fair value in accordance with ASC 360. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with the real estate assets, or other valuation techniques. Due to uncertainties in the estimation process, it is possible that actual results could differ from those estimates.estimated. Our inventories typically do not consist of completed projects. However, order cancellations or strategic considerations may result in our having a relatively small amount of inventory of constructed or partially constructed unsold homes. In 2010, we had slightly more standing inventory than we have had historically, as discussed above under “Part I — Item 1. Business — Community Development and Land Inventory Management.”
 
We rely on certain estimates to determine our construction and land costs and resulting gross margins associated with revenues recognized. Construction and land costs are comprised of direct and allocated costs, including estimated future costs for warranties and amenities. Land, land improvements and other common costs are generally allocated on a


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relative fair value basis to homes within a parcel or community. Land and land development costs include related interest and real estate taxes.
 
In determining a portion of the construction and land costs for each period, we rely on project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. It is possible that actual results could differ from budgeted amounts for various reasons, including construction delays, labor or materials shortages, increases in costs that have not yet been committed, changes in governmental requirements, unforeseen environmental hazard discoveries or other unanticipated issues encountered during construction. While the actual results for a particular construction project are accurately reported over time, variances between the budgeted and actual costs of a project could result in the understatement or overstatement of construction and land costs and homebuilding gross margins in a specific reporting period. To reduce the potential for such distortion, we have set forth procedures that collectively comprise a “critical accounting policy.” These procedures, which we have applied on a consistent basis, include updating, assessing and revising project budgets on a monthly basis, obtaining commitments from subcontractors and vendors for future costs to be incurred, reviewing the adequacy of warranty accruals and historical warranty claims experience, and utilizing the most current information available to estimate construction and land costs to be charged to expense. The variances between budgeted and actual costs have historically not had a material impact on our consolidated results of operations. We believe that our policies provide for reasonably dependable estimates to be used in the calculation and reporting of construction and land costs.
 
Inventory Impairments and Land Option Contract Abandonments.  As discussed in Note 6. Inventory Impairments and Land Option Contract Abandonments in the Notes to Consolidated Financial Statements in this report, each land parcel or community in our owned inventory is assessed to determine if indicators of potential impairment exist. Impairment indicators are assessed separately for each land parcel or community on a quarterly basis and include, but are not limited to: significant decreases in sales rates, average selling prices, volume of homes delivered, gross margins on homes delivered or projected margins on homes in backlog or future housing sales; significant increases in budgeted land development and construction costs or cancellation rates; or projected losses on expected future land sales. If indicators of potential impairment exist for a land parcel or community, the identified inventory is evaluated for recoverability in accordance with ASC 360. When an indicator of potential impairment is identified, we test the asset for recoverability by comparing the carrying amount of the asset to the


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undiscounted future net cash flows expected to be generated by the asset. The undiscounted future net cash flows are impacted by trends and factors known to us at the time they are calculated and our expectations related to: market supply and demand, including estimates concerning average selling prices; sales and cancellation rates; and anticipated land development, construction and overhead costs to be incurred. These estimates, trends and expectations are specific to each land parcel or community and may vary among land parcels or communities.
 
A real estate asset is considered impaired when its carrying amount is greater than the undiscounted future net cash flows the asset is expected to generate. Impaired real estate assets are written down to fair value, which is primarily based on the estimated future cash flows discounted for inherent risk associated with each asset. The discount rates used in our estimated discounted cash flows ranged from 17% to 20% during 2010 and from 10% to 22% during 2009 and 2008. These discounted cash flows are impacted by: the risk-free rate of return; expected risk premium based on estimated land development, construction and delivery timelines; market risk from potential future price erosion; cost uncertainty due to development or construction cost increases; and other risks specific to the asset or conditions in the market in which the asset is located at the time the assessment is made. These factors are specific to each land parcel or community and may vary among land parcels or communities.
 
Based on the results of our evaluations, we recognized pretax, noncash inventory impairment charges of $120.8$9.8 million in 2010 corresponding to eight communities or land parcels with a post-impairment fair value of $11.6 million. In 2009, we recognized pretax, noncash inventory impairment charges of $120.8 million corresponding to 61 communities or land parcels with a post-impairment fair value of $129.0 million. In 2008, we recognized
As of November 30, 2010, the aggregate carrying value of inventory that had been impacted by pretax, noncash inventory impairment charges of $565.9was $418.5 million, corresponding to 222representing 72 communities orand various other land parcels with a post-impairment fair value of $1.01 billion.
parcels. As of November 30, 2009, the aggregate carrying value of inventory that had been impacted by pretax, noncash inventory impairment charges was $603.9 million, representing 128 communities and various other land parcels. As of November 30, 2008, the aggregate carrying value of inventory impacted by pretax, noncash impairment charges was $1.01 billion, representing 163 communities and various other land parcels.
 
Our optioned inventory is assessed to determine whether it continues to meet our internal investment standards and marketing strategy.standards. Assessments are made separately for each optioned parcel on a quarterly basis and are affected by, among other factors: currentand/or anticipated sales rates, average selling prices and home delivery volume; estimated land


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development and construction costs; and projected profitability on expected future housing or land sales. When a decision is made not to exercise certain land option contracts due to market conditionsand/or changes in marketing strategy, we write off the costs, including non-refundable deposits and pre-acquisition costs, related to the abandoned projects. Based on the results of our assessments, we recognized land option contract abandonment charges of $47.3$10.1 million in 20092010 corresponding to 1,3621,007 lots. In 2008,2009, we recognized land option contract abandonment charges of $40.9$47.3 million corresponding to 2,8551,362 lots.
 
The value of the land and housing inventory we currently own or control depends on market conditions, including estimates of future demand for, and the revenues that can be generated from, such inventory. We have analyzed trends and other information related to each of the markets where we do business and have incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the estimation process with respect to impairments and land option contract abandonments, it is possible that actual results could differ substantially from those estimated.
 
We believe the carrying value of our remaining inventory is currently recoverable. In addition to the factors and trends incorporated in our impairment analyses, we consider, as applicable, the specific regulatory environment, competition from other homebuilders, the impact of the resale and foreclosure markets, and the local economic conditions where an asset is located in assessing the recoverability of each asset remaining in our inventory. However, if conditions in the overall housing market or in specific markets worsen in the future beyond our current expectations, if future changes in our marketing strategy significantly affect any key assumptions used in our fair value calculations, or if there are material changes in the other items we consider in assessing recoverability, we may need to take additional charges in future periods for inventory impairments or land option contract abandonments, or both, related to existing assets. Any such noncash charges would have an adverse effect on our consolidated financial position and results of operations and may be material.
 
Fair Value Measurements.  As discussed in Note 7. Fair Value Disclosures in the Notes to Consolidated Financial Statements in this report, Accounting Standards Codification Topic No. 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) defines fair value, provides a framework for measuring the fair value of assets and liabilities under GAAP and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:
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 measurements are used for inventories on a nonrecurring basis when events and circumstances indicate the carrying value may not be recoverable. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets, or other valuation techniques. Due to uncertainties in the estimation process, it is possible that actual results could differ from those estimates.
Our financial instruments consist of cash and cash equivalents, restricted cash, mortgages and notes receivable, senior notes, and mortgages and land contracts due to land sellers and other loans. Fair value measurements of financial instruments are determined by various market data and other valuation techniques as appropriate. When available, we use quoted market prices in active markets to determine fair value.
Warranty Costs.  As discussed in Note 14. Commitments and Contingencies in the Notes to Consolidated Financial Statements in this report, we provide a limited warranty on all of our homes. The specific terms and conditions of warranties vary depending upon the market in which we do business. We generally provide a structural warranty of 10 years, a warranty on electrical, heating, cooling, plumbing and other building systems each varying from two to five


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years based on geographic market and state law, and a warranty of one year for other components of the home. We


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estimate the costs that may be incurred under each limited warranty and record a liability in the amount of such costs at the time the revenue associated with the sale of each home is recognized. Our expense associated with the issuance of these warranties totaled $15.1$5.2 million in 2010, $6.8 million in 2009 $25.3and $17.2 million in 2008 and $60.6 million in 2007.2008.
 
Factors that affect our warranty liability include the number of homes delivered, historical and anticipated rates of warranty claims, and cost per claim. Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims experience is a strong indicator of future claims experience. We periodically assess the adequacy of our recorded warranty liabilities, which are included in accrued expenses and other liabilities in the consolidated balance sheets, and adjust the amounts as necessary based on our assessment. While we believe the warranty accrual reflected in the consolidated balance sheets to be adequate, unanticipated changes in the legal environment, local weather, land or environmental conditions, quality of materials or methods used in the construction of homes, or customer service practices could have a significant impact on our actual warranty costs in the future and such amounts could differ from our current estimates. A 10% change in the historical warranty rates used to estimate our warranty accrual would not result in a material change in our accrual.
 
Insurance.  As discussed in Note 14. Commitments and Contingencies in the Notes to Consolidated Financial Statements in this report, we have, and require the majority of our subcontractors to have,maintain, general liability insurance (including construction defect and bodily injury and construction defect coverage), auto, and workers’ compensation insurance. These insurance policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-insured retentions, deductibles and other coverage limits. In Arizona, California, Colorado and Nevada, our general liability insurance takes the form of awrap-up policy, where eligible subcontractors are enrolled as insureds on each project. We self-insure a portion of our overall risk through the use of a captive insurance subsidiary. We record expenses and liabilities based on the estimated costs required to cover our self-insured retention and deductible amounts under our insurance policies, and on the estimated costs of potential claims and claim adjustment expenses above our coverage limits or that are not covered by our policies. These estimated costs are based on an analysis of our historical claims and include an estimate of construction defect claims incurred but not yet reported. Our expense associated with self-insurance totaled $7.4 million in 2010, $9.8 million in 2009 and $10.1 million in 2008 and $18.3 million in 2007.2008.
 
We engage a third-party actuary that uses our historical claim and expense data, as well as industry data, to estimate our unpaid claims, claim adjustment expenses and incurred but not reported claims liabilities for the risks that we are assuming under the self-insured portion of our general liability insurance. Projection of losses related to these liabilities requires actuarial assumptions that are subject to variability due to uncertainties such as trends inregarding construction defect claims relative to our markets and the types of product we build, claim settlement patterns, insurance industry practices and legal or regulatory interpretations, among others.other factors. Because of the degree of judgment required and the potential for variability in the underlying assumptions used in determining these estimated liability amounts, actual future costs could differ from our currently estimated amounts.
 
Stock-Based Compensation.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in this report, effective December 1, 2005, we adopted the fair value recognition provisionsmeasure and recognize compensation expense associated with our grant of equity-based awards in accordance with Accounting Standards Codification Topic No. 718, “Compensation—Stock Compensation” (“ASC 718”), which requires that companies measure and recognize compensation expense at an amount equal to the fair value ofshare-based payments granted under compensation arrangements.arrangements over the vesting period. We providehave provided some compensation benefits to our employees in the form of stock options, restricted stock, phantom shares and stock appreciation rights (“SARs”). Determining the fair value of share-based awards requires judgment to identify the appropriate valuation model and develop the assumptions, including the expected term of the stock options or SARs, expected stock-price volatility and dividend yield, to be used in the calculation. Judgment is also required in estimating the percentage of share-based awards that are expected to be forfeited. We estimated the fair value of stock options and SARs granted using the Black-Scholes option-pricing model with assumptions based primarily on historical data. The expected volatility factor was based on a combination of the historical volatility of our common stock and the implied volatility of publicly traded options on our common stock. In addition, we estimated the fair value of certain restricted common stock that is subject to a market condition (“Performance Shares”) using a Monte Carlo simulation model.model, as discussed in Note 18. Employee Benefit and Stock Plans in the Notes to Consolidated Financial Statements in this report. If actual results differ significantly from these estimates, stock-based compensation expense and our consolidated results of operations could be materially impacted.
Goodwill.  As disclosed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in this report, we recorded goodwill in connection with various acquisitions in prior years. Goodwill represented the excess of the purchase price over the fair value of net assets acquired. In accordance with


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Accounting Standards Codification Topic No. 350, “Intangibles — Goodwill and Other” (“ASC 350”), we tested goodwill for potential impairment annually as of November 30 and between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We evaluated goodwill for impairment using the two-step process prescribed in ASC 350. The first step was to identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value of a reporting unit exceeded the book value, goodwill was not considered impaired. If the book value exceeded the fair value, the second step of the process was performed to measure the amount of impairment. In accordance with ASC 350, we determined that our reporting units were the same as our reporting segments. Accordingly, we had four homebuilding reporting units (West Coast, Southwest, Central and Southeast) and one financial services reporting unit.
The process of evaluating goodwill for impairment involved the determination of the fair value of our reporting units. Inherent in such fair value determinations were certain judgments and estimates relating to future cash flows, including our interpretation of current economic indicators and market valuations, and assumptions about our strategic plans with regard to our operations.
In performing our impairment analysis, we developed a range of fair values for our homebuilding and financial services reporting units using a discounted cash flow methodology and a market multiple methodology. For the financial services reporting unit, we also used a comparable transaction methodology.
The discounted cash flow methodology established fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value was intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology used our projections of financial performance for a five-year period. The most significant assumptions used in the discounted cash flow methodology were the discount rate, the terminal value and expected future revenues, gross margins and operating margins, which varied among reporting units.
The market multiple methodology established fair value by comparing us to other publicly traded companies that were similar to us from an operational and economic standpoint. The market multiple methodology compared us to those companies on the basis of risk characteristics in order to determine our risk profile relative to those companies as a group. This analysis generally focused on quantitative considerations, which included financial performance and other quantifiable data, and qualitative considerations, which included any factors which were expected to impact future financial performance. The most significant assumptions affecting the market multiple methodology were the market multiples and control premium. The market multiples we used were: a) price to net book value and b) enterprise value to revenue (for each of the homebuilding reporting units). A control premium represents the value an investor would pay above minority interest transaction prices in order to obtain a controlling interest in the respective company. The comparable transaction methodology established fair value similar to the market multiple methodology, and utilized recent transactions within the industry as the market multiple. However, no control premium was applied when using the comparable transaction methodology because those transactions represented control transactions.
Based on the results of our impairment evaluation performed in the second quarter of 2008, we recorded an impairment charge of $24.6 million in that quarter related to our Central reporting segment, where we determined all of the goodwill previously recorded was impaired. The annual goodwill impairment test we performed as of November 30, 2008 resulted in an impairment charge of $43.4 million in the fourth quarter of 2008 related to our Southeast reporting segment, where we determined all of the goodwill previously recorded was impaired. Based on the results of our impairment evaluation performed in the third quarter of 2007, we recorded an impairment charge of $107.9 million in that quarter related to our Southwest reporting segment, where we determined all of the goodwill previously recorded was impaired. The annual goodwill impairment test we performed as of November 30, 2007 indicated no additional impairment. The goodwill impairment charges in 2008 and 2007 were recorded at our corporate level because all goodwill was carried at that level. As a result of those impairment charges, we had no remaining goodwill at November 30, 2008 or November 30, 2009.
Income Taxes.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in this report, we account for income taxes in accordance with ASC 740. The provision for, or benefit from, income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are evaluated on a quarterly


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basis to determine whether a valuation allowance is required. In accordance with ASC 740, we assess whether a valuation allowance should be established based on our determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which those temporary differences become deductible. Judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial statementsand/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on our consolidated financial position or results of operations.
 
As discussed in Note 16. Income Taxes in the Notes to Consolidated Financial Statements in this report, in July 2006, the Financial Accounting Standards Board (“FASB”)FASB issued guidance that prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We adopted this guidance effective December 1, 2007. The cumulative effect of the adoption was recorded in 2008 as a $2.5 million reduction to beginning retained earnings. In accordance with this guidance, we recognized,recognize, in our consolidated financial statements, the impact of a tax position if a tax return’s position or future tax position is “more likely than not” to prevail (defined as a likelihood of more than 50% of being sustained upon audit, based on the technical merits of the tax position).
 
We recognize accrued interest and penalties related to unrecognized tax benefits in our consolidated financial statements as a component of the provision for income tax provisiontaxes consistent with our historical accounting policy. Our liability for unrecognized tax benefits, combined with accrued interest and penalties, is reflected as a component of accrued expenses and other liabilities in our consolidated balance sheets.
Prior to December 1, 2007, we applied Accounting Standards Codification Topic No. 450, “Contingencies” (“ASC 450”), to assess and provide for potential income Judgment is required in evaluating uncertain tax exposures. In accordance with ASC 450, we maintained accruals forpositions. We evaluate our uncertain tax contingenciespositions quarterly based on reasonable estimatesvarious factors, including changes in facts or circumstances, tax laws or the status of audits by tax authorities. Changes in the recognition or measurement of uncertain tax liabilities, interest, and penalties (if any) that may result from such audits. The guidance substantially changes the applicable accounting model and is likely to cause greater volatility inpositions could have a material impact on our consolidated statementsresults of operations and effective tax rates as more items are specifically recognizedand/or derecognized within income tax expense.in the period in which we make the change.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In December 2007,January 2010, the FASB revised the authoritative guidanceissued Accounting Standards Update No. 2010-06, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-06”), which provides amendments to Accounting Standards Codification Subtopic No. 820-10, “Fair Value Measurements and Disclosures — Overall.” ASU 2010-06 requires additional disclosures and clarifications of existing disclosures for business combinations, which establishes principlesrecurring and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree.nonrecurring fair value measurements. The revised guidance also provides disclosure requirements to enable userswas effective for us in the second quarter of 2010, except for the financial statements to evaluate the nature and financial effects of the business combination. The revised guidance isLevel 3 activity disclosures, which are effective for fiscal years beginning after December 15, 20082010. ASU 2010-06 concerns disclosure only and will not have an impact on our consolidated financial position or results of operations.
In December 2010, the FASB issued Accounting Standards UpdateNo. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU2010-29”), which addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in ASU2010-29 specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in ASU2010-29 also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in ASU2010-29 are effective prospectively for business combinations for which the acquisition date is to be applied prospectively.on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. We believe the adoption of this guidance will not have a material impact on our consolidated financial position or results of operations.
In December 2007, the FASB issued authoritative guidance that establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. The guidance also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The guidance is effective for fiscal years beginning on or after December 15, 2008. We believe the adoption of this guidance will not have a material impact on our consolidated financial position or results of operations.
In June 2008, the FASB issued authoritative guidance that provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years, and requires retrospective application. We believe the adoption of this guidance will not have a material impact on our consolidated financial position or results of operations.
In June 2009, the FASB revised the authoritative guidance for determining the primary beneficiary of a VIE. In December 2009, the FASB issued Accounting Standards Update No.2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”), which provides amendments to ASC 810 to reflect the revised guidance. The amendments in ASU2009-17 replace the quantitative-based risks and rewards


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calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. The amendments in ASU2009-17 also require additional disclosures about a reporting entity’s involvement with VIEs. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. We believe the adoption of this guidance will not have a material impact on our consolidated financial position or results of operations.
OUTLOOK
 
Our backlog at November 30, 2010 totaled 1,336 homes, representing potential future housing revenues of approximately $263.8 million. By comparison, at November 30, 2009, our backlog totaled 2,126 net orders,homes, representing potential future housing revenues of approximately $422.5 million. By comparison, at November 30, 2008, our backlog totaled 2,269 net orders, representing projected future housing revenues of approximately $521.4 million. The 6% 37%year-over-year decrease decline in the number of homes in backlog was primarily due to a lower number of net orders generated in the latter half of 2010 compared to 2009 and a higher backlog primarily reflectsconversion rate, which approached 90% in the impactfourth quarter of our strategic reductions2010 versus 82% in our inventory and active community countthe year-earlier quarter, partly due to better align our operations with reduced overall housing market activity, as well as reduced demand in some markets. In 2009, our average active community count wasimproved construction cycle times. The 38% lower than in 2008. The 19% year-over-year decline decrease in the projected future housing revenues in backlog reflects the impact of fewer net orders in backlog and lower average selling prices, stemming primarily from intense price competition and our rollout of new product at lower price points compared to those of our previous product. While our backlog at November 30, 2009 declined fromreflected the previous year, the percentage decreaselower number of homes in our net orders in backlog was the lowest we have experienced in more than three years.backlog.
 
Net orders generated by ourOur homebuilding operations increased 12% to 1,446generated 1,085 net orders in the fourth quarter of 20092010, representing a decrease of 25% from the 1,2961,446 net orders generatedposted in the corresponding quarter of 2008, even though we operated from 34% fewer2009. This decrease primarily reflected a 24% decline in our overall average active communitiescommunity count, generally weak economic and housing market conditions, a sharp reduction in demand following the April 30, 2010 expiration of the federal homebuyer tax credit and an increase in our cancellation rate. As a percentage of gross orders, our fourth quarter cancellation rate was 37% in 2010 and 31% in 2009. As a percentage of beginning backlog, the cancellation rate was 29% in the fourth quarter of 2009.2010 and 17% in the year-earlier quarter. The increaserelatively higher cancellation rates in our net orders reflected improvement2010 were driven in our cancellation rate andpart by tighter residential consumer mortgage lending standards, particularly in the success of our new products, includingThe Open Seriesproduct line, in attracting buyers. Our fourth quarter cancellation rate decreased to 31% in 2009, compared to 46% in 2008.of the year.
 
Throughout 2009, the homebuilding industry faced continued challenging operating2010, adverse housing market conditions in most housing markets due to— primarily an increased supplyongoing oversupply of homes available for sale and restrained demand.consumer demand for housing, particularly following the expiration of the federal homebuyer tax credit in the second quarter — prolonged the difficult operating environment that we and the homebuilding industry have faced since the housing downturn began inmid-2006. The primarymain factors drivingperpetuating these conditions during the year includedin 2010 were mounting sales of lender-owned homes acquired through mortgage foreclosures and short sales, exacerbated by increasing mortgage delinquencies;sales; a poorgenerally weak economic and employment environment; tightenedtighter mortgage credit standards and reduced credit availability; tepid consumer confidence; intense competition for home sales; and relatively weak consumer confidence. Entering 2010, indications arethe actual or proposed winding down, reduction or reversal of government programs and policies supportive of homeownership such as the federal homebuyer tax credit that some ofexpired in April 2010. We expect these negative trends may be slowing, but it remains highly uncertain when andfactors to what extentcontinue to negatively impact housing markets, or the broader economy will experience a meaningful, sustained recovery.including our served markets, to varying degrees into 2011.
 
Moreover, thereThough market conditions are several obstacleslikely to a recovery that may arise in 2010, which alone or in combination could further increase the supply of homes availableremain challenging, our highest priority for saleand/or constrain demand. These obstacles include additional lender-owned inventory entering the market as a result of more foreclosure activity stemming from the lifting of voluntary lender foreclosure moratoriums, voluntary or involuntary homeowner defaultsand/or increases in mortgage interest rates. Potential risks on the demand side include continued weakness or further deterioration in the overall economy, employment levelsand/or consumer confidence, as well as the reduced availability of affordable mortgage credit2011 continues to be restoring and the pulling back of government support for housing. For example, the Federal Reserve has already announced plans to cease its program to purchase mortgage-backed securities, the FHA has announced it will increase the costs and standards applicable to the mortgage loans it insures, and federal home purchase tax credits are scheduled to expire in spring 2010.
In order to weather the persistent housing market downturn of the last four years and to position ourselves for a potential recovery, we have focused on the following three primary goals: generating cash and maintaining a strong balance sheet; restoring the profitability of our homebuilding operations; and positioning our business to capitalize on a recovery when it occurs. These goals have driven our strategic choices to redesign our product line, to institute disciplinedmarket-by-market pricing, to reduce our overhead and improve our operating efficiencies, and to reduce our inventory and the number of active communities we operate, while selectively resuming operations in certain markets.
We believe we made substantial progress in 2009 towards achieving each of our primary goals. We ended 2009 with a cash balance of $1.29 billion (including $114.3 million of restricted cash), no cash borrowings under the Credit Facility and an overall debt level lower than that at the end of 2008. We also believe the operational adjustments we have


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implemented since 2006 have resulted in our organizational infrastructure being appropriately sized and strategically positioned in markets that we believe have strong long-term growth prospects.
Entering 2010, restoring the profitability of our homebuilding operations remains our highest priority.at the scale of prevailing housing market activity. We believe we also made substantial progress in 2009 toward achieving this goal throughout 2010, particularly in the fourth quarter, as we narrowedachieved year-over-year improvement in our pretax lossresults for the eleventh consecutive quarter and generated pretax earnings for the first time in each quarter of the year relativenearly four years. These financial results were achieved due in large part to the corresponding 2008 periods even as we generatedboth higher housing gross margins and lower revenues. This performance came primarily from improvements in our gross margin and reflected reductions in our selling, general and administrative expenses, and fewer and lower magnitude asset impairment and abandonment charges. We believe progress in these areas will continue.expenses.
 
WhileTo support the achievement of our profitability goal as we enter 2011, we intend to maintain a disciplined focus on controlling our operational coststhe essential elements of the integrated strategic actions we have taken in the current fiscal year, we believe accomplishingpast few years to transform and position our goal of restoring our homebuilding operationsbusiness to profitability will require greatercapitalize on future growth in our top line revenues produced from our new product, a higher number of active communities and a larger inventory base, which, as of November 30, 2009, consisted of 37,500 lots owned and controlled. Accordingly, in 2010, we plan to implement a land acquisition strategy aligned with theopportunities, including following principles of our KBnxt operational business model, emphasizingmodel; working diligently to increase our future revenues by expanding our active community count and increasing traffic to our communities along with improving our net order conversion levels; making targeted inventory investments in attractive markets; driving additional operational efficiencies and overhead expense reductions; maintaining a strong balance sheet; remaining attentive to market conditions; and achieving high levels of customer satisfaction by offering homebuyers our unique combination of value and choice together with innovative and flexible home designs and a commitment to environmentally conscious products and options. Foremost among these actions are our ongoing initiatives to acquire ownership or control of well-priced land parcels within our existing served marketsfinished or in nearby submarkets.
The main objective of our strategy is to acquire primarilypartially finished lots that meet our internal investment and marketing standards sowithin or near our existing served markets, and to open new home communities in select locations that are expected to offer attractive potential sales growth. Accordingly, we can continuecurrently expect to maintainincrease our total count of owned or controlled lots in 2011 from the 39,540 lots we owned or controlled at November 30, 2010, which represented an increase of 2,075 such lots from the 37,465 lots we owned or controlled at November 30, 2009, and to open approximately 70 new home communities in the first half of the year, primarily in our West Coast and Central regions. Many of these new communities will feature our value-engineered new product and, with the improved operating efficiencies and opportunistic inventory investments we have made, are expected to generate revenues more quickly and at a three to four year supply of developable land. By growing our land pipeline with positions complementarylower cost basis compared to our existing land portfolio and makingolder communities. We anticipate increasing our new product available at more locations, we believe we can effectively and efficiently grow ouraverage active community count homes deliveredby


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approximately 25% in 2011, compared to the average active community count for 2010. The pace and the extent to which we acquire new land interests, open new home communities and generate revenues in 2011, however, will depend significantly on market and improveeconomic conditions during the year, including actual and expected sales rates, and the availability of desirable land assets. It may also depend on our using or redeploying our cash resources to reduce our present financial leverage and related interest expense through purchases of, or tender offers for, our outstanding senior notes, or in conjunction with broader financial transactions to adjust our overall results of operations. We believe we have the financial and operational resources to seize acquisition opportunities as they arise and are confident that the number of attractive opportunities will increase as housing markets improve over time.debt structure.
 
We believeDespite our progress over the transformationspast several quarters and our current plans for 2011, we have made within our businessremain cautious in 2008 and 2009, including redesigning our product line, reducing our overhead, improving our operating efficiencies and reducing our inventory, have provided us with a sound balance sheet and significant liquidity as we transition into 2010 and further refine and execute on our strategic initiatives. We believe these transformations have also given us a solid foundation for achieving profitability as housing markets stabilize and eventually rebound, though we do not expect to be profitable until the latter part of 2010.
We historically experience a reduction in our community count in the first quarter of a year from the fourth quarter of the previous year, and that pattern will follow for 2010. Over the course of the year, we intend to continue to push the pace of our community openings, and steadily expand the number of communities featuringThe Open Series.From the standpoint of homes delivered, based on our community count, we expect to deliver between 8,000 and 9,000 homes in 2010. If market conditions strengthen, we will have a greater opportunity to increase our community count to further position KB Home for solid growth in the future.
Nevertheless, our overall outlook remains cautious.given the significant negative factors and trends noted above and the continuing uncertainty as to when our served markets may experience a sustained recovery. Our ability to generate positive results from our strategic initiatives, including achieving and planned land acquisition activitiesmaintaining profitability and sustaining improvement in our margins and increasing the number of homes delivered, remains limitedconstrained by, among other things, the current negativeunbalanced supply and demand market dynamics,conditions in many housing markets, which are unlikely to abate soon. soon given the present economic and employment environment and low levels of consumer confidence, and by the reduction in government programs and incentives designed to support homeownershipand/or home purchases. Given present and expected market conditions, the sequential andyear-over-year improvements we have experienced in recent quarters in our margins and earnings may not continue in 2011.
We continue to believe a meaningful improvement in housing market conditions will require a sustained decrease in unsold homes, selling price stabilization, reduced mortgage delinquency and foreclosure rates, and the restoration of bothan improved economic climate, particularly with respect to employment levels and consumer and credit market confidence that support a decision to buy a home. We cannot predict when or the extent to which these events willmay occur. Moreover, if market conditions in our served markets decline further, we may need to take additional noncash charges for inventory and joint venture impairments and land option contract abandonments, and we may decide that we need to curtail,reduce, slow or even abandon our present land acquisition plans.and development and new home community opening plans for those markets. Our 20102011 results could also be adversely affected if general economic conditions do not notably improve or actually decline, if job losses accelerate or weak employment levels persist, if residential consumer mortgage delinquencies, short sales and foreclosures increase, if residential consumer mortgage lending becomes less available or more expensive, or if consumer confidence weakens, any or all of which could further delay a recovery in housing markets or result in further deterioration in operating conditions.conditions, and if competition for home sales intensifies. Despite these difficulties and risks, we believe we are well-positioned,favorably positioned financially and operationally to achievesucceed in advancing our primary strategic goals, and to grow our business when the housing market stabilizes and longer termparticularly in view of longer-term demographic, economic and population growthpopulation-growth trends that we expect will once again drive future demand for homeownership.
 
FORWARD-LOOKING STATEMENTS
 
Investors are cautioned that certain statements contained in this document, as well as some statements by us in periodic press releases and other public disclosures and some oral statements by us to securities analysts and stockholders during


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presentations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “hopes,” and similar expressions constitute forward-looking statements. In addition, any statements concerning future financial or operating performance (including future revenues, homes delivered, net orders, selling prices, expenses, expense ratios, margins, earnings or earnings per share, or growth or growth rates), future market conditions, future interest rates, and other economic conditions, ongoing business strategies or prospects, future dividends and changes in dividend levels, the value of backlog (including amounts that we expect to realize upon delivery of homes included in backlog and the timing of those deliveries), potential future acquisitions and the impact of completed acquisitions, future share repurchases and possible future actions, which may be provided by us, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about our operations, economic and market factors, and the homebuilding industry, among other things. These statements are not guarantees of future performance, and we have no specific policy or intention to update these statements.
 
Actual events and results may differ materially from those expressed or forecasted in the forward-looking statements due to a number of factors. The most important risk factors that could cause our actual performance and future events and actions to differ materially from such forward-looking statements include, but are not limited to: general economic, employment and business conditions; adverse market conditions that could result in additional asset impairments or abandonment charges and operating losses, including an oversupply of unsold homes, and declining home prices and increased foreclosure and short sale activity, among other things; conditions in the capital and credit markets (including residential consumer mortgage lending


56


standards, the availability of residential consumer mortgage financing and mortgage foreclosure rates); material prices and availability; labor costs and availability; changes in interest rates; inflation; our debt level;level and structure; weak or declining consumer confidence; increases in competition;confidence, either generally or specifically with respect to purchasing homes; competition for home sales from other sellers of new and existing homes, including 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, but not limited to, the credit market,Dodd-Frank Act, tax credits, tax incentivesand/or subsidies for home purchases, tax deductions for consumer mortgage interest payments and property taxes, tax exemptions for profits on home sales, and programs intended to modify existing mortgage loans and to prevent mortgage foreclosures), the homebuilding industry, the consumer mortgage lending industry,or construction activities or consumer mortgage lending;activities; the availability and cost of land in desirable areas;areas and our ability to identify and acquire such land; legal or regulatory proceedings or claims; warranty claims, and related costs;including the claims concerning South Edge described above in “Part I — Item 3. Legal Proceedings”; the abilityand/or willingness of participants in our unconsolidated joint ventures to fulfill their obligations; our ability to access capital; our ability to use the net deferred tax assets we have generated; our ability to successfully implement our current and planned product, geographic and market repositioningpositioning (including, but not limited to, our plansefforts to resume operations in the Washington, D.C. metro market)expand our inventory base/pipeline with desirable land positions or interests at reasonable cost and to expand our active community count and open new communities), land acquisition,revenue growth and cost reductioncontrol strategies; and consumer interest in our new product designs, includingThe Open Series; and other events outside of our ability to obtain performance bonds at a reasonable cost.control.


5557


Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We enter into debt obligations primarily to support general corporate purposes, including the homebuilding and financial services operations of our subsidiaries. We are subject to interest rate risk on our senior notes. For this fixed rate debt, changes in interest rates generally affect the fair value of the debt instruments,instrument, but not our earnings or cash flows. Under our current policies, we do not use interest rate derivative instruments to manage our exposure to changes in interest rates.
 
The following tables present principal cash flows by scheduled maturity, weighted average interest rates and the estimated fair value of our long-term debt obligations as of November 30, 20092010 and November 30, 20082009 (dollars in thousands):
 
                                                              
               Fair Value at
               Fair Value at
 As of November 30, 2009 for the Years Ended November 30, November 30,
 As of November 30, 2010 for the Years Ended November 30, November 30,
 2010 2011 2012 2013 2014 Thereafter Total 2009 2011 2012 2013 2014 2015 Thereafter Total 2010
Long-term debt                                                
Fixed Rate $      —  $99,800  $      —  $    —  $249,358  $1,307,244  $1,656,402  $     1,587,201  $99,916  $  $      —  $249,498  $748,813  $559,245  $1,657,472  $1,638,700 
Weighted Average Interest Rate  %  6.4%  %  %  5.8%  7.0%        6.4%  %  %  5.8%  6.1%  8.1%      
 
                        
               Fair Value at
 As of November 30, 2009 for the Years Ended November 30, November 30,
 2010 2011 2012 2013 2014 Thereafter Total 2009
Long-term debt                        
Fixed Rate $  $99,800  $      —  $  $249,358  $1,307,244  $1,656,402  $     1,587,201 
Weighted Average Interest Rate  %  6.4%  %  %  5.8%  7.0%      
                                 
                Fair Value at
  As of November 30, 2008 for the Years Ended November 30, November 30,
  2009 2010 2011 2012 2013 Thereafter Total 2008
 
Long-term debt                                
Fixed Rate $200,000(a) $    —  $348,908  $    —  $      —  $1,296,261  $1,845,169  $     1,270,979 
Weighted Average Interest Rate  8.6%  %  6.4%  %  %  6.3%        
(a) The fixed rate debt matured and was redeemed by us on December 15, 2008.


5658


 
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
KB HOME
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
     
  Page
  
Number
 
  5860 
  5961 
  6062 
  6163 
  6264 
  99100 
EX-10.40
EX-12.1
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT
 
 
Separate combined financial statements of our unconsolidated joint venture activities have been omitted because, if considered in the aggregate, they would not constitute a significant subsidiary as defined byRule 3-09 of RegulationS-X.


5759


KB HOME
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Total revenues
 $1,824,850  $3,033,936  $6,416,526  $1,589,996  $1,824,850  $3,033,936 
              
Homebuilding:                        
Revenues $1,816,415  $3,023,169  $6,400,591  $1,581,763  $1,816,415  $3,023,169 
Construction and land costs  (1,749,911)  (3,314,815)  (6,826,379)  (1,308,288)  (1,749,911)  (3,314,815)
Selling, general and administrative expenses  (303,024)  (501,027)  (824,621)  (289,520)  (303,024)  (501,027)
Goodwill impairment     (67,970)  (107,926)        (67,970)
              
Operating loss  (236,520)  (860,643)  (1,358,335)  (16,045)  (236,520)  (860,643)
Interest income  7,515   34,610   28,636   2,098   7,515   34,610 
Loss on early redemption/interest expense, net of amounts capitalized  (51,763)  (12,966)  (12,990)
Interest expense, net of amounts capitalized/loss on early redemption of debt  (68,307)  (51,763)  (12,966)
Equity in loss of unconsolidated joint ventures  (49,615)  (152,750)  (151,917)  (6,257)  (49,615)  (152,750)
              
Homebuilding pretax loss  (330,383)  (991,749)  (1,494,606)  (88,511)  (330,383)  (991,749)
              
Financial services:                        
Revenues  8,435   10,767   15,935   8,233   8,435   10,767 
Expenses  (3,251)  (4,489)  (4,796)  (3,119)  (3,251)  (4,489)
Equity in income of unconsolidated joint venture  14,015   17,540   22,697   7,029   14,015   17,540 
              
Financial services pretax income  19,199   23,818   33,836   12,143   19,199   23,818 
              
Loss from continuing operations before income taxes  (311,184)  (967,931)  (1,460,770)
Total pretax loss
  (76,368)  (311,184)  (967,931)
Income tax benefit (expense)  209,400   (8,200)  46,000   7,000   209,400   (8,200)
       
Loss from continuing operations
  (101,784)  (976,131)  (1,414,770)
Income from discontinued operations, net of income taxes        47,252 
Gain on sale of discontinued operations, net of income taxes        438,104 
              
Net loss
 $(101,784) $(976,131) $(929,414) $(69,368) $(101,784) $(976,131)
              
Basic and diluted earnings (loss) per share:
            
Continuing operations $(1.33) $(12.59) $(18.33)
Discontinued operations        6.29 
       
Basic and diluted loss per share $(1.33) $(12.59) $(12.04) $(.90) $(1.33) $(12.59)
              
Basic and diluted average shares outstanding
  76,889   76,660   77,509 
       
 
See accompanying notes.


5860


KB HOME
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Shares)
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Assets
                
Homebuilding:                
Cash and cash equivalents $1,174,715  $1,135,399  $904,401  $1,174,715 
Restricted cash  114,292   115,404   115,477   114,292 
Receivables  337,930   357,719   108,048   337,930 
Inventories  1,501,394   2,106,716   1,696,721   1,501,394 
Investments in unconsolidated joint ventures  119,668   177,649   105,583   119,668 
Other assets  154,566   99,261   150,076   154,566 
          
  3,402,565   3,992,148   3,080,306   3,402,565 
Financial services  33,424   52,152   29,443   33,424 
          
Total assets
 $3,435,989  $4,044,300  $3,109,749  $3,435,989 
          
  
Liabilities and stockholders’ equity
                
Homebuilding:                
Accounts payable $340,977  $541,294  $233,217  $340,977 
Accrued expenses and other liabilities  560,368   721,397   466,505   560,368 
Mortgages and notes payable  1,820,370   1,941,537   1,775,529   1,820,370 
          
  2,721,715   3,204,228   2,475,251   2,721,715 
          
Financial services  7,050   9,467   2,620   7,050 
Stockholders’ equity:                
Preferred stock — $1.00 par value; authorized, 10,000,000 shares; none issued            
Common stock — $1.00 par value; authorized, 290,000,000 shares at November 30, 2009 and 2008; and 115,120,305 shares issued at November 30, 2009 and 2008  115,120   115,120 
Common stock — $1.00 par value; authorized, 290,000,000 shares at November 30, 2010 and 2009; 115,148,586 and 115,120,305 shares issued at November 30, 2010 and 2009, respectively  115,149   115,120 
Paid-in capital  860,772   865,123   873,519   860,772 
Retained earnings  806,443   927,324   717,852   806,443 
Accumulated other comprehensive loss  (22,244)  (17,402)  (22,657)  (22,244)
Grantor stock ownership trust, at cost: 11,228,951 and 11,901,382 shares at November 30, 2009 and 2008, respectively  (122,017)  (129,326)
Treasury stock, at cost: 27,047,379 and 25,512,386 shares at November 30, 2009 and 2008, respectively  (930,850)  (930,234)
Grantor stock ownership trust, at cost: 11,082,723 and 11,228,951 shares at November 30, 2010 and 2009, respectively  (120,442)  (122,017)
Treasury stock, at cost: 27,095,467 and 27,047,379 shares at November 30, 2010 and 2009, respectively  (931,543)  (930,850)
          
Total stockholders’ equity  707,224   830,605   631,878   707,224 
          
Total liabilities and stockholders’ equity
 $3,435,989  $4,044,300  $3,109,749  $3,435,989 
          
 
See accompanying notes.


5961


 
KB HOME
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
 
                                                                                
 Years Ended November 30, 2009, 2008 and 2007  Years Ended November 30, 2010, 2009 and 2008 
 Number of Shares       Accumulated
        Number of Shares       Accumulated
       
   Grantor
         Other
 Grantor
        Grantor
         Other
 Grantor
     
   Stock
         Comprehensive
 Stock
   Total
    Stock
         Comprehensive
 Stock
   Total
 
 Common
 Ownership
 Treasury
 Common
 Paid-in
 Retained
 Income
 Ownership
 Treasury
 Stockholders’
  Common
 Ownership
 Treasury
 Common
 Paid-in
 Retained
 Income
 Ownership
 Treasury
 Stockholders’
 
 Stock Trust Stock Stock Capital Earnings (Loss) Trust Stock Equity  Stock Trust Stock Stock Capital Earnings (Loss) Trust Stock Equity 
Balance at November 30, 2006  114,649   (12,345)  (25,274) $114,649  $825,958  $2,975,465  $63,197  $(134,150) $(922,371) $2,922,748 
Comprehensive loss:                                        
Net loss                 (929,414)           (929,414)
Foreign currency translation                    (63,197)        (63,197)
   
Total comprehensive loss                             (992,611)
Postretirement benefits adjustment                    (22,923)        (22,923)
Dividends on common stock                  (77,170)           (77,170)
Exercise of employee stock options  327         327   9,718               10,045 
Restricted stock amortization              4,993               4,993 
Stock-based compensation              9,354               9,354 
Grantor stock ownership trust     142         1,605         1,542      3,147 
Treasury stock        (177)                 (6,896)  (6,896)
                     
Balance at November 30, 2007  114,976   (12,203)  (25,451)  114,976   851,628   1,968,881   (22,923)  (132,608)  (929,267)  1,850,687   114,976   (12,203)  (25,451) $114,976  $851,628  $1,968,881  $(22,923) $(132,608) $(929,267) $1,850,687 
Comprehensive loss:                                                                                
Net loss                 (976,131)           (976,131)                 (976,131)           (976,131)
Postretirement benefits adjustment                    5,521         5,521                     5,521         5,521 
      
Total comprehensive loss                             (970,610)                             (970,610)
Dividends on common stock                  (62,967)           (62,967)                 (62,967)           (62,967)
Adoption of new income tax accounting guidance                 (2,459)           (2,459)                 (2,459)           (2,459)
Exercise of employee stock options  144         144   1,443               1,587   144         144   1,443               1,587 
Restricted stock amortization              4,946               4,946               4,946               4,946 
Stock-based compensation              5,018               5,018               5,018               5,018 
Grantor stock ownership trust     302         2,088         3,282      5,370      302         2,088         3,282      5,370 
Treasury stock        (61)                 (967)  (967)        (61)                 (967)  (967)
                                          
Balance at November 30, 2008  115,120   (11,901)  (25,512)  115,120   865,123   927,324   (17,402)  (129,326)  (930,234)  830,605   115,120   (11,901)  (25,512)  115,120   865,123   927,324   (17,402)  (129,326)  (930,234)  830,605 
Comprehensive loss:                                                                                
Net loss                 (101,784)           (101,784)                 (101,784)           (101,784)
Postretirement benefits adjustment                    (4,842)        (4,842)                    (4,842)        (4,842)
      
Total comprehensive loss                             (106,626)                             (106,626)
Dividends on common stock                  (19,097)           (19,097)                 (19,097)           (19,097)
Exercise of employee stock options              (4,093)              (4,093)              (4,093)              (4,093)
Restricted stock awards              (4,846)        4,846                     (4,846)        4,846       
Restricted stock amortization              1,390               1,390               1,390               1,390 
Stock-based compensation              2,587               2,587               2,587               2,587 
Grantor stock ownership trust     672         611         2,463      3,074      672         611         2,463      3,074 
Treasury stock        (1,535)                 (616)  (616)        (1,535)                 (616)  (616)
                                          
Balance at November 30, 2009  115,120   (11,229)  (27,047) $115,120  $860,772  $806,443  $(22,244) $(122,017) $(930,850) $707,224   115,120   (11,229)  (27,047)  115,120   860,772   806,443   (22,244)  (122,017)  (930,850)  707,224 
Comprehensive loss:                                        
Net loss                 (69,368)           (69,368)
Postretirement benefits adjustment                    (413)        (413)
                        
Total comprehensive loss                             (69,781)
Dividends on common stock                  (19,223)           (19,223)
Exercise of employee stock options  29         29   2,074               2,103 
Restricted stock awards              (307)        307       
Restricted stock amortization              2,297               2,297 
Stock-based compensation              5,777               5,777 
Cash-settled stock appreciation rights exchange              2,348               2,348 
Grantor stock ownership trust     146         215         1,268      1,483 
Treasury stock        (48)     343            (693)  (350)
                     
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 
                     
 
See accompanying notes.


6062


 
KB HOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Cash flows from operating activities:
                        
Net loss $(101,784) $(976,131) $(929,414) $(69,368) $(101,784) $(976,131)
Income from discontinued operations, net of income taxes        (47,252)
Gain on sale of discontinued operations, net of income taxes        (438,104)
Adjustments to reconcile net loss to net cash provided by
operating activities:
            
Equity in loss of unconsolidated joint ventures  35,600   135,210   129,220 
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
            
Equity in (income) loss of unconsolidated joint ventures  (772)  35,600   135,210 
Distributions of earnings from unconsolidated joint ventures  7,662   22,183   42,356   20,410   7,662   22,183 
Amortization of discounts and issuance costs  1,586   2,062   2,478   2,149   1,586   2,062 
Depreciation and amortization  5,235   9,317   17,274   3,289   5,235   9,317 
Loss on early redemption of debt  976   10,388   12,990 
Loss on voluntary termination of revolving credit facility/early redemption of debt  1,802   976   10,388 
Provision for deferred income taxes     221,306   208,348         221,306 
Tax benefit from stock-based compensation  4,093   2,097   (882)
Tax benefits from stock-based compensation  (583)  4,093   2,097 
Stock-based compensation expense  3,977   5,018   9,354   8,074   3,977   5,018 
Inventory impairments and land option contract abandonments  168,149   606,791   1,253,982   19,925   168,149   606,791 
Goodwill impairment     67,970   107,926         67,970 
Changes in assets and liabilities:                        
Receivables  35,667   (60,565)  (71,406)  211,318   35,667   (60,565)
Inventories  433,075   545,850   779,875   (129,334)  433,075   545,850 
Accounts payable, accrued expenses and other liabilities  (252,620)  (282,781)  (340,630)  (199,205)  (252,620)  (282,781)
Other, net  8,296   32,607   13,387   (1,669)  8,296   32,607 
              
Net cash provided by operating activities — continuing operations  349,912   341,322   749,502 
Net cash provided by operating activities — discontinued operations        297,397 
       
Net cash provided by operating activities  349,912   341,322   1,046,899 
Net cash provided (used) by operating activities  (133,964)  349,912   341,322 
              
Cash flows from investing activities:
                        
Sale of discontinued operations, net of cash divested        739,764 
Investments in unconsolidated joint ventures  (19,922)  (59,625)  (85,188)  (15,669)  (19,922)  (59,625)
Sales (purchases) of property and equipment, net  (1,375)  7,073   685   (420)  (1,375)  7,073 
              
Net cash provided (used) by investing activities — continuing operations  (21,297)  (52,552)  655,261 
Net cash used by investing activities — discontinued operations        (12,112)
       
Net cash provided (used) by investing activities  (21,297)  (52,552)  643,149 
Net cash used by investing activities  (16,089)  (21,297)  (52,552)
              
Cash flows from financing activities:
                        
Change in restricted cash  1,112   (115,404)     (1,185)  1,112   (115,404)
Redemption of term loan        (400,000)
Proceeds from issuance of senior notes  259,737            259,737    
Payment of senior notes issuance costs  (4,294)           (4,294)   
Repayment of senior and senior subordinated notes  (453,105)  (305,814)  (258,968)     (453,105)  (305,814)
Payments on mortgages, land contracts and other loans  (78,983)  (12,800)  (114,119)
Payments on mortgages and land contracts due to land sellers and other loans  (101,154)  (78,983)  (12,800)
Issuance of common stock under employee stock plans  3,074   6,958   12,310   1,851   3,074   6,958 
Excess tax benefit associated with exercise of stock options        882   583       
Payments of cash dividends  (19,097)  (62,967)  (77,170)  (19,223)  (19,097)  (62,967)
Repurchases of common stock  (616)  (967)  (6,896)  (350)  (616)  (967)
       
Net cash used by financing activities — continuing operations  (292,172)  (490,994)  (843,961)
Net cash used by financing activities — discontinued operations        (306,527)
              
Net cash used by financing activities  (292,172)  (490,994)  (1,150,488)  (119,478)  (292,172)  (490,994)
              
Net increase (decrease) in cash and cash equivalents
  36,443   (202,224)  539,560   (269,531)  36,443   (202,224)
Cash and cash equivalents at beginning of year  1,141,518   1,343,742   804,182   1,177,961   1,141,518   1,343,742 
              
Cash and cash equivalents at end of year $1,177,961  $1,141,518  $1,343,742  $908,430  $1,177,961  $1,141,518 
              
See accompanying notes.


6163


KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1.  Summary of Significant Accounting Policies
 
Operations.  KB Home is a builder of single-family homes, townhomes and condominiums. As of November 30, 2009,2010, the Company hashad ongoing operations in Arizona, California, Colorado, Florida, Maryland, Nevada, North Carolina, South Carolina, Texas and Virginia. The Company also offers mortgage banking services through KB HomeKBA Mortgage, a joint venture with a subsidiary of Bank of America, N.A. KB HomeKBA Mortgage is accounted for as an unconsolidated joint venture within the Company’s financial services reporting segment. The Company provides title and insurance services through its financial services subsidiary, KB Home Mortgage Company (“KBHMC”).
 
Basis of Presentation.  The consolidated financial statements include the accounts of the Company and all significant subsidiaries and joint ventures in which a controlling interest is held, as well as certain VIEs required to be consolidated pursuant to ASC 810. All intercompany transactions have been eliminated. Investments in unconsolidated joint ventures in which the Company has less than a controlling interest are accounted for using the equity method.
 
In July 2007, the Company sold its 49% equity interest in its publicly traded French subsidiary, KBSA. Therefore, for the year ended November 30, 2007, the French operations have been presented as discontinued operations in the consolidated financial statements.
Use of Estimates.  The accompanying consolidated financial statements have been prepared in conformity with GAAP and, therefore, include amounts based on informed estimates and judgments of management. Actual results could differ from these estimates.
 
Cash and Cash Equivalents and Restricted Cash.  The Company considers all highly liquid debt instruments and other short-term investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents totaled $797.2 million at November 30, 2010 and $1.07 billion at November 30, 2009 and $1.05 billion at November 30, 2008.2009. The majority of the Company’s cash and cash equivalents were invested in money market accounts and U.S. government securities.
Restricted cash of $115.5 million at November 30, 2010 consisted of $88.7 million of cash deposited with various financial institutions that is required as collateral for the LOC Facilities, and $26.8 million of cash in an escrow account required as collateral for a surety bond. Restricted cash of $114.3 million at November 30, 2009 and $115.4 million at November 30, 2008 consisted solely of cash maintaineddeposited in an Interest Reserve Accountinterest reserve account with the administrative agent of the Credit Facility.Facility pursuant to the Credit Facility’s terms. The Company may withdrawCredit Facility was terminated effective March 31, 2010 and the amountscash deposited in the Interest Reserve Account when its Coverage Ratio at the end of a fiscal quarter is greater than or equal to 1.00 to 1.00 or if the amounts it is required to maintain in the Interest Reserve Account are reduced under the terms of the Credit Facility, provided there is no default under the Credit Facility at the time amounts areinterest reserve account was withdrawn.
 
Property and Equipment, Operating Properties and Depreciation.  Property and equipment are recorded at cost and are depreciated over their estimated useful lives, which generally range from two to 10 years, using the straight-line method. Operating properties are recorded at cost and are depreciated over their estimated useful lives of 39 years, using thestraight-line method. Repair and maintenance costs are charged to earnings as incurred. Property and equipment and operating properties are included in other assets on the consolidated balance sheetssheets. Property and equipment totaled $9.6 million, net of accumulated depreciation of $27.1 million, at November 30, 2010, and $12.5 million, net of accumulated depreciation of $30.0 million, at November 30, 2009, and $16.3 million, net of accumulated depreciation of $36.9 million, at November 30, 2008.2009. Depreciation expense totaled $3.3 million in 2010, $5.2 million in 2009 $9.4and $9.3 million in 2008 and $17.3 million in 2007.2008.
Goodwill.  The Company recorded goodwill in connection with various acquisitions in prior years. Goodwill represented the excess of the purchase price over the fair value of net assets acquired. In accordance with ASC 350, the Company tested goodwill for potential impairment annually as of November 30 and between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company evaluated goodwill for impairment using the two-step process prescribed in ASC 350. The first step was to identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value of a reporting unit exceeded the book value, goodwill was not considered impaired. If the book value exceeded the fair value, the second step of the process was performed to measure the amount of impairment. In accordance with ASC 350, the Company determined that its reporting units were the same as its reporting segments. Accordingly, the Company had four homebuilding reporting units (West Coast, Southwest, Central and Southeast) and one financial services reporting unit.


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Homebuilding Operations.  Revenues from housing and other real estate sales are recognized in accordance with ASC 360 when sales are closed and title passes to the buyer. Sales are closed when all of the following conditions are met: a sale is consummated, a significantsufficient down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably assured.
 
Construction and land costs are comprised of direct and allocated costs, including estimated future costs for warranties and amenities. Land, land improvements and other common costs are generally allocated on a relative fair value basis to homes within a parcel or community. Land and land development costs include related interest and real estate taxes.
 
Housing and land inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case the inventories are written down to fair value in accordance with ASC 360. ASC 360 requires that real estate assets be tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of the amounts and timing of revenues, costs and expenses, and other factors. If real estate assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the


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assets exceeds the fair value of the assets. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with the real estate assets, or other valuation techniques.
Fair Value Measurements.  ASC 820 defines fair value, provides a framework for measuring the fair value of assets and liabilities under GAAP and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate the carrying value may not be recoverable. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets, or other valuation techniques.
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, mortgages and notes receivable, senior notes, and mortgages and land contracts due to land sellers and other loans. Fair value measurements of financial instruments are determined by various market data and other valuation techniques as appropriate. When available, the Company uses quoted market prices in active markets to determine fair value.
 
Financial Services Operations.  Revenues from the Company’s financial services segment are generated primarily from interest income, title services, and insurance commissions. Interest income is accrued as earned. Title services revenues are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur simultaneously at the time each home is closed. Insurance commissions are recognized when policies are issued. The financial services segment also generated revenues from escrow coordination services until the escrow coordination business was terminated in 2007. Escrow coordination fees were recognized at the time the home was closed.
 
Warranty Costs.  The Company provides a limited warranty on all of its homes. The Company estimates the costs that may be incurred under each limited warranty and records a liability in the amount of such costs at the time the revenue associated with the sale of each home is recognized. Factors that affect the Company’s warranty liability include the number of homes delivered, historical and anticipated rates of warranty claims, and cost per claim. The Company’s primary assumption in estimating the amounts it accrues for warranty costs is that historical claims experience is a strong indicator of future claims experience. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary based on its assessment.
 
Insurance.  The Company self-insures a portion of its overall risk through the use of a captive insurance subsidiary. The Company records expenses and liabilities based on the estimated costs required to cover its self-insured retention and deductible amounts under its insurance policies, and on the estimated costs of potential claims and claim adjustment expenses above its coverage limits or that are not covered by its policies. These estimated costs are based on an analysis of the Company’s historical claims and include an estimate of construction defect claims incurred but not yet reported.
 
The Company engages a third-party actuary that uses the Company’s historical claim and expense data, as well as industry data, to estimate its unpaid claims, claim adjustment expenses and incurred but not reported claims liabilities for the risks that the Company is assuming under the self-insured portion of its general liability insurance. Projection of losses related to these liabilities requires actuarial assumptions that are subject to variability due to uncertainties such as trends inregarding construction defect claims relative to the Company’s markets and the types of product it builds, claim settlement patterns, insurance industry practices and legal or regulatory interpretations, among others.other factors. Because of the degree of judgment required and the potential for variability in the underlying assumptions used in determining these estimated liability amounts, actual future costs could differ from the Company’s currently estimated amounts.
 
Advertising Costs.  The Company expenses advertising costs as incurred. The Company incurred advertising costs of $25.9 million in 2010, $16.5 million in 2009 and $34.6 million in 2008 and $68.0 million in 2007.2008.
 
Stock-Based Compensation.  With the approval of the management development and compensation committee, consisting entirely of independent members of the Company’s board of directors, the Company provideshas provided some compensation benefits to its employees in the form of stock options, restricted stock, phantom shares and SARs.
 
Effective December 1, 2005, theThe Company adopted the fair value recognition provisionsmeasures and recognizes compensation expense associated with its grant of equity-based awards in accordance with ASC 718, which requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.arrangements over the vesting period. The Company adopted ASC 718 usingestimates the modified prospective transition


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method. Under that transition method, the provisions apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. The fair value of stock options and SARs granted is estimated using the Black-Scholes option-pricing model. ASC 718 also requires the tax benefit resulting from tax deductions in excess of the compensation expense recognized for those options to be reported in the statement of cash flows as an operating cash outflow and a financing cash inflow.
 
Income Taxes.  Income taxes are accounted for in accordance with ASC 740. The provision for, or benefit from, income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on


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the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are evaluated on a quarterly basis to determine whether a valuation allowance is required. In accordance with ASC 740, the Company assesses whether a valuation allowance should be established based on its determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which those temporary differences become deductible. Judgment is required in determining the future tax consequences of events that have been recognized in the Company’s consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations.
 
Accumulated Other Comprehensive Loss.  The accumulated balances of other comprehensive loss in the consolidated balance sheets as of November 30, 20092010 and 20082009 are comprised solely of adjustments recorded directly to accumulated other comprehensive loss in accordance with ASC 715. ASC 715 requires an employer to recognize the funded status of defined postretirement benefit plans as an asset or liability on the balance sheet and requires any unrecognized prior service costs and actuarial gains/losses to be recognized in accumulated other comprehensive income (loss).
 
Earnings (Loss)Loss Per Share.  Basic earnings (loss)and diluted loss per share iswere calculated by dividing net income (loss) by the average number of common shares outstanding for the period. Diluted earnings (loss)as follows (in thousands, except per share is calculated by dividing net income (loss) by the average number of common shares outstanding including all potentially dilutive shares issuable under outstanding stock options. amounts):
             
  Years Ended November 30,   
  2010  2009  2008 
 
Numerator:            
Net loss $(69,368) $(101,784) $(976,131)
             
Denominator:            
Basic and diluted average shares outstanding  76,889   76,660   77,509 
             
Basic and diluted loss per share $(.90) $(1.33) $(12.59)
             
All outstanding stock options were excluded from the diluted earnings (loss)loss per share calculations for the years ended November 30, 2010, 2009 2008 and 20072008 because the effect of their inclusion would be antidilutive, or would decrease the reported loss per share.
 
Recent Accounting Pronouncements.Pronouncements.  In December 2007,January 2010, the FASB revised the authoritative guidanceissued ASU 2010-06, which provides amendments to Accounting Standards Codification Subtopic No. 820-10, “Fair Value Measurements and Disclosures — Overall.” ASU 2010-06 requires additional disclosures and clarifications of existing disclosures for business combinations, which establishes principlesrecurring and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree.nonrecurring fair value measurements. The revised guidance also provides disclosure requirements to enable userswas effective for the Company in the second quarter of 2010, except for the financial statements to evaluate the nature and financial effects of the business combination. The revised guidance isLevel 3 activity disclosures, which are effective for fiscal years beginning after December 15, 20082010. ASU 2010-06 concerns disclosure only and is to be applied prospectively. The Company believes the adoption of this guidance will not have a materialan impact on itsthe Company’s consolidated financial position or results of operations.
 
In December 2007,2010, the FASB issued authoritative guidanceASU2010-29, which addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in ASU2010-29 specify that establishes accountingif a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting standards pertainingperiod only. The amendments in ASU2010-29 also expand the supplemental pro forma disclosures to ownership interests in subsidiaries held by parties other thaninclude a description of the parent, thenature and amount of net incomematerial, nonrecurring pro forma adjustments directly attributable to the parentbusiness combination included in the reported pro forma revenue and toearnings. The amendments in ASU2010-29 are effective prospectively for business combinations for which the noncontrolling interest, changes in a parent’s ownership interest, andacquisition date is on or after the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. The guidance also establishes disclosure requirements that clearly identify and distinguish between the interestsbeginning of the parent and the interests of the noncontrolling owners. The guidance is effective for fiscal yearsfirst annual reporting period beginning on or after December 15, 2008. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial position or results of operations.
In June 2008, the FASB issued authoritative guidance that provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years, and requires retrospective application. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial position or results of operations.
In June 2009, the FASB revised the authoritative guidance for determining the primary beneficiary of a VIE. In December 2009, the FASB issued ASU 2009-17, which provides amendments to ASC 810 to reflect the revised guidance.


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The amendments in ASU2009-17 replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. The amendments in ASU2009-17 also require additional disclosures about a reporting entity’s involvement with VIEs. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter.2010. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial position or results of operations.
 
Reclassifications.  Certain amounts in the consolidated financial statements of prior years have been reclassified to conform to the 20092010 presentation.


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Note 2.  Segment Information
 
As of November 30, 2009,2010, the Company hashad identified five reporting segments, comprised of four homebuilding reporting segments and one financial services reporting segment, within its consolidated operations in accordance with Accounting Standards Codification Topic No. 280, “Segment Reporting.” As of November 30, 2009,2010, the Company’s homebuilding reporting segments conducted ongoing operations in the following states:
 
West Coast: California
Southwest: Arizona and Nevada
Central: Colorado and Texas
Southeast: Florida, Maryland, North Carolina, South Carolina and Virginia.Virginia
 
The Company’s homebuilding reporting segments are engaged in the acquisition and development of land primarily for residential purposes and offer a wide variety of homes that are designed to appeal to first-time, first move-up and active adult buyers.homebuyers.
 
The Company’s homebuilding reporting segments were identified based primarily on similarities in economic and geographic characteristics, as well as similar product type,types, regulatory environments, methods used to sell and construct homes and land acquisition characteristics. The Company evaluates segment performance primarily based on segment pretax income.results.
 
The Company’s financial services reporting segment provides title and insurance services to the Company’s homebuyers, and provided escrow coordination services until 2007, when the Company terminated that portion of its business.homebuyers. This segment also provides mortgage banking services to the Company’s homebuyers indirectly through KB Home Mortgage, a joint venture with a subsidiary of Bank of America N.A.KBA Mortgage. The Company’s financial services reporting segment conducts operations in the same markets as the Company’s homebuilding reporting segments.
 
The Company’s reporting segments follow the same accounting policies used for itsthe Company’s consolidated financial statements as described in Note 1. Summary of Significant Accounting Policies. Operational results of each segment are not necessarily indicative of the results that would have occurred had the segment been an independent, stand-alone entity during the periods presented.presented, nor are they indicative of the results to be expected in future periods.
 
The following tables present financial information relating to the Company’s reporting segments (in thousands):
 
             
  Years Ended November 30, 
  2009  2008  2007 
Revenues:            
West Coast $812,207  $1,055,021  $2,203,303 
Southwest  218,096   618,014   1,349,570 
Central  434,400   594,317   1,077,304 
Southeast  351,712   755,817   1,770,414 
             
Total homebuilding revenues  1,816,415   3,023,169   6,400,591 
Financial services  8,435   10,767   15,935 
             
Total revenues $1,824,850  $3,033,936  $6,416,526 
             


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 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Income (loss) from continuing operations before income taxes:            
Revenues:            
West Coast $700,645  $812,207  $1,055,021 
Southwest  187,736   218,096   618,014 
Central  436,404   434,400   594,317 
Southeast  256,978   351,712   755,817 
       
Total homebuilding revenues  1,581,763   1,816,415   3,023,169 
Financial services  8,233   8,435   10,767 
       
Total revenues $1,589,996  $1,824,850  $3,033,936 
       
Pretax income (loss):            
West Coast $(88,442) $(298,047) $(665,845) $60,250  $(88,442) $(298,047)
Southwest  (48,572)  (212,194)  (287,339)  (15,802)  (48,572)  (212,194)
Central  (29,382)  (82,789)  (64,210)  (1,772)  (29,382)  (82,789)
Southeast  (78,414)  (258,568)  (230,420)  (42,801)  (78,414)  (258,568)
Corporate and other (a)  (85,573)  (140,151)  (246,792)  (88,386)  (85,573)  (140,151)
              
Total homebuilding loss from continuing operations before income taxes  (330,383)  (991,749)  (1,494,606)
Total homebuilding loss  (88,511)  (330,383)  (991,749)
Financial services  19,199   23,818   33,836   12,143   19,199   23,818 
              
Total loss from continuing operations before income taxes $(311,184) $(967,931) $(1,460,770)
Total pretax loss $(76,368) $(311,184) $(967,931)
              
 
 
(a)Corporate and other includes corporate general and administrative expenses and goodwill impairment.
 
             
  Years Ended November 30, 
  2009  2008  2007 
Equity in income (loss) of unconsolidated joint ventures:            
West Coast $  (7,761) $  (45,180) $  (64,886)
Southwest  (15,509)  (35,633)  (15,734)
Central  506   (4,515)  (6,916)
Southeast  (26,851)  (67,422)  (64,381)
             
Total $  (49,615) $(152,750) $  (151,917)
             
Inventory impairments:            
West Coast $44,895  $229,059  $631,399 
Southwest  28,833   160,574   337,889 
Central  23,891   51,518   24,662 
Southeast  23,229   124,726   116,023 
             
Total $120,848  $565,877  $1,109,973 
             
Inventory abandonments:            
West Coast $32,679  $17,475  $28,011 
Southwest     187   16,479 
Central        9,783 
Southeast  14,622   23,252   89,736 
             
Total $47,301  $40,914  $144,009 
             
Joint venture impairments:            
West Coast $7,190  $43,116  $57,030 
Southwest  5,426   30,434   31,049 
Central     2,629   4,483 
Southeast  25,915   65,671   63,801 
             
Total $38,531  $141,850  $156,363 
             

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   November 30,  Years Ended November 30, 
   2009 2008  2010 2009 2008 
Assets:            
West Coast $838,510  $1,086,503 
Southwest  346,035   497,034 
Central  357,688   443,168 
Southeast  361,551   453,771 
Corporate and other  1,498,781   1,511,672 
     
Total homebuilding assets  3,402,565   3,992,148 
Financial services  33,424   52,152 
     
Total assets $3,435,989  $4,044,300 
     
Investments in unconsolidated joint ventures:            
Equity in income (loss) of unconsolidated joint ventures:            
West CoastWest Coast $54,795  $55,856  $1,476  $  (7,761) $  (45,180)
SouthwestSouthwest  56,779   113,564   (8,631)  (15,509)  (35,633)
CentralCentral     3,339      506   (4,515)
SoutheastSoutheast  8,094   4,890   898   (26,851)  (67,422)
            
TotalTotal $119,668  $177,649  $    (6,257) $  (49,615) $(152,750)
            
Inventory impairments:            
West Coast $3,828  $44,895  $229,059 
Southwest  962   28,833   160,574 
Central  348   23,891   51,518 
Southeast  4,677   23,229   124,726 
       
Total $9,815  $120,848  $565,877 
       
Land option contract abandonments:            
West Coast $797  $32,679  $17,475 
Southwest        187 
Central  6,511       
Southeast  2,802   14,622   23,252 
       
Total $10,110  $47,301  $40,914 
       
Joint venture impairments:            
West Coast $  $7,190  $43,116 
Southwest     5,426   30,434 
Central        2,629 
Southeast     25,915   65,671 
       
Total $  $38,531  $141,850 
       
 
             
     November 30, 
     2010  2009 
Assets:            
West Coast $965,323  $838,510 
Southwest  376,234   346,035 
Central  328,938   357,688 
Southeast  372,611   361,551 
Corporate and other  1,037,200   1,498,781 
         
Total homebuilding assets  3,080,306   3,402,565 
Financial services  29,443   33,424 
         
Total assets $3,109,749  $3,435,989 
         
Investments in unconsolidated joint ventures:            
West Coast $37,830  $54,795 
Southwest  59,191   56,779 
Central      
Southeast  8,562   8,094 
         
Total $105,583  $119,668 
         

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Note 3.  Financial Services
 
The following tables present financial information relating to the Company’s financial services reporting segment (in thousands):
 
 
            
             Years Ended November 30, 
 Years Ended November 30,  2010 2009 2008 
 2009 2008 2007 
            
Revenues                        
Interest income $31  $209  $158  $6  $31  $209 
Title services  1,184   2,369   5,977   992   1,184   2,369 
Insurance commissions  7,220   8,189   9,193   7,235   7,220   8,189 
Escrow coordination fees        607 
              
Total  8,435   10,767   15,935   8,233   8,435   10,767 
Expenses                        
General and administrative  (3,251)  (4,489)  (4,796)  (3,119)  (3,251)  (4,489)
              
Operating income  5,184   6,278   11,139   5,114   5,184   6,278 
Equity in income of unconsolidated joint venture  14,015   17,540   22,697   7,029   14,015   17,540 
              
Pretax income $   19,199  $   23,818  $   33,836  $   12,143  $   19,199  $   23,818 
              
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Assets                
Cash and cash equivalents $   3,246  $    6,119  $    4,029  $   3,246 
Receivables  1,395   1,240   1,607   1,395 
Investment in unconsolidated joint venture  28,748   44,733   23,777   28,748 
Other assets  35   60   30   35 
          
Total assets $   33,424  $   52,152  $29,443  $   33,424 
          
Liabilities                
Accounts payable and accrued expenses $7,050  $9,467  $2,620  $7,050 
          
Total liabilities $7,050  $9,467  $   2,620  $7,050 
          
 
Although KBHMC ceased originating and selling mortgage loans on September 1, 2005, it may be required to repurchase an individual loan that it funded on or before August 31, 2005 and sold to an investor if the representations or warranties that it made in connection with the sale of the loan are breached, in the event of an early payment default, or if the loan does not comply with the underwriting standards or other requirements of the ultimate investor.

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Note 4.  Receivables
 
Mortgages and notes receivable totaled $40.5 million at November 30, 2010 and $70.7 million at November 30, 2009 and $53.5 million at November 30, 2008.2009. Mortgages and notes receivable are primarily related to land sales. Interest rates on mortgages and notes receivable ranged from 3.5%3% to 8% at November 30, 2010 and from 4% to 8% at November 30, 2009. The interest rate onIncluded in mortgages and notes receivable at November 30, 2008 ranged from 5% to 8%. Principal amounts2010 is a note receivable of mortgages and notes receivable at November 30, 2009 are due during$40.0 million on which the following years: 2010 — $30.0 million; 2011 — $.2 million; and 2012 — $40.5 million. Company is in the process of foreclosing on the underlying real estate.
Federal and state income taxes receivable totaled $.8 million at November 30, 2010 and $191.5 million at November 30, 2009 and $211.32009. Other receivables of $66.7 million at November 30, 2008. Other receivables of2010 and $75.7 million at November 30, 2009 and $92.9 million at November 30, 2008 included amounts due from municipalities and utility companies, and escrow deposits. Other receivables were net of allowances for doubtful accounts of $60.5$31.2 million in 20092010 and $72.5$48.9 million in 2008.2009.


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Note 5.  Inventories
 
Inventories consisted of the following (in thousands):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Homes, lots and improvements in production $1,091,851  $1,649,838  $1,298,085  $1,091,851 
Land under development  409,543   456,878   398,636   409,543 
          
Total $1,501,394  $2,106,716  $1,696,721  $1,501,394 
          
 
Inventories include land and land development costs, direct construction costs, capitalized interest and real estate taxes. Land under development primarily consists of parcels on which 50% or less of estimated development costs have been incurred.
 
Interest is capitalized to inventories while the related communities are being actively developed and until homes are completed. Capitalized interest is amortized in construction and land costs as the related inventories are delivered to homebuyers. The Company’s interest costs are as follows (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Capitalized interest at beginning of year $361,619  $348,084  $333,020  $291,279  $361,619  $348,084 
Capitalized interest related to consolidation of previously unconsolidated joint ventures  9,914       
Interest incurred (a)  119,602   156,402   199,550   122,230   119,602   156,402 
Loss on early redemption/interest expensed  (51,763)  (12,966)  (12,990)
Interest expensed/loss on early redemption of debt (a)  (68,307)  (51,763)  (12,966)
Interest amortized to construction and land costs  (138,179)  (129,901)  (171,496)  (105,150)  (138,179)  (129,901)
              
Capitalized interest at end of year (b) $291,279  $361,619  $348,084  $249,966  $291,279  $361,619 
              
 
 
(a)Amounts for the year ended November 30, 2010 include a total of $1.8 million of debt issuance costs written off in connection with the Company’s voluntary reduction of the aggregate commitment under the Credit Facility from $650.0 million to $200.0 million and the subsequent voluntary termination of the Credit Facility. Amounts for the years ended November 30, 2009 and 2008 include losses on the early redemption of debt of $1.0 million for the year ended November 30, 2009,and $10.4 million, for the year ended November 30, 2008 and $13.0 million for the year ended November 30, 2007.respectively.
 
(b)Inventory impairment charges are recognized against all inventory costs of a community, such as land, land improvements, 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 6.  Inventory Impairments and Land Option Contract Abandonments
 
Each land parcel or community in the Company’s owned inventory is assessed to determine if indicators of potential impairment exist. Impairment indicators are assessed separately for each land parcel or community on a quarterly basis and include, but are not limited to: significant decreases in sales rates, average selling prices, volume of homes delivered, gross margins on homes delivered or projected margins on homes in backlog or future housing sales; significant increases in budgeted land development and construction costs or cancellation rates; or projected losses on expected future land sales. If indicators of potential impairment exist for a land parcel or community, the identified inventory is evaluated for recoverability in accordance with ASC 360. When an indicator of potential impairment is identified, the Company tests


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the asset for recoverability by comparing the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. The undiscounted future net cash flows are impacted by trends and factors known to the Company at the time they are calculated and the Company’s expectations related to: market supply and demand, including estimates concerning average selling prices; sales and cancellation rates; and anticipated land development, construction and overhead costs to be incurred. These estimates, trends and expectations are specific to each land parcel or community and may vary among land parcels or communities.


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A real estate asset is considered impaired when its carrying amount is greater than the undiscounted future net cash flows the asset is expected to generate. Impaired real estate assets are written down to fair value, which is primarily based on the estimated future cash flows discounted for inherent risk associated with each asset. The discount rates used in the Company’s estimated discounted cash flows ranged from 17% to 20% during 2010 and from 10% to 22% during 2009 and 2008. These discounted cash flows are impacted by: the risk-free rate of return; expected risk premium based on estimated land development, construction and delivery timelines; market risk from potential future price erosion; cost uncertainty due to development or construction cost increases; and other risks specific to the asset or conditions in the market in which the asset is located at the time the assessment is made. These factors are specific to each land parcel or community and may vary among land parcels or communities.
 
Based on the results of its evaluations, the Company recognized pretax, noncash inventory impairment charges of $9.8 million in 2010, $120.8 million in 2009 and $565.9 million in 20082008. As of November 30, 2010, the aggregate carrying value of inventory that had been impacted by pretax, noncash inventory impairment charges was $418.5 million, representing 72 communities and $1.11 billion in 2007.various other land parcels. As of November 30, 2009, the aggregate carrying value of inventory that had been impacted by pretax, noncash inventory impairment charges was $603.9 million, representing 128 communities and various other land parcels. As of November 30, 2008, the aggregate carrying value of inventory impacted by pretax, noncash impairment charges was $1.01 billion, representing 163 communities and various other land parcels.
 
The Company’s optioned inventory is assessed to determine whether it continues to meet the Company’s internal investment standards and marketing strategy.standards. Assessments are made separately for each optioned parcel on a quarterly basis and are affected by, among other factors: currentand/or anticipated sales rates, average selling prices and home delivery volume; estimated land development and construction costs; and projected profitability on expected future housing or land sales. When a decision is made not to exercise certain land option contracts due to market conditionsand/or changes in marketing strategy, the Company writes off the costs, including non-refundable deposits and pre-acquisition costs, related to the abandoned projects. Based on the results of its assessments, the Company recognized land option contract abandonment charges of $10.1 million in 2010, $47.3 million in 2009 and $40.9 million in 2008 and $144.0 million in 2007.2008.
 
The inventoryInventory impairment and land option contract abandonment charges are included in construction and land costs in the Company’s consolidated statements of operations.
 
Due to the judgment and assumptions applied in the estimation process with respect to inventory impairments and land option contract abandonments, it is possible that actual results could differ substantially from those estimated.
 
Note 7.  Fair Value Disclosures
 
Accounting Standards Codification Topic No.ASC 820 “Fair Value Measurements and Disclosures,”defines fair value, provides a framework for measuring the fair value of assets and liabilities under GAAP and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:
 
 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.


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Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate the carrying value may not be recoverable. The following table presents the Company’s assets measured at fair value on a nonrecurring basis (in thousands):
 
                                        
   Fair Value Measurements Using      Fair Value Measurements Using   
   Quoted
 Significant
        Quoted
 Significant
     
   Prices in
 Other
 Significant
      Prices in
 Other
 Significant
   
 Year Ended
 Active
 Observable
 Unobservable
    Year Ended
 Active
 Observable
 Unobservable
   
 November 30,
 Markets
 Inputs
 Inputs
 Total Gains
  November 30,
 Markets
 Inputs
 Inputs
   
Description
 2009 (a) (Level 1) (Level 2) (Level 3) (Losses)  2010 (a) (Level 1) (Level 2) (Level 3) Total Losses 
Long-lived assets held and used $     129,032  $     —  $ 12,236  $  116,796  $  (120,848) $    11,570  $     —  $     —  $    11,570  $    (9,815)
                      


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(a)Amount represents the aggregate fair values for communities where the Company recognized noncash inventory impairment charges during the period, as of the date that the fair value measurements were made. The carrying value for these communities may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.
 
In accordance with the provisions of ASC 360, long-lived assets held and used with a carrying amount of $249.8$21.4 million were written down to their fair value of $129.0$11.6 million during the year ended November 30, 2009,2010, resulting in noncash inventory impairment charges of $120.8$9.8 million. These inventory impairment charges were included in the Company’s construction and land costs in the consolidated statement of operations.
 
The fair values for long-lived assets held and used, determined using Level 2 inputs, were based on a bona fide letter of intent from an outside party or an executed contract. Fair values for long-lived assets held and used, determined using Level 3 inputs, were primarily based on the estimated future cash flows discounted for inherent risk associated with each asset. These discounted cash flows are impacted by: the risk-free rate of return; expected risk premium based on estimated land development, construction and delivery timelines; market risk from potential future price erosion; cost uncertainty due to development or construction cost increases; and other risks specific to the asset or conditions in the market in which the asset is located at the time the assessment is made. These factors are specific to each land parcel or community and may vary among land parcels or communities.
 
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, mortgages and notes receivable, senior notes, and mortgages and land contracts due to land sellers and other loans. Fair value measurements of financial instruments are determined by various market data and other valuation techniques as appropriate. When available, the Company uses quoted market prices in active markets to determine fair value. The following table presents the carrying values and estimated fair values of the Company’s financial instruments, except for those for which the carrying values approximate fair values (in thousands):
 
                                
 November 30, November 30,
 2009 2008 2010 2009
 Carrying
 Estimated
 Carrying
 Estimated
 Carrying
 Estimated
 Carrying
 Estimated
 Value Fair Value Value Fair Value Value Fair Value Value Fair Value
Financial Liabilities:                        
Senior subordinated notes due December 15, 2008 at 85/8%
 $  $  $200,000  $199,500 
Senior notes due 2011 at 63/8%
  99,800   100,250   348,908   274,765  $99,916  $101,500  $99,800  $100,250 
Senior notes due 2014 at 53/4%
  249,358   234,375   249,227   165,113   249,498   246,250   249,358   234,375 
Senior notes due 2015 at 57/8%
  298,875   276,000   298,692   182,949   299,068   289,500   298,875   276,000 
Senior notes due 2015 at 61/4%
  449,698   419,063   449,653   275,412   449,745   435,375   449,698   419,063 
Senior notes due 2017 at 9.1%  259,884   276,263         260,352   279,575   259,884   276,263 
Senior notes due 2018 at 71/4%
  298,787   281,250   298,689   173,240   298,893   286,500   298,787   281,250 
 
The fair values of the Company’s senior and senior subordinated notes are estimated based on quoted market prices.
 
The carrying amounts reported for cash and cash equivalents, restricted cash, mortgages and notes receivable, and mortgages and loanland contracts due to land sellers and other loans approximate fair values.
 
Note 8.��  Consolidation of Variable Interest Entities
 
ASC 810 requires a VIE to be consolidated inIn June 2009, the financial statements of a company if that company isFASB revised the primary beneficiary of the VIE. Under ASC 810,authoritative guidance for determining the primary beneficiary of a VIE. In December 2009, the FASB issued ASU2009-17, which provided amendments to ASC 810 to reflect the revised guidance. The amendments to ASC 810 replaced the quantitative-based risk and rewards calculation for determining which reporting entity, if any, has a controlling interest in a VIE absorbswith an approach focused on identifying which reporting entity has the power to direct the activities of a majorityVIE that most significantly impact the VIE’s economic performance and (i) the obligation to absorb losses of the VIE’s expected losses, receivesVIE or (ii) the right to receive benefits from the VIE. The amendments also require additional disclosures about a majorityreporting entity’s involvement with VIEs. The Company adopted the amended provisions of ASC 810 effective December 1, 2009. The adoption of the VIE’s expected residual returns,amended provisions of ASC 810 did not have a material effect on the Company’s consolidated financial position or both.results of operations.


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The Company participates in joint ventures from time to time for the purpose of conducting land acquisition, developmentand/or other homebuilding activities. Its investments in these joint ventures may create a variable interest in a VIE, depending on the contractual terms of the arrangement. The Company analyzes its joint ventures in accordance


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with ASC 810 whento determine whether they are entered into or upon a reconsideration event.VIEs and, if so, whether the Company is the primary beneficiary. All of the Company’s joint ventures at November 30, 20092010 and 2008November 30, 2009 were determined under the provisions of ASC 810 applicable at each such date to be unconsolidated joint ventures, either because they were not VIEs or, if they were VIEs, the Company was not the primary beneficiary of the VIEs.
 
In the ordinary course of its business, the Company enters into land option contracts, (oror similar agreements) in ordercontracts, to procure land for the construction of homes. The use of such land option and other similar contracts generally allows the Company to reduce the market risks associated with direct land ownership and development, reduces the Company’s capital and financial commitments, including interest and other carrying costs, and minimizes the amount of the Company’s land inventories onin its consolidated balance sheets. Under such land option contracts, the Company will pay a specified option deposit or earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price. Under the requirements of ASC 810, certain of the Company’s land optionthese contracts may create a variable interest for the Company, with the land seller being identified as a VIE.
 
In compliance with ASC 810, the Company analyzes its land option contracts and other contractual arrangements when theysimilar contracts to determine whether the corresponding land sellers are entered into or upon a reconsideration event. As a result of its analyses, the Company has consolidated certain VIEs from whichand, if so, whether the Company is purchasing land under option contracts.the primary beneficiary. Although the Company does not have legal title to the optioned land, ASC 810 requires the Company to consolidate thea VIE if the Company is determined to be the primary beneficiary. InAs a result of its analyses, the Company determined that as of November 30, 2010 it was not the primary beneficiary of any VIEs from which it is purchasing land under land option and other similar contracts. Since adopting the amended provisions of ASC 810, in determining whether it is the primary beneficiary, the Company considers, among other things, whether it has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. The Company also considers whether it has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE.
Based on its analyses as of November 30, 2009, which were performed before the Company adopted the amended provisions of ASC 810, the Company determined that it was the primary beneficiary of certain VIEs from which it was purchasing land under land option or other similar contracts and, therefore, consolidated such VIEs. Prior to its adoption of the amended provisions of ASC 810, in determining whether it was the primary beneficiary, the Company considered, among other things, the size of its deposit relative to the contract price, the risk of obtaining land entitlement approval, the risk associated with land development required under the land option or other similar contract, and the risk of changes in the market value of the optioned land during the contract period. The consolidation of VIEs in which the Company determined it was the primary beneficiary increased inventories, with a corresponding increase to accrued expenses and other liabilities, on the Company’s consolidated balance sheetssheet by $21.0 million at November 30, 2009 and $15.5 million at November 30, 2008.2009. The liabilities related to the Company’s consolidation of VIEs from which it is purchasinghas arranged to purchase land under option and other similar contracts represent the difference between the purchase price of land not yet purchased and the Company’s cash deposits. The Company’s cash deposits related to these land option and other similar contracts totaled $4.1 million at November 30, 2009 and $3.4 million at November 30, 2008.2009. Creditors, if any, of these VIEs have no recourse against the Company.
As of November 30, 2009,2010, the Company had cash deposits totaling $.8$2.6 million associated with land option and other similar contracts that the Company determined to be unconsolidated VIEs, having an aggregate purchase price of $20.5 million. As of November 30, 2009, the Company also$86.1 million, and had cash deposits totaling $4.7$12.2 million associated with land option and other similar contracts that the Company determined were not VIEs, having an aggregate purchase price of $404.6$274.3 million.
 
The Company’s exposure to loss related to its land option and other similar contracts with third parties and unconsolidated entities consisted of its non-refundable option deposits, which totaled $14.8 million at November 30, 2010 and $9.6 million at November 30, 2009 and $33.1are included in inventories in the Company’s consolidated balance sheets. In addition, the Company had outstanding letters of credit of $4.2 million at November 30, 2008. In addition, the Company posted letters of credit of2010 and $8.7 million at November 30, 2009 and $32.5 million at November 30, 2008 in lieu of cash deposits forunder certain land option or other similar contracts.
 
The Company also evaluates its land option and other similar contracts for financing arrangements in accordance with ASC 470. As470, and, as a result of its evaluations, the Company increased its inventories, with a corresponding increase to accrued expenses and other liabilities, onin its consolidated balance sheets by $15.5 million at November 30, 2010 and $36.1 million at November 30, 2009 and $81.5 million at November 30, 2008.2009.


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Note 9.  Investments in Unconsolidated Joint Ventures
 
The Company participateshas investments in unconsolidated joint ventures that conduct land acquisition, developmentand/or other homebuilding activities in various markets typically where the Company’s homebuilding operations are located. The Company’s partners in these unconsolidated joint ventures are unrelated homebuilders, and/or land developers and other real estate entities, or commercial enterprises. ThroughThe Company entered into these unconsolidated joint ventures the Company seeksin previous years to reduce andor share market and development risks and to reduce its investment in land inventory, while potentially increasingincrease the number of homesites it controls or will own.its owned and controlled homesites. In some instances, participating in unconsolidated joint ventures enableshas enabled the Company to acquire and develop land that it might not otherwise have had access to due to a project’s size, financing needs,


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duration of development or other circumstances. While the Company viewshas viewed its participation in unconsolidated joint ventures as beneficial to its homebuilding activities, it does not view such participation as essential.essential and has unwound its participation in a number of unconsolidated joint ventures in the past few years.
 
The Companyand/or its unconsolidated joint venture partners typically obtain optionshave obtained or enterentered into other arrangements to have the right to purchase portions of the land held by certain of the unconsolidated joint ventures. The prices for these land options or other arrangements are generally negotiated prices that approximate fair value. When an unconsolidated joint venture sells land to the Company’s homebuilding operations, the Company defers recognition of its share of such unconsolidated joint venture earnings until a home sale is closed and title passes to a homebuyer, at which time the Company accounts for those earnings as a reduction of the cost of purchasing the land from the unconsolidated joint venture.
 
The Company and its unconsolidated joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures, typically on a pro rata basis. The obligations to make capital contributions are governed by each unconsolidated joint venture’s respective operating agreement and related documents.
 
Each unconsolidated joint venture is obligated to maintain financial statements in accordance with GAAP. The Company shares in profits and losses of these unconsolidated joint ventures generally in accordance with its respective equity interests. In some instances, the Company recognizes profits and losses that differ from its pro rata share of profits and losses recognized by an unconsolidated joint venture. Such differences may arise from impairments recognized by the Company related to its investment in an unconsolidated joint venture which differ from the recognition of impairments by the unconsolidated joint venture; differences between the Company’s basis in assets transferred to an unconsolidated joint venture and the unconsolidated joint venture’s basis in those assets; the deferral of unconsolidated joint venture profits from land sales to the Company; or other items.
 
The following table presents information from the combined condensed statementstatements of operations information forof the Company’s unconsolidated joint ventures (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Revenues $60,790  $112,767  $ 662,705  $122,200  $60,790  $112,767 
Construction and land costs  (117,255)  (458,168)  (670,133)  (120,010)  (117,255)  (458,168)
Other expenses, net  (46,432)  (38,170)  (44,126)  (19,362)  (46,432)  (38,170)
              
Loss $(102,897) $ (383,571) $(51,554) $(17,172) $(102,897) $ (383,571)
              
 
With respect to the Company’s investment in unconsolidated joint ventures, its equity in loss of unconsolidated joint ventures included pretax, noncash impairment charges of $38.5 million in 2009 and $141.9 million in 20082008. There were no such impairment charges in 2010. Due to the judgment and $156.4 millionassumptions applied in 2007.the estimation process with respect to joint venture impairments, it is possible that actual results could differ substantially from those estimated.


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The following table presents combined condensed balance sheet information for the Company’s unconsolidated joint ventures (in thousands):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Assets                
Cash $  12,816  $29,194  $14,947  $12,816 
Receivables  142,639   143,926   147,025   142,639 
Inventories  709,130   1,029,306   575,632   709,130 
Other assets  56,939   55,289   51,755   56,939 
          
Total assets $921,524  $1,257,715  $789,359  $921,524 
          
Liabilities and equity                
Accounts payable and other liabilities $94,533  $85,064  $113,478  $139,626 
Mortgages and notes payable  514,172   871,279   327,856   469,079 
Equity  312,819   301,372   348,025   312,819 
          
Total liabilities and equity $921,524  $1,257,715  $789,359  $921,524 
          


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The following table presentstables present information relating to the Company’s investments in unconsolidated joint ventures and the outstanding debt of unconsolidated joint ventures as of the dates specified, categorized by the nature of the Company’s potential responsibility under a guaranty, if any, for such debt (dollars in thousands):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Number of investments in unconsolidated joint ventures:                
With recourse debt (a)     1 
With limited recourse debt (b)  2   4 
With non-recourse debt (c)  2   10 
With limited recourse debt (a)     2 
With non-recourse debt (b)     2 
South Edge  1   1 
Other (d)(c)  9   10   9   8 
          
Total  13   25   10   13 
          
Investments in unconsolidated joint ventures:                
With recourse debt $  $3,339 
With limited recourse debt  1,277   1,360  $  $1,277 
With non-recourse debt  9,983   24,590      9,983 
South Edge  55,269   55,502 
Other  108,408   148,360   50,314   52,906 
          
Total $119,668  $177,649  $105,583  $119,668 
          
Outstanding debt of unconsolidated joint ventures:                
With recourse debt $  $3,249 
With limited recourse debt  11,198   112,700  $  $11,198 
With non-recourse debt  130,025   381,393      130,025 
Other  372,949   373,937 
South Edge  327,856   327,856 
          
Total (e) $514,172  $871,279 
Total (d) $327,856  $469,079 
          
 
 
(a)This category consisted of an unconsolidated joint venture as to which the Company has entered into a several guaranty with respect to the repayment of a portion of the unconsolidated joint venture’s outstanding debt. This unconsolidated joint venture was dissolved during the quarter ended May 31, 2009.
(b)This category consists of unconsolidated joint ventures as to which the Company has entered into a loan-to-value maintenance guaranty with respect to a portion of each such unconsolidated joint venture’s outstanding secured debt.
 
(c)(b)This category consists of unconsolidated joint ventures as to which the Company does not have a guaranty or any other obligation to repay or to support the value of the collateral (which collateral includes any letters of credit) underlying such unconsolidated joint ventures’ respective outstanding secured debt.


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(d)(c)This category consists of unconsolidated joint ventures with no outstanding debt and an unconsolidated joint venture as to which the Company has entered into a several guaranty. This guaranty, by its terms, purports to require the Company to guarantee the repayment of a portion of the unconsolidated joint venture’s outstanding debt in the event an involuntary bankruptcy proceeding is filed against the unconsolidated joint venture that is not dismissed within 60 days or for which an order approving relief under bankruptcy law is entered, even if the unconsolidated joint venture or its partners do not collude in the filing and the unconsolidated joint venture contests the filing, as further described below.debt.
 
In most cases, the Company may have also entered into a completion guaranty and/or a carve-out guaranty with the lenders for the unconsolidated joint ventures identified in categories (a) through (d) as further described below.
(e)The “Total” amounts represent the aggregate outstanding principal balance of the debt of the unconsolidated joint ventures in which the Company participates. The amounts do not represent the Company’s potential responsibility for such debt, if any. In most cases, the Company’s maximum potential responsibility for any portion of such debt, if any, is limited to either


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a specified maximum amount or an amount equal to its pro rata interest in the relevant unconsolidated joint venture, as further described below.
In most cases, the Company may have also entered into a completion guaranty and/or a carve-out guaranty with the lenders for the unconsolidated joint ventures with outstanding debt as further described below.
 
The unconsolidated joint ventures financehave financed land and inventory investments through a variety of arrangements. To finance their respective land acquisition and development activities, manycertain of the Company’s unconsolidated joint ventures have obtained loans from third-party lenders that are secured by the underlying property and related project assets. The Company’s unconsolidated joint ventures had outstanding debt, substantially all of which was secured, of approximately $514.2$327.9 million at November 30, 20092010 and $871.3$469.1 million at November 30, 2008. The unconsolidated joint ventures are subject to various financial and non-financial covenants in conjunction with their2009. South Edge accounted for all or most of these outstanding debt primarily related to fair value of collateral and minimum land purchase or sale requirements within a specified period. In a few instances, the financial covenants are based on the Company’s financial position. The inability of an unconsolidated joint venture to comply with its debt covenants could result in a default and cause lenders to seek to enforce guarantees, if applicable, as described below.amounts.
 
In certain instances, the Companyand/or its partner(s) in an unconsolidated joint venture provide guarantees and indemnities to the unconsolidated joint venture’s lenders that may include one or more of the following: (a) ahave provided completion guaranty; (b) a loan-to-value maintenance guaranty;and/or (c) a carve-out guaranty.guaranties. A completion guaranty refers to the physical completion of improvements for a projectand/or the obligation to contribute equity to an unconsolidated joint venture to enable it to fund its completion obligations. A loan-to-value maintenance guaranty refers toThe Company’s potential responsibility under its completion guarantees, if triggered, is highly dependent on the paymentfacts of funds to maintain the applicable loan balance at or below a specific percentage of the value of an unconsolidated joint venture’s secured collateral (generally land and improvements).particular case. A carve-out guaranty generally refers to the payment of (i) losses a lender suffers due to certain bad acts or omissions by an unconsolidated joint venture or its partners, such as fraud or misappropriation, or due to environmental liabilities arising with respect to the relevant project, or (ii) outstanding principal and interest and certain other amounts owed to lenders upon the filing by an unconsolidated joint venture of a voluntary bankruptcy petition or, in certain circumstances, the filing of an involuntary bankruptcy petition by creditors of the unconsolidated joint venture in which an unconsolidated joint venture or its partners collude or which the unconsolidated joint venture fails to contest.petition.
 
In most cases,addition to the Company’s maximum potential responsibility under these guarantees and indemnities is limited to either a specified maximum dollar amount or an amount equal to its pro rata interest in the relevant unconsolidated joint venture. In a few cases, the Company has entered into agreements with its unconsolidated joint venture partners to be reimbursed or indemnified with respect to theabove-described guarantees, the Company has also provided a Springing Repayment Guaranty to an unconsolidated joint venture’sthe lenders for any amounts the Company may pay pursuant to such guarantees above its pro rata interestSouth Edge. The Springing Repayment Guaranty and certain legal proceedings regarding South Edge are discussed further below in the unconsolidated joint venture. IfNote 15. Legal Matters. The lenders to one of the Company’s unconsolidated joint venture partners are unable to fulfill their reimbursement or indemnity obligations, or otherwise fail to do so, the Company could incur more than its allocable share under the relevant guaranty. Should there be indications that advances (if made) will not be voluntarily repaid by an unconsolidated joint venture partner under any such reimbursement arrangements, the Company vigorously pursues all rights and remedies available to it under the applicable agreements, at law or in equity to enforce its rights.
The Company’s potential responsibility under its completion guarantees, if triggered, is highly dependent on the facts of a particular case. In any event, the Company believes its actual responsibility under these guarantees is limited to the amount, if any, by which an unconsolidated joint venture’s outstanding borrowings exceed the value of its assets, but may be substantially less than this amount.
At November 30, 2009, the Company’s potential responsibility under its loan-to-value maintenance guarantees totaled approximately $3.8 million, if any liability were determined to be due thereunder. This amount represents the Company’s maximum responsibility under such loan-to-value maintenance guarantees assuming the underlying collateral has no value and without regard to defenses that could be available to the Company against any attempted enforcement of such guarantees.
Notwithstanding the Company’s potential unconsolidated joint venture guaranty and indemnity responsibilities and resolutions it has reached in certain instances with unconsolidated joint venture lenders with respect to those potential responsibilities, at this time the Company does not believe, except as described below, that its existing exposure under its outstanding completion, loan-to-value and carve-out guarantees and indemnities related to unconsolidated joint venture debt is material to the Company’s consolidated financial position or results of operations.


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The lenders for two of the Company’sother unconsolidated joint ventures have filed lawsuitsa lawsuit against some of the unconsolidated joint ventures’venture’s members and certain of those members’ parent companies seeking to recover damages under completion guarantees, among other claims.claims(Wachovia Bank, N.A. v. Focus Kyle Group LLC, et al. U.S. District Court, Southern District of New York (CaseNo. 08-cv-8681 (LTS)(GWG))). The Company and the other parent companies, together with the members, are defending the lawsuits in which they have been named and are currently exploring resolutions with the lenders, but there is no assurance that the parties involved will reach satisfactory resolutions. Related to these lawsuits, an arbitration proceeding has commenced among the members (including the Company) of one of these unconsolidated joint ventures concerning the members’ respective obligations in regards to the unconsolidated joint venture. The Company has not concluded whether any potential outcome of these proceedings is likely, individually or in the aggregate, to be material to its consolidated financial position or results of operations.
In addition to the above-described guarantees and indemnities, the Company has also provided a several guaranty to the lenders of one of the Company’s unconsolidated joint ventures. By its terms, the guaranty purports to guarantee the repayment of principal and interest and certain other amounts owed to the unconsolidated joint venture’s lenders when an involuntary bankruptcy proceeding is filed against the unconsolidated joint venture that is not dismissed within 60 days or for which an order approving relief under bankruptcy law is entered, even if the unconsolidated joint venture or its partners do not collude in the filing and the unconsolidated joint venture contests the filing. The Company’s potential responsibility under this several guaranty fluctuates with the unconsolidated joint venture’s debt and with the Company’s and its partners’ respective land purchases from the unconsolidated joint venture. At November 30, 2009, this unconsolidated joint venture had total outstanding indebtedness of approximately $372.9 million and, if this guaranty were then enforced, the Company’s maximum potential responsibility under the guaranty would have been approximately $182.7 million, which amount does not account for any offsets or defenses that could be available to the Company. This unconsolidated joint venture has received notices from its lenders’ administrative agent alleging a number of defaults under its loan agreement. The Company is currently exploring resolutions with the lenders, the lenders’ administrative agent and the Company’s unconsolidated joint venture partners, but there is no assurance that the Company will reach a satisfactory resolution with all of the parties involved.
Certain of the Company’s other unconsolidated joint ventures operating in difficult market conditions are in default of their debt agreements with their lenders or are at risk of defaulting. In addition, certain of the Company’s unconsolidated joint venture partners have curtailed funding of their allocable joint venture obligations. The Company is carefully managing its investments in these particular unconsolidated joint ventures and is working with the relevant lenders and unconsolidated joint venture partners to reach satisfactory resolutions. In some instances, the Company may decide to purchase its partners’ interests and consolidate the joint venture, which could result in an increase in the amount of mortgages and notes payable on the Company’s consolidated balance sheets. However, such purchases may not resolve a claimed default by the joint venture under its debt agreements. Based on the terms and amounts of the debt involved for these particular unconsolidated joint ventures and the terms of the applicable joint venture operating agreements, the Company does not believe that its exposure related to any defaults by or with respect to these particular unconsolidated joint ventures is material to the Company’s consolidated financial position, results of operations or liquidity.lawsuit.
 
Note 10.  Goodwill
 
The Company had a goodwill balance of $68.0 million at November 30, 2007, which consisted of $24.6 million and $43.4 million related to its Central and Southeast homebuilding reporting segments, respectively.
In accordance with ASC 350, the Companyhas historically tested goodwill for potential impairment annually as of November 30 and between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. During 2008, and 2007, the Company determined that it was necessary to evaluate goodwill for impairment between annual tests due to deteriorating conditions in certain housing markets and the significant inventory impairments the Company identified and recognized in those years in accordance with ASC 360.that year.
 
Based on the results of its goodwill impairment evaluationevaluations performed in the second quarter of 2008, the Company recorded an impairment charge of $24.6 million indetermined that quarter related to its Central reporting segment, where it determined all of the goodwill previously recorded was impaired. The annualAs a result, the Company recorded goodwill impairment test performed by the Company ascharges of November 30, 2008 resulted in an impairment charge of$24.6 million related to its Central reporting segment and $43.4 million in the fourth quarter of 2008 related to its Southeast reporting segment where it determined all of the goodwill previously recorded was impaired. The goodwill


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impairmentduring 2008. These charges in 2008 were recorded at the Company’s corporate level because all goodwill was carried at that level. As a result of those impairment charges, theThe Company had no remaining goodwill atbalance as of November 30, 20082010, November 30, 2009 or November 30, 2009.2008.


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The process of evaluating goodwill for impairment involved the determination of the fair value of the Company’s reporting units. Inherent in such fair value determinations were certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates.
In performing its impairment analysis, the Company developed a range of fair values for its homebuilding and financial services reporting units using a discounted cash flow methodology and a market multiple methodology. For the financial services reporting unit, the Company also used a comparable transaction methodology.
The discounted cash flow methodology established fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value was intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology used the Company’s projections of financial performance for a five-year period. The most significant assumptions used in the discounted cash flow methodology were the discount rate, the terminal value and expected future revenues, gross margins and operating margins, which varied among reporting units.
The market multiple methodology established fair value by comparing the Company to other publicly traded companies that were similar to it from an operational and economic standpoint. The market multiple methodology compared the Company to those companies on the basis of risk characteristics in order to determine its risk profile relative to those companies as a group. This analysis generally focused on quantitative considerations, which included financial performance and other quantifiable data, and qualitative considerations, which included any factors which were expected to impact future financial performance. The most significant assumptions affecting the market multiple methodology were the market multiples and control premium. The market multiples the Company used were: (a) price to net book value and (b) enterprise value to revenue (for each of the homebuilding reporting units). A control premium represents the value an investor would pay above minority interest transaction prices in order to obtain a controlling interest in the respective company. The comparable transaction methodology established fair value similar to the market multiple methodology, and utilized recent transactions within the industry as the market multiple. However, no control premium was applied when using the comparable transaction methodology because those transactions represented control transactions.
 
Note 11.  Other Assets
 
Other assets consisted of the following (in thousands):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Operating properties $72,548  $ 
Operating properties, net $71,938  $  72,548 
Cash surrender value of insurance contracts  59,103   54,595 
Property and equipment, net  9,596   12,465 
Debt issuance costs  5,254   6,334 
Prepaid expenses  62,067   79,102   3,033   7,472 
Property and equipment  12,465   16,298 
Debt issuance costs  6,334   2,709 
Deferred tax assets  1,152   1,152   1,152   1,152 
          
Total $154,566  $ 99,261  $  150,076  $  154,566 
          
 
During the quarter ended November 30, 2009, the Company reclassified $72.5 million from inventories to operating properties, as a result of converting a multi-level residential building to a rental operation.


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Note 12.  Accrued Expenses and Other Liabilities
 
Accrued expenses and other liabilities consisted of the following (in thousands):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Construction defect and other litigation liabilities $124,853  $121,781 
Warranty liability $  135,749  $  145,369   93,988   135,749 
Construction defect and other litigation liabilities  121,781   118,774 
Employee compensation and related benefits  88,385   113,861   76,477   88,385 
Accrued interest payable  42,963   46,302 
Liabilities related to inventory not owned  57,150   97,008   15,549   57,150 
Accrued interest payable  46,302   50,430 
Real estate and business taxes  12,516   23,957   8,220   12,516 
Other  98,485   171,998   104,455   98,485 
          
Total $  560,368  $  721,397  $  466,505  $  560,368 
          
 
Note 13.  Mortgages and Notes Payable
 
Mortgages and notes payable consisted of the following (in thousands, interest rates are as of November 30):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Mortgages and land contracts due to land sellers and other loans (2% to 8% in 2009 and 41/4% to 8% in 2008)
 $163,968  $96,368 
Senior subordinated notes due December 15, 2008 at 85/8%
     200,000 
Mortgages and land contracts due to land sellers and other loans (3% to 7% in 2010 and 2% to 8% in 2009) $118,057  $163,968 
Senior notes due 2011 at 63/8%
  99,800   348,908   99,916   99,800 
Senior notes due 2014 at 53/4%
  249,358   249,227   249,498   249,358 
Senior notes due 2015 at 57/8%
  298,875   298,692   299,068   298,875 
Senior notes due 2015 at 61/4%
  449,698   449,653   449,745   449,698 
Senior notes due 2017 at 9.1%  259,884      260,352   259,884 
Senior notes due 2018 at 71/4%
  298,787   298,689   298,893   298,787 
          
Total $1,820,370  $1,941,537  $1,775,529  $1,820,370 
          
 
TheAt November 30, 2009, the Company has amaintained the Credit Facility with a syndicate of lenders that matureswas scheduled to mature in November 2010. Interest onAs the Company did not anticipate borrowing under the Credit Facility is payable monthly atbefore its scheduled maturity and to trim the London Interbank Offered Rate plus an applicable spread on amounts borrowed. At November 30,costs associated with maintaining the Credit Facility, effective December 28, 2009, and 2008, the Company had no cash borrowings outstanding and $175.0 million and $211.8 million, respectively, in letters of credit outstanding under the Credit Facility.
On August 28, 2008, the Company entered into the fifth amendment (the “Fifth Amendment”) to the Credit Facility. The Fifth Amendment, among other things,voluntarily reduced the aggregate commitment under the Credit Facility from $1.30 billion$650.0 million to $800.0 million. In light of the reduction in the aggregate commitment,$200.0 million, and effective March 31, 2010, the Company wrote off $3.3 million of unamortized fees associated withvoluntarily terminated the Credit Facility during 2008. This write-off is included in the loss on early redemption of debt in the consolidated statements of operations.
The aggregate commitment under the Credit Facility, in accordance with its terms, was permanently reduced from $800.0 million to $650.0 million in the second quarter of 2009 because the Company’s consolidated tangible net worth was below $800.0 million at February 28, 2009. Under the terms of the Credit Facility, the Company is required, among other things, to maintain a minimum consolidated tangible net worth and certain financial statement ratios, and is subject to limitations on acquisitions, inventories and indebtedness. The Credit Facility also contains covenants limiting the Company’s unimproved land book value, speculative unit deliveries within a given fiscal quarter and borrowing base requirements.
On December 15, 2008, the Company repaid the $200 Million Senior Subordinated Notes, which matured on that date.Facility.


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With the Credit Facility’s termination, the Company proceeded to enter into the LOC Facilities to obtain letters of credit in the ordinary course of operating its business. As of November 30, 2010, $87.5 million of letters of credit were outstanding under the LOC Facilities. The LOC Facilities require the Company to deposit and maintain cash with the issuing financial institutions as collateral for its letters of credit outstanding. As of November 30, 2010, the amount of cash maintained for the LOC Facilities totaled $88.7 million and was included in restricted cash on the Company’s consolidated balance sheet as of that date. In 2011, the Company may maintain or enter into additional or expanded facilities with the same or other financial institutions.
In connection with the termination of the Credit Facility, the Released Subsidiaries were released and discharged from guaranteeing any obligations with respect to the Company’s senior notes. Each of the Released Subsidiaries is not a “significant subsidiary,” as defined underRule 1-02(w) ofRegulation S-X, and does not guarantee any other indebtedness of the Company. Each Released Subsidiary may be required to again provide a guarantee with respect to the Company’s senior notes if it becomes a “significant subsidiary.” The Guarantor Subsidiaries continue to provide a guarantee with respect to the Company’s senior notes.
The indenture governing the Company’s senior notes does not contain any financial maintenance covenants. Subject to specified exceptions, the indenture contains certain restrictive covenants that, among other things, limit the Company’s ability to incur secured indebtedness, or engage in sale-leaseback transactions involving property or assets above a certain specified value. The terms governing the Company’s $265 Million Senior Notes contain certain limitations related to mergers, consolidations, and sales of assets.
As of November 30, 2010, the Company was in compliance with the applicable terms of all of its covenants under the Company’s senior notes, the indenture, and mortgages and land contracts due to land sellers and other loans. The Company’s ability to secure future debt financing may depend in part on its ability to remain in such compliance.
 
On July 14, 2008, the Company completed the early redemption of the $300 Million Senior Subordinated Notes at a price of 101.938% of the principal amount plus accrued interest to the date of redemption. The Company incurred a loss of $7.1 million in 2008 related to the early redemption of debt, as a result of the call premium and the unamortized original issue discount. This loss is included in the interest expense, net of amounts capitalized/loss on early redemption of debt in the consolidated statements of operations.
 
On October 17, 2008, the Company filed the 2008 Shelf Registration with the SEC, registering debt and equity securities that it may issue from time to time in amounts to be determined. The Company’s previously effective 2004 Shelf Registration was subsumed within the 2008 Shelf Registration. On July 30, 2009, the Company issued the $265 Million Senior Notes under the 2008 Shelf Registration. The Company has not issued any other securities under its 2008 Shelf Registration.
 
On June 30, 2004, the Company issued the $350 Million Senior Notes at 99.3% of the principal amount of the notes in a private placement. The $350 Million Senior Notes, which are due August 15, 2011, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $350 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to 100% of their principal amount, plus a premium, plus accrued and unpaid interest to the applicable redemption date. On December 3, 2004, the Company exchanged all of the privately placed $350 Million Senior Notes for notes that are substantially identical except that the new $350 Million Senior Notes are registered under the Securities Act of 1933. The $350 Million Senior Notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.
 
On July 30, 2009, the Company purchased $250.0 million in aggregate principal amount of its $350 Million Senior Notes pursuant to a tender offer simultaneous with the issuance of the $265 Million Senior Notes. The total consideration paid to purchase the notes was $252.5 million. The Company incurred a loss of $3.7 million in the third quarter of 2009 related to the early redemption of debt due to the tender offer premium and the unamortized original issue discount. This loss, which is included in loss on early redemption/interest expense, net of amounts capitalizedcapitalized/loss on early redemption of debt in the consolidated statements of operations, was partly offset by a gain of $2.7 million on the early extinguishment of mortgages and land contracts due to land sellers and other loans.
 
On January 28, 2004, the Company issued the $250$250.0 million of 53/4% senior notes due 2014 (the “$250 Million Senior NotesNotes”) at 99.474% of the principal amount of the notes in a private placement. The $250 Million Senior Notes, which are


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due February 1, 2014, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $250 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to 100% of their principal amount, plus a premium, plus accrued and unpaid interest to the applicable redemption date. On June 16, 2004, the Company exchanged all of the privately placed $250 Million Senior Notes for notes that are substantially identical except that the new $250 Million Senior Notes are registered under the Securities Act of 1933. The $250 Million Senior Notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.
 
On December 15, 2004, pursuant to the 2004 Shelf Registration, the Company issued $300.0 million of 57/8% senior notes due 2015 (the “$300 Million 57/8% Senior Notes”) at 99.357% of the principal amount of the notes. The $300 Million 57/8% Senior Notes, which are due January 15, 2015, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $300 Million 57/8% Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.
 
On June 2, 2005, pursuant to the 2004 Shelf Registration, the Company issued $450.0 million of 61/4% senior notes due 2015 (the “$450 Million Senior Notes”) at 100.614% of the principal amount of the notes plus accrued interest from June 2, 2005. The $450 Million Senior Notes, which are due June 15, 2015, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $450 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of


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the present values of the remaining scheduled payments discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.
 
On July 30, 2009, pursuant to the 2008 Shelf Registration, the Company issued the $265 Million Senior Notes at 98.014% of the principal amount of the notes. The $265 Million Senior Notes, which are due on September 15, 2017, with interest payable semiannually, represent senior unsecured obligations of the Company, and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $265 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. If a change in control occurs as defined in the indenture, the Company would be required to purchase these notes at 101% of their principal amount, together with all accrued and unpaid interest, if any. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis. The Company used substantially all of the net proceeds from the issuance of the $265 Million Senior Notes to purchase, pursuant to a simultaneous tender offer, $250.0 million in aggregate principal amount of the $350 Million Senior Notes.
 
On April 3, 2006, pursuant to the 2004 Shelf Registration, the Company issued $300.0 million of 71/4% senior notes due 2018 (the “$300 Million 71/4% Senior Notes”) at 99.486% of the principal amount of the notes. The $300 Million 71/4% Senior Notes, which are due June 15, 2018 with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness and are guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.indebtedness. The $300 Million 71/4% Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.
 
The indenture governing the Company’sPrincipal payments on senior notes, does not contain any financial maintenance covenants. Subject to specified exceptions, the senior notes indenture contains certain restrictive covenants that, among other things, limit the Company’s ability to incur secured indebtedness; engage in sale-leaseback transactions involving property or assets above a certain specified value; or engage in mergers, consolidations, or sales of assets.
As of November 30, 2009, the Company was in compliance with the applicable terms of all of its covenants under the Credit Facility, senior notes indenture, and mortgages and land contracts due to land sellers and other loans. Based on the applicable terms of the Credit Facility and the senior notes indenture, $422.6 million of retained earnings would have been available for the payment of dividends at November 30, 2009.
Principal payments on notes, mortgages, land contracts and other loans are due as follows: 2010 — $18.5 million; 2011 — $102.5$204.3 million; 2012 — $142.8$13.7 million; 2013 — $0; 2014 — $249.4$249.5 million; 2015 — $748.8 million; and thereafter — $1.31 billion.$559.2 million.


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Assets (primarily inventories) having a carrying value of approximately $189.9$161.9 million as of November 30, 20092010 are pledged to collateralize mortgages and land contracts due to land sellers and other secured loans.
 
Note 14.  Commitments and Contingencies
 
Commitments and contingencies include the usual obligations of homebuilders for the completion of contracts and those incurred in the ordinary course of business.
 
Warranty.The Company provides a limited warranty on all of its homes. The specific terms and conditions of warranties vary depending upon the market in which the Company does business. The Company generally provides a structural warranty of 10 years, a warranty on electrical, heating, cooling, plumbing and other building systems each varying from two to five years based on geographic market and state law, and a warranty of one year for other components of the home. The Company estimates the costs that may be incurred under each limited warranty and records a liability in the amount of such costs at the time the revenue associated with the sale of each home is recognized. Factors that affect the Company’s warranty liability include the number of homes delivered, historical and anticipated rates of warranty claims, and cost per claim. The Company’s primary assumption in estimating the amounts it accrues for warranty costs is that historical claims experience is a strong indicator of future claims experience. The Company periodically assesses the adequacy of its


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recorded warranty liabilities, which are included in accrued expenses and other liabilities in the consolidated balance sheets, and adjusts the amounts as necessary based on its assessment.
 
The changes in the Company’s warranty liability are as follows (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Balance at beginning of year $145,369  $151,525  $141,060  $135,749  $145,369  $151,525 
Warranties issued  15,130   25,324   60,620   5,173   6,846   17,169 
Payments and adjustments  (24,750)  (31,480)  (50,155)
Payments  (44,973)  (24,690)  (29,682)
Adjustments  (1,961)  8,224   6,357 
              
Balance at end of year $135,749  $145,369  $151,525  $93,988  $135,749  $145,369 
              
 
Warranties issued for the year endedThe Company’s warranty liability at November 30, 2009 include a charge of $5.72010 included $11.3 million associated with the repair of approximately 230296 homes primarily delivered in 2006 and 2007 and located in Florida and Louisiana that werehave been identified as containing or suspected of containing allegedly defective drywall manufactured in China. These homes, which have repairs remaining to be completedand/or repair costs remaining to be paid, were primarily delivered in 2006 and 2007 and are located in Florida. The drywall was installed by certain of the Company’s subcontractors. After recording the charge, the Company believes that its overall warranty liability of $135.7 million at November 30, 20092010 is sufficient with respect to cover the estimated costs associated with its general limited warranty obligations as well asand the $14.4 million of estimated costs remaining to repair the identified homes.homes affected by the allegedly defective drywall. The Company is continuing to review whether there are any additional homes delivered in Florida Louisiana or other locations that contain or may contain this drywall material. Based on the results of its review, the Company has not identified any homes outside of Florida and Louisiana that contain this drywall material. Depending on the outcome of its review and its actual claims experience, the Company may furtherincur additional warranty-related costs and increase its warranty liability in the future. Because the actual costs paid to repair the identified homes have been minimal, thefuture periods. The amount accrued to repair these homes is based largely on the Company’s estimates of future costs. If the actual costs to repair these homes differ from the estimated costs, the Company may revise its warranty estimate for this issue. The Company’s warranty liability at November 30, 2009 included $14.4 million of estimated remaining costs associated with approximately 230 homes that were identified as containing or suspected of containing allegedly defective drywall manufactured in China. In addition, for the year ended November 30, 2009, the Company incurred a charge of $5.7 million associated with the repair of allegedly defective drywall. During the years ended November 30, 2010 and 2009, the Company made payments totaling $25.5 million and $1.3 million, respectively, for the repair of homes that had been identified as containing or suspected of containing allegedly defective drywall manufactured in China.
 
The Company has been named as a defendant in one lawsuitnine lawsuits relating to this drywall material, and it may in the future be subject to other similar litigation or claims that could cause the Company to incur significant costs. Given the preliminary naturestages of the proceedings, the Company has not concluded whether the outcome of any of these lawsuits, if unfavorable, is likely to be material to its consolidated financial position or results of operations.
 
The Company willintends to seek and is undertaking efforts, including legal proceedings, to obtain reimbursement from various sources for the costs it has incurred or expects to incur to investigate and complete repairs and to defend itself in litigation associated with this drywall material. At this early stage of its efforts to investigate and complete repairs and to respond to litigation, however, the Company has not recorded any amounts for potential recoveries as of November 30, 2009.2010.


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Guarantees.In the normal course of its business, the Company issues certain representations, warranties and guarantees related to its home sales and land sales that may be affected by Accounting Standards Codification Topic No. 460, “Guarantees.” Based on historical evidence, the Company does not believe any of these representations, warranties or guarantees would result in a material effect on its consolidated financial position or results of operations.
 
Insurance.The Company has, and requires the majority of its subcontractors to have,maintain, general liability insurance (including construction defect and bodily injury and construction defect coverage), auto, and workers’ compensation insurance. These insurance policies protect the Company against a portion of its risk of loss from claims related to its homebuilding activities, subject to certain self-insured retentions, deductibles and other coverage limits. In Arizona, California, Colorado and Nevada, the Company’s general liability insurance takes the form of a wrap-up policy, where eligible subcontractors are enrolled as insureds on each project. The Company self-insures a portion of its overall risk through the use of a captive insurance subsidiary. The Company records expenses and liabilities based on the estimated costs required to cover its self-insured retention and deductible amounts under its insurance policies, and on the estimated costs of potential claims and claim adjustment expenses above its coverage limits or that are not covered by its policies. These estimated costs are based on an analysis of the Company’s historical claims and include an estimate of construction defect claims incurred but not yet reported. The Company’s estimated liabilities for such items were $95.7 million at November 30, 2010 and $107.0 million at November 30, 2009 and $101.5 million at November 30, 2008.2009. These amounts are included in accrued expenses and other liabilities in the Company’s consolidated balance sheets. The Company’s expenses associated with self-insurance totaled $7.4 million in 2010, $9.8 million in 2009 and $10.1 million in 2008.
 
Performance Bonds and Letters of Credit.The Company is often required to obtain performance bonds and letters of credit in support of its obligations to various municipalities and other government agencies in connection with community improvements such as roads, sewers and


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water, and to support similar development activities by certain of its unconsolidated joint ventures. At November 30, 2010, the Company had $414.3 million of performance bonds and $87.5 million of letters of credit outstanding. At November 30, 2009, the Company had $539.7 million of performance bonds and $175.0 million of letters of credit outstanding. At November 30, 2008, the Company had $761.1 million of performance bonds and $211.8 million of letters of credit outstanding. In the eventIf any such performance bonds or letters of credit wereare called, the Company would be obligated to reimburse the issuer of the performance bond or letter of credit. At this time, theThe Company does not believe that a material amount of any currently outstanding performance bonds or letters of credit will be called. Performance bonds do not have stated expiration dates. Rather, the Company is released from the performance bonds as the underlying performance is completed. The expiration dates of some letters of credit issued in connection with community improvements and certain unconsolidated joint ventures coincide with the expected completion dates of the related projects or obligations. If the obligations related to a project are ongoing, the relevantMost letters of credit, however, are issued with an initial term of one year and are typically extended on a year-to-year basis.basis until the related performance obligation is completed.
 
Borrowings outstanding, if any, and letters of credit issued under the Credit Facility are guaranteed by the Guarantor Subsidiaries.
Land Option Contracts.In the ordinary course of business, the Company enters into land option contracts, or similar contracts, to procure land for the construction of homes. At November 30, 2009,2010, the Company had total deposits of $18.3$19.0 million, comprised of cash deposits of $9.6$14.8 million and letters of credit of $8.7$4.2 million, to purchase land having an aggregate purchase price of $450.2$360.4 million. The Company’s land option and other similar contracts generally do not contain provisions requiring the Company’s specific performance.
 
Leases.The Company leases certain property and equipment under noncancelable operating leases. Office and equipment leases are typically for terms of three to five years and generally provide renewal options for terms up to an additional five years. In most cases, the Company expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases. The future minimum rental payments under operating leases, which primarily consist of office leases having initial or remaining noncancelable lease terms in excess of one year, are as follows: 2010 — $11.7 million; 2011 — $10.1$9.4 million; 2012 — $7.9$8.4 million; 2013 — $5.6$6.9 million; 2014 — $3.4$4.8 million; 2015 — $2.2 million; and thereafter — $1.5 million.$0. Rental expense on these operating leases was $8.5 million in 2010, $10.3 million in 2009 and $17.3 million in 2008 and $21.7 million in 2007.2008.
 
Note 15.  Legal Matters
 
ERISASouth Edge, LLC Litigation.  On March 16, 2007, plaintiffs Reba Bagley and Scott SilverDecember 9, 2010, certain lenders to South Edge filed an action brought under Section 502 of ERISA, 29 U.S.C. § 1132,Bagley et al., v. KB Home, et al.,a Chapter 11 involuntary bankruptcy petition in the United States Bankruptcy Court, District Courtof Nevada,JPMorgan Chase Bank, N.A. v. South Edge, LLC (CaseNo. 10-32968-bam). KB HOME Nevada Inc., the Company’s wholly-owned subsidiary, is a member of South Edge together with other unrelated homebuilders and a third-party property development firm. KB HOME Nevada Inc. holds a 48.5% interest in South Edge. The involuntary bankruptcy petition alleges that South Edge failed to undertake certain development-related activities and to repay amounts due on the Loans. At November 30, 2010, the outstanding principal balance of the Loans was approximately $328.0 million. The Loans were used by South Edge to partially finance the purchase and development of the underlying property for a residential community located near Las


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Vegas, Nevada. The petitioning lenders for the Central Districtinvoluntary bankruptcy — JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Crédit Agricole Corporate and Investment Bank — also filed motions to appoint a Chapter 11 trustee for South Edge, and have asserted that, among other actions, the trustee can enforce alleged obligations of California. The action was brought against the Company, its directors, certainSouth Edge members to purchase land parcels from South Edge resulting in repayment of its current and former officers,the Loans. On January 6, 2011, South Edge filed a motion for the court to dismiss or to abstain from the involuntary bankruptcy petition, and the boardcourt scheduled a trial that commenced on January 24, 2011 and is planned to continue until no later than February 4, 2011. The exact timing of directors committee that oversees the 401(k) Plan. Aftercourt’s decision on the court allowed leave to file an amended complaint, plaintiffs filed an amended complaint adding Tolan Beck and Rod Hughes as additional plaintiffs and dismissing certain individuals as defendants. All four plaintiffs claim to be former employees of KB Home who participated in the 401(k) Plan. Plaintiffs allege on behalf of themselves and on behalf of all others similarly situated that all defendants breached fiduciary duties owed to plaintiffs and purported class members under ERISA by failing to disclose information to and providing misleading information to participants in the 401(k) Plan about the Company’s alleged prior stock option backdating practices and by failing to remove the Company’s stock as an investment option under the 401(k) Plan. Plaintiffs allege that this breach of fiduciary duties caused plaintiffs to earn less on their 401(k) Plan accounts than they would have earned but for defendants’ alleged breach of duties.motion is uncertain.
 
The partiesCompany, KB HOME Nevada Inc., and the other South Edge members and their respective parent companies each provided certain guaranties to the litigation have reached a settlementlenders in principle, andconnection with the court was informed of this development on December 1, 2009. A scheduled hearing onLoans, including the Springing Repayment Guaranty. If the Company’s motionSpringing Repayment Guaranty were enforced, its maximum potential responsibility at November 30, 2010 would have been approximately $180.0 million in aggregate principal amount, plus a potentially significant amount for summary judgment was taken off calendar,accrued and unpaid interest and attorneys’ fees in respect of the Loans. This potential Springing Repayment Guaranty obligation, however, does not account for any offsets or defenses that could be available to the Company to prevent or minimize the impact of its enforcement, or any reduction in the principal balance of the Loans arising from purchases of land parcels from South Edge under authority potentially given to a Chapter 11 trustee (as described above) or otherwise.
The petitioning lenders previously filed the Lender Litigation. The Lender Litigation, which, among other things, is seeking to enforce completion guaranties and also to force the South Edge members (including KB HOME Nevada Inc.) to purchase land parcels from and to provide certain financial and other support to South Edge, has been stayed pending the outcome of the involuntary bankruptcy petition. If the involuntary bankruptcy petition is dismissed, the Company expects the final settlementLender Litigation to be submittedresume.
A separate arbitration proceeding was also commenced in May 2009 to address one South Edge member’s claims for specific performance by the other members and their respective parent companies to purchase land parcels from and to make certain capital contributions to South Edge and, in the alternative, damages. On July 6, 2010, the arbitration panel issued a decision denying the specific performance claims and awarding to the courtclaimant total damages of approximately $37.0 million against all of the defendants. The parties involved have appealed the arbitration panel’s decision to the United States Courts of Appeal for approval during the monthNinth Circuit,Focus South Group, LLC, et al. v. KB HOME Nevada Inc, et al., (CaseNo. 10-17562), and the case is pending. If the appeal on the damages awarded by the arbitration panel is denied, KB HOME Nevada Inc. will be responsible for a share of February 2010.those damages.
While there are defenses to the above legal proceedings, the ultimate resolution of these matters and the timing of such resolutions are uncertain and involve multiple factors. Therefore, a meaningful range of potential outcomes cannot be reasonably estimated at this time. If unfavorable outcomes were to occur, however, there is a possibility that the Company could incur significant losses in excess of amounts accrued for these matters that could have a material adverse effect on its consolidated financial position and results of operations.
 
Other Matters.  On October 2, 2009, the staff of the SEC notified the Company that a formal order of investigation had been issued regarding possible accounting and disclosure issues. The staff has stated that its investigation should not be construed as an indication by the SEC that there has been any violation of the federal securities laws. The Company is cooperating with the staff of the SEC in connection with the investigation. The Company cannot predict the outcome of, or the timeframe for, the conclusion of this matter.
In addition to those described in this report, the Company isalso involved in litigation and government proceedings incidental to its business. These proceedings are in various procedural stages and, based on reports of counsel, the Company believes as of the date of this report that provisions or accruals made for any potential losses (to the extent estimable) are adequate and that any liabilities or costs arising out of these proceedings are not likely to have a materially adverse effect on its consolidated financial position or results of operations. The outcome of any of these proceedings,


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however, is inherently uncertain, and if unfavorable outcomes were to occur, there is a possibility that they would,could, individually or in the aggregate, have a materially adverse effect on the Company’s consolidated financial position or results of operations.


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Note 16.  Income Taxes
 
The components of income tax benefit (expense) in the consolidated statements of operations are as follows (in thousands):
 
                        
 Federal State Total  Federal State Total 
2010            
Current $6,500  $500  $7,000 
Deferred         
       
Income tax benefit $6,500  $500  $7,000 
       
2009                        
Current $207,900  $  1,500  $209,400  $  207,900  $    1,500  $  209,400 
Deferred                  
              
Income tax benefit $207,900  $1,500  $209,400  $207,900  $1,500  $209,400 
              
2008                        
Current $(18,704) $10,504  $(8,200) $(18,704) $10,504  $(8,200)
Deferred                  
              
Income tax benefit (expense) $(18,704) $10,504  $(8,200) $(18,704) $10,504  $(8,200)
              
2007            
Current $236,961  $27,195  $264,156 
Deferred  (156,772)  (61,384)  (218,156)
       
Income tax benefit (expense) $80,189  $(34,189) $46,000 
       
 
Deferred income taxes result from temporary differences in the financial and tax basis of assets and liabilities. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands):
 
                
 November 30,  November 30, 
 2009 2008  2010 2009 
Deferred tax liabilities:                
Capitalized expenses $ 117,684  $137,975  $106,800  $ 117,684 
State taxes  52,223   36,699   56,915   52,223 
Other  142   398   177   142 
          
Total $170,049  $175,072  $163,892  $170,049 
          
Deferred tax assets:                
Inventory impairments and land option contract abandonments $378,834  $483,199  $275,640  $378,834 
2009 and 2008 net operating loss  84,424   52,841 
2010, 2009 and 2008 NOLs  277,089   84,424 
Warranty, legal and other accruals  147,924   191,209   103,359   147,924 
Employee benefits  60,822   90,521   51,335   60,822 
Partnerships and joint ventures  58,611   107,838   49,339   58,611 
Depreciation and amortization  38,888   49,909   22,830   38,888 
Capitalized expenses  6,573   9,039   5,927   6,573 
Tax credits  140,133   59,676   145,643   140,133 
Deferred income  1,219   2,741   1,219   1,219 
Other  3,738   8,029   3,743   3,738 
          
Total  921,166   1,055,002   936,124   921,166 
Valuation allowance  (749,965)  (878,778)  (771,080)  (749,965)
          
Total  171,201   176,224   165,044   171,201 
          
Net deferred tax assets $1,152  $1,152  $1,152  $1,152 
          


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Income tax benefit computed at the statutory U.S. federal income tax rate and income tax benefit (expense) provided in the consolidated statements of operations differ as follows (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Income tax benefit computed at statutory rate $  108,914  $  338,776  $  511,270  $26,729  $  108,914  $  338,776 
Increase (decrease) resulting from:                        
State taxes, net of federal income tax benefit  11,079   25,142   46,116   4,010   11,079   25,142 
Non-deductible stock-based and other compensation and related expenses        (3,574)
Reserve and deferred income  1,204   (11,075)  4,825 
Basis in joint ventures  13,729   (3,336)  (4,992)
NOLs reconciliation  (24,749)  (36,941)   
Recognition of federal tax benefits  1,621   16,411   4,757 
Tax credits  203   (3,984)  (3,594)  5,384   203   (3,984)
Valuation allowance for deferred tax assets (a)  91,918   (358,159)  (514,234)
Valuation allowance for deferred tax assets  (21,115)  128,813   (355,839)
Other, net  (2,714)  (9,975)  10,016   187   (4,668)  (16,885)
              
Income tax benefit (expense) $209,400  $(8,200) $46,000  $7,000  $209,400  $(8,200)
              
(a)The amounts in the table include only those items that impacted the income tax benefit (expense) in the consolidated statements of operations for each year. In 2009, the $128.8 million total net decrease in the valuation allowance for deferred tax assets reflected $91.9 million recorded as an income tax benefit in the consolidated statement of operations and $38.8 million of other reductions, primarily from forfeitures of certain equity-based awards. These amounts were partially offset by a $1.9 million increase in the valuation allowance recorded as a charge to accumulated other comprehensive loss.
 
The Company recognized an income tax benefit of $7.0 million in 2010, compared to an income tax benefit of $209.4 million in 2009 anand income tax expense of $8.2 million in 2008, and an2008. The income tax benefit in 2010 reflected the recognition of a $5.4 million federal income tax benefit from continuing operationsan additional carryback of $46.0 million in 2007. These amounts represent effective tax rates of approximately 67.3% for 2009, .8% for 2008 and 3.0% for 2007. The difference in the Company’s effective2009 NOLs to offset earnings the Company generated in 2004 and 2005, and the reversal of a $1.6 million liability for unrecognized tax rate forbenefits due to the status of federal and state tax audits. The income tax benefit in 2009 compared to 2008 resulted primarily from the recognition of a $190.7 million federal income tax benefit based on the carryback and offset of its 2009 NOL against the Company’s 2009 NOLs to offset earnings forthe Company generated in 2004 and 2005, and 2004, and the reversal of a $16.3 million liability for unrecognized federal and state tax benefits due to the status of federal and state tax audits. The change in the Company’s effectiveincome tax rateexpense in 2008 from 2007 was primarilymainly due to the disallowance of tax benefits related to the Company’s 2008 loss as a result of a full valuation allowance. Due to the effects of its deferred tax asset valuation allowance, carrybacks of its NOLs, and changes in its unrecognized tax benefits, the Company’s effective tax rates in 2010, 2009 and 2008 are not meaningful items as the Company’s income tax amounts are not directly correlated to the amount of its pretax losses for those periods.
 
On November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009 was enacted into law and amended Section 172 of the Internal Revenue Code to extend the permitted carryback period for offsetting certain NOLs against earnings from two years to up to five years. Due to this recently enacted federal tax legislation, the Company was able to carry back and offset its 2009 NOL againstNOLs to offset earnings it generated in 20052004 and 2004.2005. As a result, the Company filed an application for a federal tax refund of $190.7 million and reflected this amount as a receivable in its consolidated balance sheet as of November 30, 2009. The Company expects to receivereceived the cash proceeds from the refund in the first quarter of 2010. In September of 2010, the Company filed an amended application for a federal tax refund to carry back an additional amount of its 2009 NOLs to offset earnings the Company generated in 2004 and 2005. The amended application generated a refund in the amount of $5.4 million, and the Company received cash proceeds of this refund in the fourth quarter of 2010.
 
In accordance with ASC 740, the Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. ASC 740 requires that companies assess whether valuation allowances should be established based on the consideration of all available evidence using a “more likely than not” standard. During 2010, the Company recorded a net increase of $21.1 million to the valuation allowance against net deferred tax assets. The net increase was comprised of a $26.6 million valuation allowance recorded against the net deferred tax assets generated from the loss for the year, partially offset by the $5.4 million federal income tax benefit from the additional carryback of the Company’s 2009 NOLs to offset earnings it generated in 2004 and 2005.


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During the first nine months of 2009, the Company recognized a net increase of $67.5 million in the valuation allowance. This increase reflected the net impact of an $89.9 million valuation allowance recorded during the first nine months of 2009, partly offset by a reduction of deferred tax assets due to the forfeiture of certain equity-based awards. In the fourth quarter of 2009, the Company recognized a decrease in the valuation allowance of $196.3 million primarily due to the benefit derived from the carryback and offset of its 2009 NOL againstNOLs to offset earnings it generated in 20052004 and 2004.2005. As a result, the net decrease in the valuation allowance for the year ended November 30, 2009 totaled $128.8 million. The decrease in the valuation allowance was reflected as a noncash income tax benefit of $130.7 million and a noncash charge of $1.9 million to accumulated other comprehensive loss. During 2008, the Company recorded a valuation allowance of $355.9 million against its net deferred tax assets. The valuation allowance was reflected as a noncash charge of $358.2 million to income tax expense and a noncash benefit of $2.3 million to accumulated other comprehensive loss (as a result of an adjustment made in accordance with ASC 715). For 2007, the Company recorded a valuation allowance totaling approximately $522.9 million against its net deferred tax assets. The valuation allowance was reflected as a noncash charge of $514.2 million to income tax expense and $8.7 million to


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accumulated other comprehensive loss. The majority of the tax benefits associated with the Company’s net deferred tax assets can be carried forward for 20 years and applied to offset future taxable income. The federal NOL carryforward if not utilized will expire in 2030, and the various state NOLs will expire within the next three to 20 years. In addition, the Company’s tax credits, if not utilized will expire within six to 20 years.
 
The Company’s net deferred tax assets totaled $1.1 million at both November 30, 20092010 and 2008.2009. The deferred tax asset valuation allowance increased to $771.1 million at November 30, 2010 from $750.0 million at November 30, 2009. The Company’s deferred tax assets for which it did not establish a valuation allowance relate to amounts that can be realized through future reversals of existing taxable temporary differences or through carrybacks to the 20072006 and 20062007 years. To the extent the Company generates sufficient taxable income in the future to fully utilize the tax benefits of the related deferred tax assets, the Company expects its effective tax rate to decrease as the valuation allowance is reversed.
Gross unrecognized tax benefits are the differences between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes. A reconciliation of the beginning and ending balances of the gross unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):
             
  Years Ended November 30, 
  2010  2009  2008 
 
Balance at beginning of year $     11,024  $     18,332  $     27,617 
Additions for tax positions related to prior years  1,720   4,230   199 
Reductions for tax positions related to prior years  (1,183)  (270)   
Reductions due to lapse of statute of limitations     (1,277)   
Reductions due to resolution of federal and state audits  (253)  (9,991)  (9,484)
             
Balance at end of year $11,308  $11,024  $18,332 
             
 
In July 2006, the FASB issued guidance which prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company adopted this guidance effective December 1, 2007. As of the date of adoption, the Company’s net liability for unrecognized tax benefits was $18.3 million, which represented $27.6 million of gross unrecognized tax benefits less $9.3 million of indirect tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in its consolidated financial statements as a component of the provision for income taxes. As of November 30, 2010, 2009 and 2008, the Company’s liability for grossthere were $.9 million, $1.3 million and $7.0 million, respectively, of unrecognized tax benefits was $18.3 million, of which $7.0 million,that if recognized willwould affect the Company’s annual effective tax rate. The Company had $16.5 million and $16.9 million inCompany’s total accrued interest and penalties at December 1, 2007 and November 30, 2008, respectively. As of November 30, 2009, the Company’s liability for grossrelated to unrecognized income tax benefits was $11.0$3.5 million of which $1.3 million, if recognized, will affect the Company’s effective tax rate. The Company hadat November 30, 2010 and $4.9 million in accrued interest and penalties at November 30, 2009. The Company’s liabilities for unrecognized tax benefits at November 30, 20092010 and 20082009 are included in accrued expenses and other liabilities onin its consolidated balance sheets.
A reconciliation of the beginning and ending balances of the gross unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):
         
  Years Ended November 30, 
  2009  2008 
 
Balance at beginning of year $     18,332  $     27,617 
Additions for tax positions related to prior years  4,230   199 
Reductions for tax positions of prior years  (270)   
Reductions due to lapse of statute of limitations  (1,277)   
Reductions due to resolution of federal and state audits  (9,991)  (9,484)
         
Balance at end of year $11,024  $18,332 
         
 
Included in the balance of gross unrecognized tax benefits at November 30, 20092010 and 20082009 are tax positions of $6.5$7.9 million and $6.3$6.5 million, respectively, for which the ultimate deductibility is highly certain but there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to a tax authority to an earlier period.
 
During 2009, the Company reached a resolution with the Internal Revenue Service regarding an audit of fiscal years 2003 through 2005. The resolution was the primary reason for the reduction in the Company’s unrecognized tax benefits. The Company anticipates that total gross unrecognized tax benefits will decrease by an amount ranging from $3.0$2.0 million to $4.0$3.0 million during the twelve12 months from this reporting date due to various state filings associated with the resolution of the federal audit.


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The fiscal years ending after 2005 remain open to federal examination and fiscal years after 2004 remain open to examination by various state taxing jurisdictions.
 
The benefits of the Company’s net operating losses,NOLs, built-in losses and tax credits would be reduced or potentially eliminated if the Company experienced an “ownership change” under Section 382. Based on the Company’s analysis performed as of November 30, 2009,2010, the Company does not believe it has experienced an ownership change as defined by Section 382, and, therefore, the net operating losses,NOLs, built-in losses and tax credits the Company has generated should not be subject to a Section 382 limitation as of this reporting date.


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Note 17.  Stockholders’ Equity
 
Preferred Stock.  On January 22, 2009, the Company adopted a Rights Agreement between the Company and Mellon Investor Services LLC, as rights agent, dated as of that date (the “2009 Rights Agreement”), and declared a dividend distribution of one preferred share purchase right for each outstanding share of common stock that was payable to stockholders of record as of the close of business on March 5, 2009. Subject to the terms, provisions and conditions of the 2009 Rights Agreement, if these rights become exercisable, each right would initially represent the right to purchase from the Company 1/100th of a share of its Series A Participating Cumulative Preferred Stock for a purchase price of $85.00 (the “Purchase Price”). If issued, each fractional share of preferred stock would generally give a stockholder approximately the same dividend, voting and liquidation rights as does one share of the Company’s common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder, including without limitation any dividend, voting or liquidation rights. The rights will not be exercisable until the earlier of (i) 10 calendar days after a public announcement by the Company that a person or group has become an Acquiring Person (as defined under the 2009 Rights Agreement) and (ii) 10 business days after the commencement of a tender or exchange offer by a person or group if upon consummation of the offer the person or group would beneficially own 4.9% or more of the Company’s outstanding common stock.
 
Until these rights become exercisable (the “Distribution Date”), common stock certificates will evidence the rights and may contain a notation to that effect. Any transfer of shares of the Company’s common stock prior to the Distribution Date will constitute a transfer of the associated rights. After the Distribution Date, the rights may be transferred other than in connection with the transfer of the underlying shares of the Company’s common stock. If there is an Acquiring Person on the Distribution Date or a person or group becomes an Acquiring Person after the Distribution Date, each holder of a right, other than rights that are or were beneficially owned by an Acquiring Person, which will be void, will thereafter have the right to receive upon exercise of a right and payment of the Purchase Price, that number of shares of the Company’s common stock having a market value of two times the Purchase Price. After the later of the Distribution Date and the time the Company publicly announces that an Acquiring Person has become such, the Company’s board of directors may exchange the rights, other than rights that are or were beneficially owned by an Acquiring Person, which will be void, in whole or in part, at an exchange ratio of one share of common stock per right, subject to adjustment.
 
At any time prior to the later of the Distribution Date and the time the Company publicly announces that an Acquiring Person becomes such, the Company’s board of directors may redeem all of the then-outstanding rights in whole, but not in part, at a price of $0.001 per right, subject to adjustment (the “Redemption Price”). The redemption will be effective immediately upon the board of directors’ action, unless the action provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events, in which case the redemption will be effective in accordance with the provisions of the action. Immediately upon the effectiveness of the redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the Redemption Price, with interest thereon. The rights issued pursuant to the 2009 Rights Agreement will expire on the earliest of (a) the close of business on March 5, 2019, (b) the time at which the rights are redeemed, (c) the time at which the rights are exchanged, (d) the time at which the Company’s board of directors determines that a related provision in the Company’s Restated Certificate of Incorporation is no longer necessary, and (e) the close of business on the first day of a taxable year of the Company to which the Company’s board of directors determines that no tax benefits may be carried forward. At the Company’s annual meeting of stockholders on April 2, 2009, the Company’s stockholders approved the 2009 Rights Agreement.
 
Common Stock.  As of November 30, 2009,2010, the Company was authorized to repurchase four million shares of its common stock under a board-approved stock repurchase program. The Company did not repurchase any of its common stock under this program in 2010, 2009 2008 or 2007.2008. The Company acquired $.6 million inhas not repurchased common shares pursuant to a common stock repurchase


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plan for the past several years and any resumption of such stock repurchases will be at the discretion of the Company’s board of directors.
During 2010 and 2009, $1.0 million in 2008 and $6.9 million in 2007,the Company’s board of directors declared four quarterly dividends of $.0625 per share of common stock whichthat were previously issued shares delivered to the Company by employees to satisfy withholding taxes on the vesting of restricted stock awards. These transactions are not considered repurchases under the share repurchase program.
also paid during those years. In November 2008, the Company’s board of directors reduced the quarterly cash dividend on the Company’s common stock to $.0625 per share from $.25 per share. Consequently, during 2008, the Company’s board of directors declared three quarterly dividends of $.25 per share of common stock and one quarterly dividend of $.0625 per share of common stock, all of which were paid that year.


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Treasury Stock.  The Company acquired $.4 million of common stock in 2010, $.6 million in 2009 and $1.0 million in 2008, which were previously issued shares delivered to the Company by employees to satisfy withholding taxes on the vesting of restricted stock awards or forfeitures of previous restricted stock awards. Differences between the cost of treasury stock and the reissuance are recorded to paid-in capital. These transactions are not considered repurchases under the share repurchase program.
Note 18.  Employee Benefit and Stock Plans
 
Most employees are eligible to participate in the KB Home 401(k) Savings Plan (the “401(k) Plan”) under which contributions by employees are partially matched by the Company. The aggregate cost of the 401(k) Plan to the Company was $3.2 million in 2010, $3.2 million in 2009 and $4.1 million in 2008 and $6.2 million in 2007.2008. The assets of the 401(k) Plan are held by a third-party trustee. The 401(k) plan participants may direct the investment of their funds among one or more of the several fund options offered by the 401(k) Plan. A fund consisting of the Company’s common stock is one of the investment choices available to participants. As of November 30, 2010, 2009 and 2008, and 2007, approximately 6%5%, 5%6% and 5%, respectively, of the 401(k) Plan’s net assets were invested in the fund consisting of the Company’s common stock.
 
TheAt the Company’s Annual Meeting of Stockholders held on April 1, 2010, the Company’s stockholders approved the KB Home 2010 Equity Incentive Plan (the “2010 Plan”), authorizing, among other things, the issuance of up to 3,500,000 shares of the Company’s common stock for grants of stock-based awards to employees, non-employee directors and consultants of the Company. This pool of shares includes all of the shares that were available for grant as of April 1, 2010 under the Company’s 2001 Stock Incentive Plan, and no new awards may be made under the 2001 Stock Incentive Plan. Accordingly, as of April 1, 2010, the 2010 Plan became the Company’s only active equity compensation plan. Under the 2010 Plan, grants of stock options and other similar awards reduce the 2010 Plan’s share capacity on a1-for-1 basis, and grants of restricted stock and other similar “full value” awards reduce the 2010 Plan’s share capacity on a1.78-for-1 basis. In addition, subject to the 2010 Plan’s terms and conditions, a stock-based award may also be granted under the 2010 Plan to replace an outstanding award granted under another Company plan (subject to the terms of such other plan) with terms substantially identical to those of the award being replaced.
The Company’s 2010 Plan provides that stock options, performance stock, restricted stock and stock units may be awarded to any employee of the Company for periods of up to 1510 years. The 2001 Stock Incentive2010 Plan also enables the Company to grant cash bonuses, SARs and other stock-based awards. In addition to awards outstanding under the 2001 Stock Incentive2010 Plan, the Company has awards outstanding under its 1998 StockAmended and Restated 1999 Incentive Plan (the “1999 Plan”), which provides for generally the same types of awards as the 2010 Plan. The Company also has awards outstanding under its 1988 Employee Stock Plan and its Performance-Based Incentive Plan for Senior Management, each of which provides for generally the same types of awards as the 2001 Stock Incentive Plan, and its Amended and Restated 1999 Incentive Plan (the “1999 Plan”) which provides for generally the same types of awards as the 2001 Stock Incentive2010 Plan, but with periodsstock option awards granted under these plans have terms of up to 1015 years. As of November 30, 2009, the 2001 Stock Incentive Plan is the Company’s primary employee stock plan.


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Stock Options.  Stock option transactions are summarized as follows:
 
                        
                         Years Ended November 30, 
 Years Ended November 30,  2010 2009 2008 
 2009 2008 2007    Weighted
   Weighted
   Weighted
 
   Weighted
   Weighted
   Weighted
    Average
   Average
   Average
 
   Average
   Average
   Average
    Exercise
   Exercise
   Exercise
 
   Exercise
   Exercise
   Exercise
  Options Price Options Price Options Price 
 Options Price Options Price Options Price 
                        
Options outstanding at beginning of year  7,847,402  $30.11   8,173,464  $30.17   8,354,276  $28.71   5,711,701  $27.39   7,847,402  $30.11   8,173,464  $30.17 
Granted  1,403,141   15.44         787,600   34.78   3,572,237   18.71   1,403,141   15.44       
Exercised        (144,020)  18.31   (327,681)  24.27   (28,281)  13.00         (144,020)  18.31 
Cancelled  (3,538,842)  28.69   (182,042)  42.33   (640,731)  37.04   (457,044)  22.05   (3,538,842)  28.69   (182,042)  42.33 
                          
Options outstanding at end of year  5,711,701  $27.39   7,847,402  $30.11   8,173,464  $30.17   8,798,613  $24.19   5,711,701  $27.39   7,847,402  $30.11 
                          
Options exercisable at end of year  4,046,027  $31.05   7,321,170  $29.77   7,238,598  $28.98   6,146,605  $28.73   4,046,027  $31.05   7,321,170  $29.77 
                          
Options available for grant at end of year  1,714,650       593,897       501,892       21,703       1,714,650       593,897     
              
 
The total intrinsic value of stock options exercised during the years ended November 30, 2010 and 2008 was $.1 million and $1.0 million, respectively. There were no stock options exercised during the year ended November 30, 2009. The total intrinsic value of stock options exercised during the years ended November 30, 2008 and 2007 was $1.0 million and $5.5 million, respectively. The aggregate intrinsic value of stock options outstanding was $.1$.3 million, $.1 million and $9.9$.1 million at November 30, 2010, 2009 2008 and 2007,2008, respectively. The aggregate intrinsic value of stock options exercisable was less than $.1 million at November 30, 2009, 20082010, and 2007 was $.1 million $.1 millionat both November 30, 2009 and $9.9 million, respectively.2008. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the price of the option. In 2009, in connection with the settlement of certain stockholder derivative litigation, the Company’s former chairman and chief executive officer relinquished 3,011,452 stock options to the Company and those stock options were cancelled. In 2007, 371,399 options were cancelled as a result
On August 13, 2010, the Company consummated an exchange offer (the “August 2010 Exchange Offer”) pursuant to which eligible employees of the irrevocable election of eachCompany had the opportunity to exchange their outstanding cash-settled SARs granted on October 2, 2008 and January 22, 2009 for non-qualified options to purchase shares of the Company’s non-employee directors to receive payouts in cash of all outstanding stock-based awardscommon stock granted to them under the 2010 Plan.
On November 9, 2010, the Company consummated a separate exchange offer (the “November 2010 Exchange Offer”) pursuant to which eligible employees of the Company had the opportunity to exchange their outstanding cash-settled SARs granted on July 12, 2007 and October 4, 2007 for non-qualified options to purchase shares of the Company’s common stock granted under the 2010 Plan.
Pursuant to both the August 2010 Exchange Offer and the November 2010 Exchange Offer, each stock option granted in exchange for a SAR had an exercise price equal to the SAR’s exercise price and the same number of underlying shares, vesting schedule and expiration date as each such SAR. The August 2010 Exchange Offer and the November 2010 Exchange Offer did not include a re-pricing or any other changes impacting the value to the employees. The Company conducted the August 2010 Exchange Offer and November 2010 Exchange Offer in an effort to reduce the overall degree of variability in the expense recorded for employee equity-based compensation planby replacing the SARs, which are accounted for such directors.as liability awards, with stock options, which are accounted for as equity awards.
Pursuant to the August 2010 Exchange Offer, 19 eligible employees returned a total of 1,116,030 SARs to the Company, and those SARs were cancelled on August 13, 2010 in exchange for corresponding grants of stock options to 18 of those employees to purchase an aggregate of 1,073,737 shares of the Company’s common stock at $19.90 per share and one grant of stock options to one employee to purchase 42,293 shares of the Company’s common stock at $11.25 per share.
Pursuant to the November 2010 Exchange Offer, nine eligible employees returned a total of 925,705 SARs to the Company, and those SARs were cancelled on November 9, 2010 in exchange for corresponding grants of stock options to those employees to purchase an aggregate of 732,170 shares of the Company’s common stock at $28.10 per share and grants of stock options to seven of those employees to purchase an aggregate of 193,535 shares of the Company’s common stock at $36.19 per share.


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The stock options granted pursuant to the August 2010 Exchange Offer and the November 2010 Exchange Offer are included in the stock options granted total in the above table.
On October 7, 2010, the Company’s president and chief executive officer was granted an award ofperformance-based stock options to purchase an aggregate of 260,000 shares of the Company’s common stock at the purchase price of $11.06 per share. The performance-based stock options shall vest and become exercisable if the Company’s president and chief executive officer does not experience a termination of service prior to the applicable dates described in the 2010 Equity Incentive Plan Stock Option Agreement (the “Agreement”), and if the performance goal, as set forth in the Agreement, has been satisfied. The number of performance-based stock options that ultimately vests depends on the achievement of one of three performance metrics: positive cumulative operating margin; relative operating margin; and relative customer satisfaction. In accordance with ASC 718, the Company used the Black-Scholes option-pricing model to estimate the grant-date fair value per performance-based stock option of $4.59.
Stock options outstanding and stock options exercisable at November 30, 20092010 are as follows:
 
                         
  Options Outstanding  Options Exercisable 
        Weighted
        Weighted
 
     Weighted
  Average
     Weighted
  Average
 
     Average
  Remaining
     Average
  Remaining
 
     Exercise
  Contractual
     Exercise
  Contractual
 
Range of Exercise Price
 Options  Price  Life  Options  Price  Life 
 
$ 8.88 to $13.95  668,539  $13.73   6.79   668,539  $13.73         
$13.96 to $15.44  1,403,141   15.44   9.84           
$15.45 to $32.66  1,192,703   24.14   7.99   1,146,870   23.98     
$32.67 to $36.19  1,495,929   34.86   8.21   1,279,229   34.63     
$36.20 to $69.63  951,389   46.93   9.14   951,389   46.93     
                         
$ 8.88 to $69.63  5,711,701  $27.39   8.55   4,046,027  $31.05   8.18 
                         
                         
  Options Outstanding  Options Exercisable 
        Weighted
        Weighted
 
     Weighted
  Average
     Weighted
  Average
 
     Average
  Remaining
     Average
  Remaining
 
     Exercise
  Contractual
     Exercise
  Contractual
 
Range of Exercise Price Options  Price  Life  Options  Price  Life 
 
$ 8.88 to $12.50  1,501,001  $11.10   9.58   65,260  $11.52         
$12.51 to $15.44  1,828,270   14.94   7.89   966,126   14.55     
$15.45 to $26.29  1,896,619   20.81   7.25   1,542,496   21.02     
$26.30 to $35.26  1,833,299   31.01   7.42   1,833,299   31.01     
$35.27 to $69.63  1,739,424   41.69   7.22   1,739,424   41.69     
                         
$ 8.88 to $69.63  8,798,613  $24.19   7.81   6,146,605  $28.73   7.20 
                         
 
The weighted average fair value of stock options granted in 2010 and 2009 was $2.81 and 2007 was $7.16, and $11.42, respectively. The Company granted no stock options in 2008. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in 20092010 and 2007,2009, respectively: a risk-free interest rate of 1.9%.7% and 4.8%1.9%; an expected volatility factor for the market price of the Company’s common stock of 64.3%61.7% and 41.1%64.3%; aan expected dividend yield of 1.6%2.2% and 2.9%1.6%; and an expected lifeterm of 43 years and 54 years.
The risk-free interest rate assumption is determined based on observed interest rates appropriate for the expected term of the Company’s stock options. The expected volatility factor is based on a combination of the historical volatility of the Company’s common stock and the implied volatility of publicly traded options on the Company’s stock. The expected dividend yield assumption is based on the Company’s history of dividend payouts. The expected term of employee stock options is estimated using historical data.
 
The Company’s stock-based compensation expense related to stock option grants was $5.8 million in 2010, $2.6 million in 2009 and $5.0 million in 2008 and $9.4 million in 2007.2008. As of November 30, 2009,2010, there was $9.5$8.0 million of total unrecognized stock-based compensation expense related to unvested stock option awards. This expense is expected to be recognized over a weighted average period of 1.71.6 years.
 
The Company records proceeds from the exercise of stock options as additions to common stock and paid-in capital. Actual tax shortfalls realized for the tax deduction from stock option exercises of $2.8 million in 2010, $4.1 million in 2009 and $1.1 million in 2008, and actual tax benefits realized for the tax deduction from stock option exercises of $2.1 million in 2007, were recorded as paid-in capital. In 2010, 2009 2008 and 2007,2008, the consolidated statement of cash flows reflects $0,$.6 million, $0 and $.9 million,$0, respectively, of excess tax benefit associated with the exercise of stock options since December 1, 2005, in accordance with the cash flow classification requirements of ASC 718.
 
Other Stock-Based Awards.  From time to time, the Company grants restricted common stock to various employees as a compensation benefit. During the restriction periods, the employees are entitled to vote and receive dividends on such shares. The restrictions imposed with respect to the shares granted lapse over periods of three or eight years if certain conditions are met.


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Restricted stock transactions are summarized as follows:
 
                
         Years Ended November 30, 
 Year Ended November 30, 2009  2010 2009 
   Weighted
    Weighted
   Weighted
 
   Average
    Average
   Average
 
   per Share
    per Share
   per Share
 
   Grant Date
    Grant Date
   Grant Date
 
 Shares Fair Value  Shares Fair Value Shares Fair Value 
Outstanding at beginning of year  700,000  $15.70   445,831  $15.44   700,000  $15.70 
Granted  445,831   15.44   51,023   12.58   445,831   15.44 
Vested                  
Cancelled  (700,000)  15.70   (94,377)  15.36   (700,000)  15.70 
              
Outstanding at end of year  445,831  $15.44   402,477  $15.09   445,831  $15.44 
              
 
In 2009, in connection with the settlement of certain stockholder derivative litigation, the Company’s former chairman and chief executive officer relinquished 700,000 shares of restricted common stock.
 
On July 12, 2007, the Company awarded 54,000 Performance Shares to its Presidentpresident and Chief Executive Officerchief executive officer subject to the terms of the 1999 Plan, the Presidentpresident and Chief Executive Officer’schief executive officer’s Performance Stock Agreement dated July 12, 2007 and his Employment Agreement dated February 28, 2007. Depending on the Company’s total shareholder return over the three-year period ending on November 30, 2009 relative to a group of peer companies, zero to 150% of


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the Performance Shares willwould vest and become unrestricted. In accordance with ASC 718, the Company used a Monte Carlo simulation model to estimate the grant-date fair value of the Performance Shares. The total grant-date fair value of $2.0 million was recognized over the requisite service period. On January 21, 2010, the management development and compensation committee of the Company’s board of directors certified the Company’s relative total shareholder return over the performance period associated with the Performance Shares and determined that the vesting restrictions lapsed with respect to 48,492 Performance Shares effective on that date.
 
DuringIn 2009 2008 and 2007,2008, the Company granted phantom shares to various employees. DuringIn 2008, and 2007, the Company also granted SARs to various employees. Both phantom shares and SARs are accounted for as liabilities in the Company’s consolidated financial statements because such awards provide for settlement in cash. Each phantom share represents the right to receive a cash payment equal to the closing price of the Company’s common stock on the applicable vesting date. Each SAR represents a right to receive a cash payment equal to the positive difference, if any, between the grant price and the market value of a share of the Company’s common stock on the date of exercise. The phantom shares vest in full at the end of three years, while the SARs vest in equal annual installments over three years. As of November 30, 2010, there were 268,762 phantom shares and 37,517 SARs outstanding. There were 926,705 phantom shares and 2,292,537 SARs outstanding as of November 30, 2009 and 1,099,722 phantom shares and 2,345,154 SARs outstanding as of November 30, 2008,2008. The year-over-year decrease in the number of outstanding SARs in 2010 from 2009 reflects the impact of the August 2010 Exchange Offer and 892,926 phantom shares and 1,100,519 SARs outstanding as ofthe November 30, 2007.2010 Exchange Offer.
 
The Company recognized total compensation expense of $1.8 million in 2010, $10.0 million in 2009 and $7.1 million in 2008 and $7.4 million in 2007 related to restricted common stock, the Performance Shares, phantom shares and SARs.
 
Grantor Stock Ownership Trust.  On August 27, 1999, the Company established a grantor stock ownership trust (the “Trust”) into which certain shares repurchased in 2000 and 1999 were transferred. The Trust, administered by a third-party trustee, holds and distributes the shares of common stock acquired to support certain employee compensation and employee benefit obligations of the Company under its existing stock option, the 401(k) Plan and other employee benefit plans. The existence of the Trust has no impact on the amount of benefits or compensation that is paid under these plans.
 
For financial reporting purposes, the Trust is consolidated with the Company. Any dividend transactions between the Company and the Trust are eliminated. Acquired shares held by the Trust remain valued at the market price at the date of purchase and are shown as a reduction to stockholders’ equity in the consolidated balance sheets. The difference between the Trust share value and the market value on the date shares are released from the Trust is included in paid-in capital. Common stock held in the Trust is not considered outstanding in the computations of earnings (loss) per share. The Trust held 11,228,95111,082,723 and 11,901,38211,228,951 shares of common stock at November 30, 20092010 and 2008,2009, respectively. The trustee votes shares


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held by the Trust in accordance with voting directions from eligible employees, as specified in a trust agreement with the trustee.
 
Note 19.  Postretirement Benefits
 
As of November 30, 2009, theThe Company hadhas a supplemental non-qualified, unfunded retirement plan, the KB Home Retirement Plan, effective as of July 11, 2002, pursuant to which the Company pays supplemental pension benefits to certain employees upon retirement. The Company’s supplemental non-qualified, unfunded retirement plan, the KB Home Supplemental Executive Retirement Plan, restated effective as of July 12, 2001, was terminated during 2009. In connection with the plans, the Company has purchased cost recovery life insurance on the lives of certain employees. Insurance contracts associated with each plan are held by a trust, established as part of the plans to implement and carry out the provisions of the plans and to finance the benefits offered under the plans. The trust is the owner and beneficiary of such contracts. The amount of the insurance coverage is designed to provide sufficient revenues to cover all costs of the plans if assumptions made as to employment term, mortality experience, policy earnings and other factors are realized. The cash surrender value of these insurance contracts was $41.4 million at November 30, 2010 and $38.3 million at November 30, 2009 and $43.5 million at November 30, 2008.2009.
 
On November 1, 2001, theThe Company implementedalso has an unfunded death benefit plan, the KB Home Death Benefit Only Plan, implemented on November 1, 2001, for certain key management employees. In connection with the plan, the Company has purchased cost recovery life insurance on the lives of certain employees. Insurance contracts associated with the plan are held by a trust, established as part of the plan to implement and carry out the provisions of the plan and to finance the benefits offered under the plan. The trust is the owner and beneficiary of such contracts. The amount of the coverage is designed to provide sufficient revenues to cover all costs of the plan if assumptions made as to employment term, mortality experience, policy earnings and other factors are realized. The cash surrender value of these insurance contracts was $13.6 million at November 30, 2010 and $12.9 million at November 30, 2009 and $15.0 million at November 30, 2008.2009.


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The net periodic benefit cost of the Company’s postretirement benefit plans for the year ended November 30, 2010 was $5.5 million, which included service costs of $1.2 million, interest costs of $2.2 million, amortization of unrecognized loss of $.3 million, amortization of prior service costs of $1.6 million and other costs of $.2 million. The net periodic benefit cost of these plans for the year ended November 30, 2009 was $5.6 million, which included service costs of $1.1 million, interest costs of $2.4 million, amortization of prior service costs of $1.5 million and a charge of $.8 million due to plan settlements, partly offset by other income of $.2 million. TheFor the year ended November 30, 2008, the net periodic benefit cost of these plans for the year ended November 30, 2008 was $6.5 million, which included service costs of $1.3 million, interest costs of $2.9 million, amortization of prior service costs of $1.6 million and other costs of $.7 million and for the year ended November 30, 2007 was $5.6 million, which included service costs of $1.4 million, interest costs of $2.6 million and amortization of prior service costs of $1.6 million. In 2009, in connection with the settlement of certain stockholder derivative litigation, the Company paid $22.2 million to its former chairman and chief executive officer under the KB Home Retirement Plan and the KB Home Supplemental Executive Retirement Plan. The liabilities related to the postretirement benefit plans were $44.1 million at November 30, 2010 and $38.3 million at November 30, 2009, and $50.1 million at November 30, 2008, and are included in accrued expenses and other liabilities in the consolidated balance sheets. For the years ended November 30, 20092010 and 2008,2009, the discount rates used for the plans were 5.7%5.2% and 6.5%5.7%, respectively.
 
Benefit payments under the Company’s postretirement benefit plans are expected to be paid as follows: 2010 — $.2 million; 2011 — $.2 million; 2012 — $.3 million; 2013 — $1.1$1.0  million; 2014 — $1.4$1.5 million; 2015 — $1.6 million; and for the five years ended November 30, 20192020 — $13.1$14.9 million in the aggregate.


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Effective November 30, 2007, the Company adopted provisions of ASC 715, which require an employer to recognize the funded status of defined postretirement benefit plans as an asset or liability on the balance sheet and requires any unrecognized prior service cost and actuarial gains/losses to be recognized in other comprehensive income (loss). The postretirement benefit liability at November 30, 2007 reflected the Company’s adoption of ASC 715, which increased the liability by $22.9 million with a corresponding charge to accumulated other comprehensive loss in stockholders’ equity in the consolidated balance sheet. The $8.7 million deferred tax asset resulting from the adoption of ASC 715 was offset by a valuation allowance established in accordance with ASC 740. The adoption of ASC 715 did not affect the Company’s consolidated results of operations or cash flows. The Company uses November 30 as the measurement date for its postretirement benefit plans.
Note 20.  Supplemental Disclosure to Consolidated Statements of Cash Flows
 
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2009 2008 2007  2010 2009 2008 
Summary of cash and cash equivalents:            
Summary of cash and cash equivalents at the end of the year:            
Homebuilding $1,174,715  $1,135,399  $1,325,255  $  904,401  $1,174,715  $1,135,399 
Financial services  3,246   6,119   18,487   4,029   3,246   6,119 
              
Total $1,177,961  $1,141,518  $1,343,742  $908,430  $1,177,961  $1,141,518 
              
Supplemental disclosures of cash flow information:            
Supplemental disclosure of cash flow information:            
Interest paid, net of amounts capitalized $55,892  $20,726  $29,572  $71,647  $55,892  $20,726 
Income taxes paid (refunded)  (235,273)  (122,872)  131,329 
Income taxes paid  807   7,145   2,354 
Income taxes refunded  196,868   242,418   125,226 
              
Supplemental disclosure of noncash activities:                        
Increase in inventories in connection with consolidation of joint ventures $97,550  $  $  $72,300  $97,550  $��
Increase in secured debt in connection with consolidation of joint ventures  133,051            133,051    
Increase in accounts payable, accrued expenses and other liabilities in connection with consolidation of joint ventures  38,861       
Stock appreciation rights exchanged for stock options  2,348       
Reclassification from inventory to operating properties  72,548            72,548    
Reclassification from accounts payable to investments in unconsolidated joint ventures  50,626            50,626    
Cost of inventories acquired through seller financing  16,240   90,028   4,139   55,244   16,240   90,028 
Decrease in consolidated inventories not owned  (45,340)  (143,091)  (409,505)  (41,626)  (45,340)  (143,091)
              
 
Note 21.  Discontinued Operations
On July 10, 2007, the Company sold its 49% equity interest in its publicly traded French subsidiary, KBSA. The sale generated total gross proceeds of $807.2 million and a pretax gain of $706.7 million ($438.1 million, net of income taxes), which was recognized in the third quarter of 2007. The sale was made pursuant to the Share Purchase Agreement


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among the Company, the Purchaser and the Selling Subsidiaries. Under the Share Purchase Agreement, the Purchaser agreed to acquire the 49% equity interest (representing 10,921,954 shares held collectively by the Selling Subsidiaries) at a price of 55.00 euros per share. The purchase price consisted of 50.17 euros per share paid by the Purchaser in cash, and a cash dividend of 4.83 euros per share paid by KBSA.
As a result of the sale, the results of the former French operations are included in discontinued operations in the Company’s consolidated statements of operations for all periods presented. In addition, cash flows related to these discontinued operations are presented separately in the consolidated statements of cash flows for all periods presented.
The following amounts related to the French operations were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations (in thousands):
     
  Year Ended
 
  November 30,
 
  2007 
 
Revenues $ 911,841 
Construction and land costs  (680,234)
Selling, general and administrative expenses  (129,407)
     
Operating income  102,200 
Interest income  1,199 
Minority interests  (38,665)
Equity in income of unconsolidated joint ventures  4,118 
     
Income from discontinued operations before income taxes  68,852 
Income tax expense  (21,600)
     
Income from discontinued operations, net of income taxes $47,252 
     
Results of operations for KBSA were translated to U.S. dollars using the average exchange rates during the period. Assets and liabilities were translated using the exchange rates in effect at the balance sheet date. Resulting translation adjustments were recorded in stockholders’ equity as foreign currency translation adjustments. Cumulative translation adjustments of $63.2 million related to the Company’s French operations were recognized in 2007 in connection with the sale of those operations.
Note 22.  Quarterly Results (unaudited)
 
Shown below areThe following tables present consolidated quarterly results for the Company for the years ended November 30, 20092010 and 20082009 (in thousands, except per share amounts):
 
                                
 First Second Third Fourth  First Second Third Fourth 
 
2010                
Revenues $263,978  $374,052  $501,003  $450,963 
Gross profit  35,971   65,671   87,008   84,825 
Pretax income (loss)  (54,504)  (30,609)  (6,697)  15,442 
Net income (loss)  (54,704)  (30,709)  (1,397)  17,442 
         
Basic and diluted earnings (loss) per share $(.71) $(.40) $(.02) $.23 
         
2009                                
Revenues $ 307,361  $ 384,470  $ 458,451  $ 674,568  $ 307,361  $ 384,470  $ 458,451  $ 674,568 
Gross profit  14,783   6,115   41,773   3,833   14,783   6,115   41,773   3,833 
Pretax loss  (59,572)  (83,583)  (77,048)  (90,981)  (59,572)  (83,583)  (77,048)  (90,981)
Net income (loss)  (58,072)  (78,383)  (66,048)  100,719   (58,072)  (78,383)  (66,048)  100,719 
                  
Basic and diluted earnings (loss) per share $(.75) $(1.03) $(.87) $1.31  $(.75) $(1.03) $(.87) $1.31 
                  
 
2008                
Revenues $794,224  $639,065  $681,610  $919,037 
Gross profit (loss)  (121,333)  (118,746)  25,383   (76,950)
Pretax loss  (267,872)  (255,330)  (151,745)  (292,984)
Net loss  (268,172)  (255,930)  (144,745)  (307,284)
         
Basic and diluted loss per share $(3.47) $(3.30) $(1.87) $(3.96)
         
Included in gross profit in the first, third and fourth quarters of 2010 were pretax, noncash inventory impairment charges of $6.8 million, $1.4 million and $1.6 million, respectively, and pretax, noncash charges for land option contract abandonments of $6.5 million, $2.0 million and $1.6 million, respectively.
 
Included in gross profit in the first, second, third and fourth quarters of 2009 were pretax, noncash inventory impairment charges of $24.4 million, $5.8$5.7 million, $22.8 million and $67.9 million, respectively, and pretax, noncash charges for land option contract abandonments of $.3 million, $36.5 million, $1.7 million and $8.8 million, respectively. The pretax loss in the first,


9092


 
The pretax loss in the first, second, third and fourth quarters of 2009 also included charges for joint venture impairments of $7.6 million, $7.2 million, $23.2 million and $.5 million, respectively. Included in gross profit (loss) in the first, second, third and fourth quarters of 2008 were inventory impairment charges of $180.3 million, $154.0 million, $39.1 million and $192.5 million, respectively. Gross profit (loss)
The net loss in the first, second and fourththird quarters of 2008 also included pretax charges for land option contract abandonments of $7.3 million, $20.4 million, and $13.2 million, respectively. There were no such charges in the third quarter of 2008. The pretax loss in the first, second, third and fourth quarters of 2008 also included charges for joint venture impairments of $36.4 million, $2.2 million, $43.1 million and $60.2 million, respectively.
The pretax loss in the second and fourth quarters of 20082010 included charges of $24.6$21.2 million, $12.8 million and $43.4$3.0 million, respectively, for goodwill impairments.
to record valuation allowances against net deferred tax assets in accordance with ASC 740. Net income in the fourth quarter of 2010 included a decrease of $10.4 million in the deferred tax asset valuation allowance. The net loss in the first, second and third quarters of 2009 included charges of $22.7 million, $31.7 million and $35.5 million, respectively, to record valuation allowances against net deferred tax assets in accordance with ASC 740. The charge in the first quarter of 2009 was substantially offset by a reduction of deferred tax assets due to the forfeiture of certain equity-based awards. The netNet income in the fourth quarter of 2009 included a decrease of $196.3 million in the deferred tax asset valuation allowance primarily due to the benefit derived from the Company’s carryback and offset of its 2009 NOL againstNOLs to offset earnings it generated in 20052004 and 20042005 in accordance with recently enacted federal tax legislation. The net losslegislation enacted in the first, second, third and fourth quarters of 2008 included charges of $100.0 million, $98.9 million, $58.1 million and $98.9 million, respectively, to record valuation allowances against net deferred tax assets in accordance with ASC 740.that quarter.
 
Quarterly andyear-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not agree with per share amounts for the year.
 
Note 23.22.  Supplemental Guarantor Information
 
The Company’s obligations to pay principal, premium, if any, and interest under certain debt instrumentsits senior notes are guaranteed on a joint and several basis by the Guarantor Subsidiaries. The guarantees are full and unconditional and the Guarantor Subsidiaries are 100% owned by the Company. The Company has determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor Subsidiaries is presented.
In connection with the Company’s voluntary termination of the Credit Facility effective March 31, 2010, the Released Subsidiaries were released and discharged from guaranteeing any obligations with respect to the Company’s senior notes. Accordingly, the supplemental financial information presented below reflects the relevant subsidiaries that were Guarantor Subsidiaries as of the respective periods then ended.


9193


 
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(In Thousands)
 
                                        
 Year Ended November 30, 2009  Year Ended November 30, 2010 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
    KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total  Corporate Subsidiaries Subsidiaries Adjustments Total 
Revenues $  $1,608,533  $216,317  $  $1,824,850  $         —  $    429,917  $    1,160,079  $           —  $1,589,996 
                      
Homebuilding:                                        
Revenues $  $1,608,533  $207,882  $  $1,816,415  $  $429,917  $1,151,846  $   —  $1,581,763 
Construction and land costs     (1,548,678)  (201,233)     (1,749,911)     (360,450)  (947,838)     (1,308,288)
Selling, general and administrative expenses  (71,181)  (198,964)  (32,879)     (303,024)  (68,149)  (48,233)  (173,138)     (289,520)
                      
Operating loss  (71,181)  (139,109)  (26,230)     (236,520)
Operating income (loss)  (68,149)  21,234   30,870      (16,045)
Interest income  5,965   887   663      7,515   1,770   30   298      2,098 
Loss on early redemption/interest expense, net of amounts capitalized  31,442   (74,946)  (8,259)     (51,763)
Interest expense, net of amounts capitalized/loss on early redemption of debt  20,353   (41,686)  (46,974)     (68,307)
Equity in loss of unconsolidated joint ventures     (22,840)  (26,775)     (49,615)     (186)  (6,071)     (6,257)
                      
Homebuilding pretax loss  (33,774)  (236,008)  (60,601)     (330,383)  (46,026)  (20,608)  (21,877)     (88,511)
Financial services pretax income        19,199      19,199         12,143      12,143 
                      
Total pretax loss  (33,774)  (236,008)  (41,402)     (311,184)  (46,026)  (20,608)  (9,734)     (76,368)
Income tax benefit  22,700   158,800   27,900      209,400   4,200   1,900   900      7,000 
Equity in net loss of subsidiaries  (90,710)        90,710      (27,542)        27,542    
                      
Net loss $  (101,784) $(77,208) $      (13,502) $      90,710  $(101,784) $(69,368) $(18,708) $(8,834) $27,542  $(69,368)
                      
 
                                        
 Year Ended November 30, 2008  Year Ended November 30, 2009 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
    KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total  Corporate Subsidiaries Subsidiaries Adjustments Total 
Revenues $  $2,331,771  $  702,165  $  $3,033,936  $  $1,608,533  $216,317  $  $1,824,850 
                      
Homebuilding:                                        
Revenues $  $2,331,771  $691,398  $  $3,023,169  $  $1,608,533  $207,882  $  $1,816,415 
Construction and land costs     (2,555,911)  (758,904)     (3,314,815)     (1,548,678)  (201,233)     (1,749,911)
Selling, general and administrative expenses  (74,075)  (296,964)  (129,988)     (501,027)  (71,181)  (198,964)  (32,879)     (303,024)
Goodwill impairment  (67,970)           (67,970)
                      
Operating loss  (142,045)  (521,104)  (197,494)     (860,643)  (71,181)  (139,109)  (26,230)     (236,520)
Interest income  31,666   2,524   420      34,610   5,965   887   663      7,515 
Loss on early redemption/interest expense, net of amounts capitalized  56,541   (34,946)  (34,561)     (12,966)
Interest expense, net of amounts capitalized/loss on early redemption of debt  31,442   (74,946)  (8,259)     (51,763)
Equity in loss of unconsolidated joint ventures     (10,742)  (142,008)     (152,750)     (22,840)  (26,775)     (49,615)
                      
Homebuilding pretax loss  (53,838)  (564,268)  (373,643)     (991,749)  (33,774)  (236,008)  (60,601)     (330,383)
Financial services pretax income        23,818      23,818         19,199      19,199 
                      
Total pretax loss  (53,838)  (564,268)  (349,825)     (967,931)  (33,774)  (236,008)  (41,402)     (311,184)
Income tax expense  (400)  (4,600)  (3,200)     (8,200)
Income tax benefit  22,700   158,800   27,900      209,400 
Equity in net loss of subsidiaries  (921,893)        921,893      (90,710)        90,710    
                      
Net loss $  (976,131) $(568,868) $     (353,025) $     921,893  $(976,131) $  (101,784) $(77,208) $      (13,502) $      90,710  $(101,784)
                      


9294


 
                                        
 Year Ended November 30, 2007  Year Ended November 30, 2008 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
    KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total  Corporate Subsidiaries Subsidiaries Adjustments Total 
Revenues $  $4,752,649  $   1,663,877  $  $6,416,526  $  $2,331,771  $  702,165  $  $3,033,936 
                      
Homebuilding:                                        
Revenues $  $4,752,649  $1,647,942  $  $6,400,591  $  $2,331,771  $691,398  $  $3,023,169 
Construction and land costs     (5,299,357)  (1,527,022)     (6,826,379)     (2,555,911)  (758,904)     (3,314,815)
Selling, general and administrative expenses  (104,646)  (518,912)  (201,063)     (824,621)  (74,075)  (296,964)  (129,988)     (501,027)
Goodwill impairment  (107,926)           (107,926)  (67,970)           (67,970)
                      
Operating loss  (212,572)  (1,065,620)  (80,143)     (1,358,335)  (142,045)  (521,104)  (197,494)     (860,643)
Interest income  21,869   6,193   574      28,636   31,666   2,524   420      34,610 
Loss on early redemption/interest expense, net of amounts capitalized  179,100   (146,204)  (45,886)     (12,990)
Interest expense, net of amounts capitalized/loss on early redemption of debt  56,541   (34,946)  (34,561)     (12,966)
Equity in loss of unconsolidated joint ventures     (26,105)  (125,812)     (151,917)     (10,742)  (142,008)     (152,750)
                      
Homebuilding pretax loss  (11,603)  (1,231,736)  (251,267)     (1,494,606)  (53,838)  (564,268)  (373,643)     (991,749)
Financial services pretax income        33,836      33,836         23,818      23,818 
                      
Loss from continuing operations before income taxes  (11,603)  (1,231,736)  (217,431)     (1,460,770)
Income tax benefit  400   38,800   6,800      46,000 
Total pretax loss  (53,838)  (564,268)  (349,825)     (967,931)
Income tax expense  (400)  (4,600)  (3,200)     (8,200)
Equity in net loss of subsidiaries  (921,893)        921,893    
                      
Loss from continuing operations before equity in net loss of subsidiaries  (11,203)  (1,192,936)  (210,631)     (1,414,770)
Income from discontinued operations, net of income taxes        485,356      485,356 
Net loss $  (976,131) $(568,868) $     (353,025) $     921,893  $(976,131)
                      
Income (loss) before equity in net income (loss) of subsidiaries  (11,203)  (1,192,936)  274,725      (929,414)
Equity in net income (loss) of subsidiaries:                    
Continuing operations  (1,403,567)        1,403,567    
Discontinued operations  485,356         (485,356)   
           
Net income (loss) $(929,414) $(1,192,936) $274,725  $    918,211  $(929,414)
           


9395


 
CONDENSED CONSOLIDATING BALANCE SHEETS
(In Thousands)
 
                                        
 November 30, 2009  November 30, 2010 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
    KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total  Corporate Subsidiaries Subsidiaries Adjustments Total 
Assets                                        
Homebuilding:                                        
Cash and cash equivalents $995,122  $56,969  $    122,624  $  $1,174,715  $770,603  $      3,619  $      130,179  $           —  $904,401 
Restricted cash  114,292            114,292   88,714      26,763      115,477 
Receivables  191,747   109,536   36,647      337,930   4,205   6,271   97,572      108,048 
Inventories     1,374,617   126,777      1,501,394      774,102   922,619      1,696,721 
Investments in unconsolidated joint ventures     115,402   4,266      119,668      37,007   68,576      105,583 
Other assets  68,895   85,856   (185)     154,566   68,166   72,805   9,105      150,076 
                      
  1,370,056   1,742,380   290,129      3,402,565   931,688   893,804   1,254,814      3,080,306 
Financial services        33,424      33,424         29,443      29,443 
Investments in subsidiaries  35,955         (35,955)     36,279         (36,279)   
                      
Total assets $1,406,011  $1,742,380  $323,553  $(35,955) $3,435,989  $967,967  $893,804  $1,284,257  $(36,279) $3,109,749 
                      
Liabilities and stockholders’ equity                                        
Homebuilding:                                        
Accounts payable, accrued expenses and other liabilities $147,264  $588,203  $165,878  $  $901,345  $124,609  $150,260  $424,853  $  $699,722 
Mortgages and notes payable  1,656,402   163,967   1      1,820,370   1,632,362   112,368   30,799      1,775,529 
                      
  1,803,666   752,170   165,879      2,721,715   1,756,971   262,628   455,652      2,475,251 
Financial services        7,050      7,050         2,620      2,620 
Intercompany  (1,104,879)  990,210   114,669         (1,420,882)  631,176   789,706       
Stockholders’ equity  707,224      35,955   (35,955)  707,224   631,878      36,279   (36,279)  631,878 
                      
Total liabilities and stockholders’ equity $1,406,011  $1,742,380  $323,553  $   (35,955) $3,435,989  $967,967  $893,804  $1,284,257  $    (36,279) $3,109,749 
                      
 
                                        
 November 30, 2008  November 30, 2009 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
    KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total  Corporate Subsidiaries Subsidiaries Adjustments Total 
Assets                                        
Homebuilding:                                        
Cash and cash equivalents $987,057  $25,067  $     123,275  $  $1,135,399  $995,122  $56,969  $      122,624  $           —  $1,174,715 
Restricted cash  115,404            115,404   114,292            114,292 
Receivables  218,600   126,713   12,406      357,719   191,747   109,536   36,647      337,930 
Inventories     1,748,526   358,190      2,106,716      1,374,617   126,777      1,501,394 
Investments in unconsolidated joint ventures     176,290   1,359      177,649      115,402   4,266      119,668 
Other assets  83,028   13,954   2,279      99,261   68,895   85,856   (185)     154,566 
                      
  1,404,089   2,090,550   497,509      3,992,148   1,370,056   1,742,380   290,129      3,402,565 
Financial services        52,152      52,152         33,424      33,424 
Investments in subsidiaries  51,848         (51,848)     35,955         (35,955)   
                      
Total assets $1,455,937  $2,090,550  $549,661  $(51,848) $4,044,300  $1,406,011  $1,742,380  $323,553  $(35,955) $3,435,989 
                      
Liabilities and stockholders’ equity                                        
Homebuilding:                                        
Accounts payable, accrued expenses and other liabilities $190,455  $786,717  $285,519  $  $1,262,691  $147,264  $588,203  $165,878  $  $901,345 
Mortgages and notes payable  1,845,169   96,368         1,941,537   1,656,402   163,967   1      1,820,370 
                      
  2,035,624   883,085   285,519      3,204,228   1,803,666   752,170   165,879      2,721,715 
Financial services        9,467      9,467         7,050      7,050 
Intercompany  (1,410,292)  1,207,465   202,827         (1,104,879)  990,210   114,669       
Stockholders’ equity  830,605      51,848   (51,848)  830,605   707,224      35,955   (35,955)  707,224 
                      
Total liabilities and stockholders’ equity $1,455,937  $2,090,550  $549,661  $    (51,848) $4,044,300  $1,406,011  $1,742,380  $323,553  $   (35,955) $3,435,989 
                      


9496


 
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In Thousands)
 
                     
  Year Ended November 30, 2009 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net loss $(101,784) $(77,208) $(13,502) $90,710  $(101,784)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:                    
Inventory impairments and land option contract abandonments     153,294   14,855      168,149 
Changes in assets and liabilities:                    
Receivables  26,853   33,210   (24,396)     35,667 
Inventories     216,554   216,521      433,075 
Accounts payable, accrued expenses and other liabilities  (47,284)  (83,316)  (122,020)     (252,620)
Other, net  22,313   24,411   20,701      67,425 
                     
Net cash provided (used) by operating activities  (99,902)  266,945   92,159   90,710   349,912 
                     
Cash flows from investing activities:                    
Investments in unconsolidated joint ventures     (14,517)  (5,405)     (19,922)
Sales (purchases) of property and equipment, net  (142)  (1,497)  264      (1,375)
                     
Net cash used by investing activities  (142)  (16,014)  (5,141)     (21,297)
                     
Cash flows from financing activities:                    
Change in restricted cash  1,112            1,112 
Proceeds from issuance of senior notes  259,737            259,737 
Payment of senior notes issuance costs  (4,294)           (4,294)
Repayment of senior and senior subordinated notes  (453,105)           (453,105)
Payments on mortgages, land contracts and other loans     (78,983)        (78,983)
Issuance of common stock under employee stock plans  3,074            3,074 
Payments of cash dividends  (19,097)           (19,097)
Repurchases of common stock  (616)           (616)
Intercompany  321,298   (140,046)  (90,542)  (90,710)   
                     
Net cash provided (used) by financing activities  108,109   (219,029)  (90,542)  (90,710)  (292,172)
                     
Net increase (decrease) in cash and cash equivalents  8,065   31,902   (3,524)     36,443 
Cash and cash equivalents at beginning of year  987,057   25,067   129,394      1,141,518 
                     
Cash and cash equivalents at end of year $995,122  $56,969  $125,870  $  $1,177,961 
                     


95


                     
  Year Ended November 30, 2008 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net loss $(976,131) $(568,868) $    (353,025) $  921,893  $(976,131)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:                    
Provision for deferred income taxes  221,306            221,306 
Inventory impairments and land option contract abandonments     469,017   137,774      606,791 
Goodwill impairment  67,970            67,970 
Changes in assets and liabilities:                    
Receivables  (92,069)  24,376   7,128      (60,565)
Inventories     409,629   136,221      545,850 
Accounts payable, accrued expenses and other liabilities  (20,246)  (210,319)  (52,216)     (282,781)
Other, net  48,519   19,978   150,385      218,882 
                     
Net cash provided (used) by operating activities  (750,651)  143,813   26,267   921,893   341,322 
                     
Cash flows from investing activities:                    
Investments in unconsolidated joint ventures     8,985   (68,610)     (59,625)
Sales (purchases) of property and equipment, net  5,837   (55)  1,291      7,073 
                     
Net cash provided (used) by investing activities  5,837   8,930   (67,319)     (52,552)
                     
Cash flows from financing activities:                    
Change in restricted cash  (115,404)           (115,404)
Repayment of senior subordinated notes  (305,814)           (305,814)
Payments on mortgages, land contracts and other loans     (12,800)        (12,800)
Issuance of common stock under employee stock plans  6,958            6,958 
Payments of cash dividends  (62,967)           (62,967)
Repurchases of common stock  (967)           (967)
Intercompany  1,105,636   (186,395)  2,652   (921,893)   
                     
Net cash provided (used) by financing activities  627,442   (199,195)  2,652   (921,893)  (490,994)
                     
Net decrease in cash and cash equivalents  (117,372)  (46,452)  (38,400)     (202,224)
Cash and cash equivalents at beginning of year  1,104,429   71,519   167,794      1,343,742 
                     
Cash and cash equivalents at end of year $987,057  $25,067  $129,394  $  $1,141,518 
                     


96


                                        
 Year Ended November 30, 2007  Year Ended November 30, 2010 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
    KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total  Corporate Subsidiaries Subsidiaries Adjustments Total 
Cash flows from operating activities:                                        
Net loss $(929,414) $(1,192,936) $   (210,631) $1,403,567  $(929,414) $(69,368) $(18,708) $(8,834) $27,542  $(69,368)
Income from discontinued operations, net of income taxes        (47,252)     (47,252)
Gain on sale of discontinued operations, net of income taxes  (438,104)           (438,104)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
                                        
Provision for deferred income taxes  208,348            208,348 
Inventory impairments and land option contract abandonments     1,173,855   80,127      1,253,982      1,980   17,945      19,925 
Goodwill impairment  107,926            107,926 
Changes in assets and liabilities:                                        
Receivables  (121,225)  41,726   8,093      (71,406)  187,542   3,557   20,219      211,318 
Inventories     367,142   412,733      779,875      (99,216)  (30,118)     (129,334)
Accounts payable, accrued expenses and other liabilities  (199,306)  62,000   (203,324)     (340,630)  (16,973)  (65,878)  (116,354)     (199,205)
Other, net  (151,042)  53,528   323,691      226,177   (8,461)  1,794   39,367      32,700 
                      
Net cash provided (used) by operating activities — continuing operations  (1,522,817)  505,315   363,437   1,403,567   749,502 
Net cash provided by operating activities — discontinued operations  ��      297,397      297,397 
           
Net cash provided (used) by operating activities  (1,522,817)  505,315   660,834   1,403,567   1,046,899   92,740   (176,471)  (77,775)  27,542   (133,964)
                      
Cash flows from investing activities:                                        
Sale of discontinued operations, net of cash divested  739,764            739,764 
Investments in unconsolidated joint ventures     (35,227)  (49,961)     (85,188)     (517)  (15,152)     (15,669)
Sales (purchases) of property and equipment, net  (558)  (201)  1,444      685 
Purchases of property and equipment, net  (229)  (70)  (121)     (420)
                      
Net cash provided (used) by investing activities — continuing operations  739,206   (35,428)  (48,517)     655,261 
Net cash used by investing activities — discontinued operations        (12,112)     (12,112)
           
Net cash provided (used) by investing activities  739,206   (35,428)  (60,629)     643,149 
Net cash used by investing activities  (229)  (587)  (15,273)     (16,089)
                      
Cash flows from financing activities:                                        
Redemption of term loan  (400,000)           (400,000)
Repayment of senior subordinated notes  (258,968)           (258,968)
Payments on mortgages, land contracts and other loans     (87,566)  (26,553)     (114,119)
Change in restricted cash  25,578      (26,763)     (1,185)
Payments on mortgages and land contracts due to land sellers and other loans     (81,041)  (20,113)     (101,154)
Issuance of common stock under employee stock plans  12,310            12,310   1,851            1,851 
Excess tax benefit associated with exercise of stock options  882            882   583            583 
Payments of cash dividends  (77,170)           (77,170)  (19,223)           (19,223)
Repurchases of common stock  (6,896)           (6,896)  (350)           (350)
Intercompany  2,170,661   (461,631)  (305,463)  (1,403,567)     (325,469)  217,240   135,771   (27,542)   
                      
Net cash provided (used) by financing activities — continuing operations  1,440,819   (549,197)  (332,016)  (1,403,567)  (843,961)
Net cash used by financing activities — discontinued operations        (306,527)     (306,527)
           
Net cash provided (used) by financing activities  1,440,819   (549,197)  (638,543)  (1,403,567)  (1,150,488)  (317,030)  136,199   88,895   (27,542)  (119,478)
                      
Net increase (decrease) in cash and cash equivalents  657,208   (79,310)  (38,338)     539,560 
Net decrease in cash and cash equivalents  (224,519)  (40,859)  (4,153)     (269,531)
Cash and cash equivalents at beginning of year  447,221   150,829   206,132      804,182   995,122   44,478   138,361      1,177,961 
                      
Cash and cash equivalents at end of year $1,104,429  $71,519  $167,794  $  $1,343,742  $770,603  $3,619  $134,208  $  $908,430 
                      


97


 
                     
  Year Ended November 30, 2009 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net loss $(101,784) $(77,208) $(13,502) $90,710  $(101,784)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:                    
Inventory impairments and land option contract abandonments     153,294   14,855      168,149 
Changes in assets and liabilities:                    
Receivables  26,853   33,210   (24,396)     35,667 
Inventories     216,554   216,521      433,075 
Accounts payable, accrued expenses and other liabilities  (47,284)  (83,316)  (122,020)     (252,620)
Other, net  22,313   24,411   20,701      67,425 
                     
Net cash provided (used) by operating activities  (99,902)  266,945   92,159   90,710   349,912 
                     
Cash flows from investing activities:                    
Investments in unconsolidated joint ventures     (14,517)  (5,405)     (19,922)
Sales (purchases) of property and equipment, net  (142)  (1,497)  264      (1,375)
                     
Net cash used by investing activities  (142)  (16,014)  (5,141)     (21,297)
                     
Cash flows from financing activities:                    
Change in restricted cash  1,112            1,112 
Proceeds from issuance of senior notes  259,737            259,737 
Payment of senior notes issuance costs  (4,294)           (4,294)
Repayment of senior and senior subordinated notes  (453,105)           (453,105)
Payments on mortgages and land contracts due to land sellers and other loans     (78,983)        (78,983)
Issuance of common stock under employee stock plans  3,074            3,074 
Payments of cash dividends  (19,097)           (19,097)
Repurchases of common stock  (616)           (616)
Intercompany  321,298   (140,046)  (90,542)  (90,710)   
                     
Net cash provided (used) by financing activities  108,109   (219,029)  (90,542)  (90,710)  (292,172)
                     
Net increase (decrease) in cash and cash equivalents  8,065   31,902   (3,524)     36,443 
Cash and cash equivalents at beginning of year  987,057   25,067   129,394      1,141,518 
                     
Cash and cash equivalents at end of year $995,122  $56,969  $125,870  $  $1,177,961 
                     
Note 24.  Subsequent Events
Based on its current and expected future cash position, the Company voluntarily reduced the aggregate commitment under the Credit Facility from $650.0 million to $200.0 million, effective December 28, 2009. The decrease in the aggregate commitment will reduce the costs associated with maintaining the Credit Facility. The November 2010 maturity date and the other terms of the Credit Facility remain unchanged.
The Company has evaluated subsequent events through the filing of the financial statements with the SEC on January 29, 2010.


98


                     
  Year Ended November 30, 2008 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net loss $(976,131) $(568,868) $    (353,025) $  921,893  $(976,131)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:                    
Provision for deferred income taxes  221,306            221,306 
Inventory impairments and land option contract abandonments     469,017   137,774      606,791 
Goodwill impairment  67,970            67,970 
Changes in assets and liabilities:                    
Receivables  (92,069)  24,376   7,128      (60,565)
Inventories     409,629   136,221      545,850 
Accounts payable, accrued expenses and other liabilities  (20,246)  (210,319)  (52,216)     (282,781)
Other, net  48,519   19,978   150,385      218,882 
                     
Net cash provided (used) by operating activities  (750,651)  143,813   26,267   921,893   341,322 
                     
Cash flows from investing activities:                    
Investments in unconsolidated joint ventures     8,985   (68,610)     (59,625)
Sales (purchases) of property and equipment, net  5,837   (55)  1,291      7,073 
                     
Net cash provided (used) by investing activities  5,837   8,930   (67,319)     (52,552)
                     
Cash flows from financing activities:                    
Change in restricted cash  (115,404)           (115,404)
Repayment of senior subordinated notes  (305,814)           (305,814)
Payments on mortgages and land contracts due to land sellers and other loans     (12,800)        (12,800)
Issuance of common stock under employee stock plans  6,958            6,958 
Payments of cash dividends  (62,967)           (62,967)
Repurchases of common stock  (967)           (967)
Intercompany  1,105,636   (186,395)  2,652   (921,893)   
                     
Net cash provided (used) by financing activities  627,442   (199,195)  2,652   (921,893)  (490,994)
                     
Net decrease in cash and cash equivalents  (117,372)  (46,452)  (38,400)     (202,224)
Cash and cash equivalents at beginning of year  1,104,429   71,519   167,794      1,343,742 
                     
Cash and cash equivalents at end of year $987,057  $25,067  $129,394  $  $1,141,518 
                     


99


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Stockholders of KB Home:
 
We have audited the accompanying consolidated balance sheets of KB Home as of November 30, 20092010 and 2008,2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended November 30, 2009.2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 consolidated financial position of KB Home at November 30, 20092010 and 2008,2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 30, 2009,2010, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 19 to the consolidated financial statements, in 2007, the Company changed its method of accounting for defined postretirement benefit plans.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), KB Home’s internal control over financial reporting as of November 30, 2009,2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 29, 201031, 2011 expressed an unqualified opinion thereon.
 
 
Los Angeles, California
January 29, 201031, 2011


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Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
Item 9A.  CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
We have established disclosure controls and procedures to ensure that information we are required to disclose in the reports we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to management, including the President and Chief Executive Officer (the “Principal Executive Officer”) and SeniorExecutive Vice President and Chief AccountingFinancial Officer (the “Principal Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of senior management, including our Principal Executive Officer and Principal Financial Officer, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of November 30, 2009.2010.
 
Internal Control Over Financial Reporting
 
(a)  Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined inRule 13a-15(f) under the Securities and Exchange Act of 1934. Under the supervision and with the participation of senior management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation under that framework and applicable SEC rules, our management concluded that our internal control over financial reporting was effective as of November 30, 2009.2010.
 
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this annual report, has issued its report on the effectiveness of our internal control over financial reporting as of November 30, 2009.2010.
 
(b)  Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders of KB Home:
 
We have audited KB Home’s internal control over financial reporting as of November 30, 2009,2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). KB Home’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with


100101


generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, KB Home maintained, in all material respects, effective internal control over financial reporting as of November 30, 2009,2010, based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of KB Home as of November 30, 20092010 and 2008,2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended November 30, 20092010 and our report dated January 29, 201031, 2011 expressed an unqualified opinion thereon.
 
 
Los Angeles, California
January 29, 201031, 2011
 
(c)  Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting during the quarter ended November 30, 20092010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B.  OTHER INFORMATION
 
None.


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PART III
 
Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The information required by this item for executive officers is set forth under the heading “Executive Officers of the Registrant” in Part I. Except as set forth below, the other information called for by this item is incorporated by reference to the “Corporate Governance and Board Matters” and the “Proposal 1: Election of Directors” sections of our Proxy Statement for the 20102011 Annual Meeting of Stockholders (the “2010“2011 Proxy Statement”), which will be filed with the SEC not later than March 30, 20102011 (120 days after the end of our fiscal year).
 
Ethics Policy
 
We have adopted an Ethics Policy for our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Ethics Policy is available on our website at
http://investor.kbhome.com. Stockholders may request a free copy of the Ethics Policy from:
 
   
  KB Home
  Attention: Investor Relations
  10990 Wilshire Boulevard
  Los Angeles, California 90024
  (310) 231-4000
  investorrelations@kbhome.com
 
Within the time period required by the SEC and the New York Stock Exchange, we will post on our website at http://investor.kbhome.com any amendment to our Ethics Policy and any waiver applicable to our principal executive officer, principal financial officer or principal accounting officer, or persons performing similar functions, and our other executive officers or directors.
 
Corporate Governance Principles
 
We have adopted Corporate Governance Principles, which are available on our website at http://investor.kbhome.com. Stockholders may request a free copy of the Corporate Governance Principles from the address, phone number and email address set forth above under “Ethics Policy.”
 
Item 11.  EXECUTIVE COMPENSATION
 
The information required by this item is incorporated by reference to the “Corporate Governance and Board Matters” and the “Executive Compensation” sections of the 20102011 Proxy Statement.
 
Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The information required by this item is incorporated by reference to the “Ownership of KB Home Securities” section of the 20102011 Proxy Statement, except for the information required by Item 201(d) of Regulation S-K, which is provided below.


102103


The following table presents information as of November 30, 20092010 with respect to shares of our common stock that may be issued under our existing compensation plans:
 
                        
Equity Compensation Plan InformationEquity Compensation Plan Information Equity Compensation Plan Information 
     Number of common
      Number of common
 
 Number of
   shares remaining
  Number of
   shares remaining
 
 common shares to
   available for future
  common shares to
   available for future
 
 be issued upon
   issuance under equity
  be issued upon
   issuance under equity
 
 exercise of
 Weighted-average
 compensation plans
  exercise of
 Weighted-average
 compensation plans
 
 outstanding options,
 exercise price of
 (excluding common
  outstanding options,
 exercise price of
 (excluding common
 
 warrants and
 outstanding options,
 shares reflected in
  warrants and
 outstanding options,
 shares reflected in
 
 rights
 warrants and rights
 column(a))
  rights
 warrants and rights
 column(a))
 
Plan category
 (a) (b) (c)  (a) (b) (c) 
Equity compensation plans approved by stockholders  5,711,701  $27.39   1,714,650   8,798,613  $24.19   21,703 
Equity compensation plans not approved by stockholders        (1)        (1)
              
Total  5,711,701  $27.39   1,714,650   8,798,613  $24.19   21,703 
              
 
 
(1) Represents our current compensation plan for our non-employee directors that provides for an unlimited number of grants of deferred common stock units or stock options. These stock units and options are described in the “Director Compensation” section of our 20102011 Proxy Statement, which is incorporated herein. Although we may purchase shares of our common stock on the open market to satisfy the payment of these stock units and options, to date, all of them have been settled in cash. Further, under thenon-employee directors’ current compensation plan, ournon-employee directors cannot receive shares of our common stock in satisfaction of their stock units or options unless and until approved by our stockholders. Therefore, we consider thenon-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
 
The information required by this item is incorporated by reference to the “Corporate Governance and Board Matters” and the “Other Matters” sections of our 20102011 Proxy Statement.
 
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The information required by this item is incorporated by reference to the “Independent Auditor Fees and Services” section of our 20102011 Proxy Statement.


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PART IV
 
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     Financial Statements
(a) 1.  Financial Statements
 
Reference is made to the index set forth on page 5759 of this Annual Report onForm 10-K.
 
    Exhibits
     2.  Financial Statement Schedules
Financial statement schedules have been omitted because they are not applicable or the required information is provided in the consolidated financial statements or notes thereto.
 
     
Exhibit
  
Number
 
Description
 
 2.1 Share Purchase Agreement, dated May 22, 2007, by and between KB Home, Kaufman and Broad Development Group, International Mortgage Acceptance Corporation, Kaufman and Broad International, Inc. and Financière Gaillon 8 S.A.S., filed as an exhibit to the Company’s Current Report onForm 8-K dated May 22, 2007, is incorporated by reference herein.
 3.1 Restated Certificate of Incorporation, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.
 3.2 Certificate of Designation of Series A Participating Cumulative Preferred Stock, dated as of January 22, 2009, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.
 3.3 By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.
 3.4 Restated Certificate of Incorporation, as amended, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 7, 2009, is incorporated by reference herein.
 4.1 Rights Agreement between the Company and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.
 4.2 Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent, dated February 4, 1999, filed as an exhibit to the Company’s Current Report on Form 8-K dated February 4, 1999, is incorporated by reference herein.
 4.3 First Amendment, dated as of April 29, 2005, to the Rights Agreement, dated as of February 4, 1999, between the Company and Mellon Investor Services LLC, as rights agent, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2005, is incorporated by reference herein.
 4.4 Second Amendment, dated as of January 22, 2009, to the Rights Agreement, dated as of February 4, 1999 and amended as of April 29, 2005, between the Company and Mellon Investor Services LLC, as rights agent, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.
 4.5 Indenture and Supplemental Indenture relating to 53/4% Senior Notes due 2014 among the Company, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to the Company’s Registration StatementNo. 333-114761 onForm S-4, are incorporated by reference herein.
 4.6 Second Supplemental Indenture relating to 63/8% Senior Notes due 2011 among the Company, the Guarantors and Sun Trust Bank, Atlanta, dated June 30, 2004, filed as an exhibit to the Company’s registration statementNo. 333-119228 onForm S-4, is incorporated by reference herein.
 4.7 Third Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated May 3, 2006, is incorporated by reference herein.
 4.8 Fourth Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.
 4.9 Fifth Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Notes by and between the Company, the Guarantors, and the Trustee, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.
     3.  Exhibits
     
Exhibit
  
Number Description
 
 3.1 Restated Certificate of Incorporation, as amended, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 7, 2009, is incorporated by reference herein.
 3.2 By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.
 4.1 Rights Agreement between the Company and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.
 4.2 Indenture and Supplemental Indenture relating to 53/4% Senior Notes due 2014 among the Company, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to the Company’s Registration StatementNo. 333-114761 onForm S-4, are incorporated by reference herein.
 4.3 Second Supplemental Indenture relating to 63/8% Senior Notes due 2011 among the Company, the Guarantors and Sun Trust Bank, Atlanta, dated June 30, 2004, filed as an exhibit to the Company’s Registration StatementNo. 333-119228 onForm S-4, is incorporated by reference herein.
 4.4 Third Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated May 3, 2006, is incorporated by reference herein.
 4.5 Fourth Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.
 4.6 Fifth Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Notes by and between the Company, the Guarantors, and the Trustee, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.
 4.7 Specimen of 53/4% Senior Notes due 2014, filed as an exhibit to the Company’s Registration StatementNo. 333-114761 onForm S-4, is incorporated by reference herein.
 4.8 Specimen of 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.
 4.9 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.
 4.10 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated June 2, 2005, is incorporated by reference herein.
 4.11 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.
 4.12 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated June 27, 2005, is incorporated by reference herein.


104


     
Exhibit
  
Number
 
Description
 
 4.10 Specimen of 53/4% Senior Notes due 2014, filed as an exhibit to the Company’s Registration StatementNo. 333-114761 onForm S-4, is incorporated by reference herein.
 4.11 Specimen of 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.
 4.12 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.
 4.13 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated June 2, 2005, is incorporated by reference herein.
 4.14 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.
 4.15 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated June 27, 2005, is incorporated by reference herein.
 4.16 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.
 4.17 Specimen of 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.
 4.18 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.
 4.19 Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 30, 2009, is incorporated by reference herein.
 4.20 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 30, 2009, is incorporated by reference herein.
 10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.
 10.2* Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
 10.3* 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 the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.4* KB Home 1986 Stock Option Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.5* KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.6* Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
 10.7 Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
 10.8* KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
 10.9* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.
 10.10* KB Home Unit Performance Program, filed as an exhibit to the Company’s 1996 Annual Report on Form 10-K, is incorporated by reference herein.

105


        
Exhibit
Exhibit
  Exhibit
  
Number
Number
 
Description
Number Description
10.11* KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008 , filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.4.13 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.
10.12 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to the Company’s 1998 Annual Report onForm 10-K, is incorporated by reference herein.4.14 Specimen of 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.
10.13 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 the Company’s 1999 Annual Report onForm 10-K, is incorporated by reference herein.4.15 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.
10.14* Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.4.16 Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 30, 2009, is incorporated by reference herein.
10.15* Form of Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.4.17 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 30, 2009, is incorporated by reference herein.
10.16* Form of Incentive Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.
10.17* Form of Restricted Stock Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.10.2* Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
10.18* Form of Amended and Restated 1999 Incentive Plan Stock Appreciation Right Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.10.3* 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 the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.19* Form of Amended and Restated 1999 Incentive Plan Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.10.4* KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.20* Amended and Restated Employment Agreement of Bruce Karatz, dated July 11, 2001, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2001, is incorporated by reference herein.10.5* Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
10.21* Tolling Agreement, dated as of November 12, 2006, by and between the Company and Bruce Karatz, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.10.6 Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
10.22* KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.10.7* KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.23* Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.10.8* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.
10.24* Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.10.9* KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.25* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.10.10 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to the Company’s 1998 Annual Report onForm 10-K, is incorporated by reference herein.
10.26* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.10.11 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 the Company’s 1999 Annual Report onForm 10-K, is incorporated by reference herein.
10.27* KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.10.12* Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.28* KB Home Death Benefit Only Plan, filed as an exhibit to the Company’s 2001 Annual Report on Form 10-K, is incorporated by reference herein.10.13* Form of Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
10.29* Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.10.14* Form of Restricted Stock Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
10.30* KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.10.15* KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.31 KB Home Non-Employee Directors Stock Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.

106


        
Exhibit
Exhibit
  Exhibit
  
Number
Number
 
Description
Number Description
10.32 Revolving Loan Agreement, dated as of November 22, 2005, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 23, 2005, is incorporated by reference herein.10.16* Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
10.33 First Amendment, dated as of October 10, 2006, to the Revolving Loan Agreement dated as of November 22, 2005 among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 19, 2006, is incorporated by reference herein.10.17* Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
10.34 Second Amendment to the Revolving Loan Agreement dated as of November 22, 2005 among KB Home, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 12, 2006, is incorporated by reference herein.10.18* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.
10.35 Third Amendment Agreement, dated August 17, 2007, to Revolving Loan Agreement, dated as of November 22, 2005, between the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.10.19* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.36 Fourth Amendment Agreement, dated January 25, 2008, to Revolving Loan Agreement, dated as of November 22, 2005, between the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated January 28, 2008, is incorporated by reference herein.10.20* KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.37 Fifth Amendment, dated August 28, 2008, to Revolving Loan Agreement, dated as of November 22, 2005, among the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 29, 2008, is incorporated by reference herein.10.21* KB Home Death Benefit Only Plan, filed as an exhibit to the Company’s 2001 Annual Report on Form 10-K, is incorporated by reference herein.
10.38* Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.10.22* Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.39* Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.10.23* KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.40* Amended and Restated 1999 Incentive Plan Performance Stock Agreement between the Company and Jeffrey T. Mezger, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 18, 2007, is incorporated by reference herein.10.24* Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.
10.41* Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.10.25* Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.42* 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 the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.10.26* Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
10.43* Form of Phantom Share Agreement for Non-Senior Management, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.10.27* 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 the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.
10.44* Form of Over Cap Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.10.28* Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 15, 2008, is incorporated by reference herein.
10.45* Description of fiscal year 2007 bonus arrangements with the Company’s Named Executive Officers and description of fiscal year 2008 annual incentive compensation arrangements with executive officers, each determined on January 22, 2008, filed on the Company’s Current Report onForm 8-K dated January 25, 2008, is incorporated by reference herein.10.29* KB Home Executive Severance Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2008, is incorporated by reference herein.
10.46* Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 15, 2008, is incorporated by reference herein.10.30* Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.
10.47* KB Home Executive Severance Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2008, is incorporated by reference herein.10.31* KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to the Company’s Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders, is incorporated by reference herein.
10.48* Description of Fiscal Year 2009 Long-Term Incentive Awards to the Company’s Named Executive Officers granted on October 2, 2008, filed on the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.10.32 Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2009, is incorporated by reference herein.
10.49* Form of Fiscal Year 2009 Stock Appreciation Rights Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.10.33 Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009, filed as an exhibit to the Company’s 2009 Annual Report onForm 10-K, is incorporated by reference herein.
10.34 Form of Indemnification Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated April 2, 2010, is incorporated by reference herein.
10.35* KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, is incorporated by reference herein.
10.36* Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 20, 2010, is incorporated by reference herein.

107


     
Exhibit
  
Number
 
Description
 
 10.50* Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.
 10.51* KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to the Company’s Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders, is incorporated by reference herein.
 10.52 Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2009, is incorporated by reference herein.
 10.53† Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009.
 10.54*† Offer Letter to Raymond P. Silcock dated September 1, 2009.
 10.55*† Separation Agreement between the Company and Raymond P. Silcock dated December 16, 2009 and supplemental letter dated December 18, 2009.
 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 theSarbanes-Oxley Act of 2002.
 31.2† Certification of William R. Hollinger, Senior Vice President and Chief Accounting Officer of KB Home Pursuant to Section 302 of theSarbanes-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 theSarbanes-Oxley Act of 2002.
 32.2† Certification of William R. Hollinger, Senior Vice President and Chief Accounting Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.
Exhibit
NumberDescription
10.37*Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 20, 2010, is incorporated by reference herein.
10.38*Agreement, dated July 15, 2010, between the Company and Wendy C. Shiba, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010, is incorporated by reference herein.
10.39*Form of Fiscal Year 2011 Restricted Cash Award Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated October 13, 2010, is incorporated by reference herein.
10.40*†KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger.
12.1†Computation of Ratio of Earnings to Fixed Charges.
21Subsidiaries of the Registrant.
23Consent 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 theSarbanes-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 theSarbanes-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 theSarbanes-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 theSarbanes-Oxley Act of 2002.
101The following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2010, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
* Management contract or compensatory plan or arrangement in which executive officers are eligible to participate.
† Document filed with this Form 10-K.
     Financial Statement Schedules
Financial statement schedules have been omitted because they are not applicable or the required information is shown in the consolidated financial statements and notes thereto.

108


 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
KB Home
 
 By: /s/  WILLIAM R. HOLLINGERJEFF J. KAMINSKI
William R. HollingerJeff J. Kaminski
SeniorExecutive Vice President and Chief AccountingFinancial Officer
Date: January 21, 201027, 2011
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
     
Signature
 
Title
 
Date
 
/s/  JEFFREY T. MEZGER


Jeffrey T. Mezger
 Director, President and
Chief Executive Officer
(Principal Executive Officer)
 January 21, 201027, 2011
/s/  JEFF J. KAMINSKI


Jeff J. Kaminski
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
January 27, 2011
     
/s/  WILLIAM R. HOLLINGER


William R. Hollinger
 Senior Vice President and
Chief Accounting Officer
(Principal Financial and Accounting Officer)
 January 21, 201027, 2011
     
/s/  STEPHEN F. BOLLENBACH


Stephen F. Bollenbach
 Chairman of the Board and Director January 21, 201027, 2011
     
/s/  RONALD W. BURKLEBARBARA T. ALEXANDER


Ronald W. BurkleBarbara T. Alexander
 Director January 21, 201027, 2011
     
/s/  TIMOTHY W. FINCHEM


Timothy W. Finchem
 Director January 21, 201027, 2011
     
/s/  KENNETH M. JASTROW, II


Kenneth M. Jastrow, II
 Director January 21, 201027, 2011
     
/s/  ROBERT L. JOHNSON


Robert L. Johnson
 Director January 21, 201027, 2011
     
/s/  MELISSA LORA


Melissa Lora
 Director January 21, 201027, 2011
     
/s/  MICHAEL G. MCCAFFERY


Michael G. McCaffery
 Director January 21, 201027, 2011
     
/s/  LESLIE MOONVES


Leslie Moonves
 Director January 21, 201027, 2011
     
/s/  LUIS G. NOGALES


Luis G. Nogales
 Director January 21, 201027, 2011


109


LIST OF EXHIBITS FILED
 
                
   Sequential
   Sequential
Exhibit
Exhibit
   Page
Exhibit
   Page
Number
Number
 Description 
Number
Number Description Number
2.1 Share Purchase Agreement, dated May 22, 2007, by and between KB Home, Kaufman and Broad Development Group, International Mortgage Acceptance Corporation, Kaufman and Broad International, Inc. and Financière Gaillon 8 S.A.S., filed as an exhibit to the Company’s Current Report onForm 8-K dated May 22, 2007, is incorporated by reference herein.   3.1 Restated Certificate of Incorporation, as amended, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 7, 2009, is incorporated by reference herein.   
3.1 Restated Certificate of Incorporation, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.   3.2 By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.   
3.2 Certificate of Designation of Series A Participating Cumulative Preferred Stock, dated as of January 22, 2009, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.   4.1 Rights Agreement between the Company and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.   
3.3 By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.   4.2 Indenture and Supplemental Indenture relating to 53/4% Senior Notes due 2014 among the Company, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to the Company’s Registration StatementNo. 333-114761 onForm S-4, are incorporated by reference herein.   
3.4 Restated Certificate of Incorporation, as amended, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 7, 2009, is incorporated by reference herein.   4.3 Second Supplemental Indenture relating to 63/8% Senior Notes due 2011 among the Company, the Guarantors and Sun Trust Bank, Atlanta, dated June 30, 2004, filed as an exhibit to the Company’s Registration StatementNo. 333-119228 onForm S-4, is incorporated by reference herein.   
4.1 Rights Agreement between the Company and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.   4.4 Third Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated May 3, 2006, is incorporated by reference herein.   
4.2 Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent, dated February 4, 1999, filed as an exhibit to the Company’s Current Report on Form 8-K dated February 4, 1999, is incorporated by reference herein.   4.5 Fourth Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.   
4.3 First Amendment, dated as of April 29, 2005, to the Rights Agreement, dated as of February 4, 1999, between the Company and Mellon Investor Services LLC, as rights agent, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2005, is incorporated by reference herein.   4.6 Fifth Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Notes by and between the Company, the Guarantors, and the Trustee, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.   
4.4 Second Amendment, dated as of January 22, 2009, to the Rights Agreement, dated as of February 4, 1999 and amended as of April 29, 2005, between the Company and Mellon Investor Services LLC, as rights agent, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.   4.7 Specimen of 53/4% Senior Notes due 2014, filed as an exhibit to the Company’s Registration StatementNo. 333-114761 onForm S-4, is incorporated by reference herein.   
4.5 Indenture and Supplemental Indenture relating to 53/4% Senior Notes due 2014 among the Company, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to the Company’s Registration StatementNo. 333-114761 onForm S-4, are incorporated by reference herein.   4.8 Specimen of 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.   
4.6 Second Supplemental Indenture relating to 63/8% Senior Notes due 2011 among the Company, the Guarantors and Sun Trust Bank, Atlanta, dated June 30, 2004, filed as an exhibit to the Company’s registration statementNo. 333-119228 onForm S-4, is incorporated by reference herein.   4.9 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.   
4.7 Third Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated May 3, 2006, is incorporated by reference herein.   4.10 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.   
4.8 Fourth Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.   4.11 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.   
4.12 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.   


         
    Sequential
Exhibit
   Page
Number
 Description 
Number
 
 4.9 Fifth Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Notes by and between the Company, the Guarantors, and the Trustee, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.    
 4.10 Specimen of 53/4% Senior Notes due 2014, filed as an exhibit to the Company’s Registration StatementNo. 333-114761 onForm S-4, is incorporated by reference herein.    
 4.11 Specimen of 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.    
 4.12 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.    
 4.13 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.    
 4.14 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.    
 4.15 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.    
 4.16 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.    
 4.17 Specimen of 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.    
 4.18 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.    
 4.19 Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 30, 2009, is incorporated by reference herein.    
 4.20 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 30, 2009, is incorporated by reference herein.    
 10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.    
 10.2* Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.3* 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 the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.4* KB Home 1986 Stock Option Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.5* KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    


         
    Sequential
Exhibit
   Page
Number
 Description 
Number
 
 10.6* Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to the Company’s 2007 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.7 Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order, filed as an exhibit to the Company’s 2007 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.8* KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.9* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.10* KB Home Unit Performance Program, filed as an exhibit to the Company’s 1996 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.11* KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.12 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to the Company’s 1998 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.13 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 the Company’s 1999 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.14* Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.15* Form of Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.    
 10.16* Form of Incentive Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.    
 10.17* Form of Restricted Stock Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.    
 10.18* Form of Amended and Restated 1999 Incentive Plan Stock Appreciation Right Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.19* Form of Amended and Restated 1999 Incentive Plan Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.20* Amended and Restated Employment Agreement of Bruce Karatz, dated July 11, 2001, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2001, is incorporated by reference herein.    
 10.21* Tolling Agreement, dated as of November 12, 2006, by and between the Company and Bruce Karatz, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.    
 10.22* KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    


         
    Sequential
Exhibit
   Page
Number
 Description 
Number
 
 10.23* Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.24* Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.25* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.26* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.27* KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.28* KB Home Death Benefit Only Plan, filed as an exhibit to the Company’s 2001 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.29* Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.30* KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.31 KB Home Non-Employee Directors Stock Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.32 Revolving Loan Agreement, dated as of November 22, 2005, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 23, 2005, is incorporated by reference herein.    
 10.33 First Amendment, dated as of October 10, 2006, to the Revolving Loan Agreement dated as of November 22, 2005 among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 19, 2006, is incorporated by reference herein.    
 10.34 Second Amendment to the Revolving Loan Agreement dated as of November 22, 2005 among KB Home, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 12, 2006, is incorporated by reference herein.    
 10.35 Third Amendment Agreement, dated August 17, 2007, to Revolving Loan Agreement, dated as of November 22, 2005, between the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.    
 10.36 Fourth Amendment Agreement, dated January 25, 2008, to Revolving Loan Agreement, dated as of November 22, 2005, between the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated January 28, 2008, is incorporated by reference herein.    
 10.37 Fifth Amendment, dated August 28, 2008, to Revolving Loan Agreement, dated as of November 22, 2005, among the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 29, 2008, is incorporated by reference herein.    


                
   Sequential
   Sequential
Exhibit
Exhibit
   Page
Exhibit
   Page
Number
Number
 Description 
Number
Number Description Number
10.38* Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.   4.13 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.   
10.39* Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.   4.14 Specimen of 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.   
10.40* Amended and Restated 1999 Incentive Plan Performance Stock Agreement between the Company and Jeffrey T. Mezger, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 18, 2007, is incorporated by reference herein.   4.15 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.   
10.41* Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.   4.16 Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 30, 2009, is incorporated by reference herein.   
10.42* 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 the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.   4.17 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 30, 2009, is incorporated by reference herein.   
10.43* Form of Phantom Share Agreement for Non-Senior Management, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.   10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.   
10.44* Form of Over Cap Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.   10.2* Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.   
10.45* Description of fiscal year 2007 bonus arrangements with the Company’s Named Executive Officers and description of fiscal year 2008 annual incentive compensation arrangements with executive officers, each determined on January 22, 2008, filed on the Company’s Current Report onForm 8-K dated January 25, 2008, is incorporated by reference herein.   10.3* 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 the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.   
10.46* Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 15, 2008, is incorporated by reference herein.   10.4* KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.   
10.47* KB Home Executive Severance Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2008, is incorporated by reference herein.   10.5* Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to the Company’s 2007 Annual Report on Form 10-K, is incorporated by reference herein.   
10.48* Description of Fiscal Year 2009 Long-Term Incentive Awards to the Company’s Named Executive Officers granted on October 2, 2008, filed on the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.   10.6 Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order, filed as an exhibit to the Company’s 2007 Annual Report on Form 10-K, is incorporated by reference herein.   
10.49* Form of Fiscal Year 2009 Stock Appreciation Rights Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.   10.7* KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.   
10.50* Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.   10.8* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.   
10.51* KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to the Company’s Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders, is incorporated by reference herein.   10.9* KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.   
10.52 Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2009, is incorporated by reference herein.   10.10 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to the Company’s 1998 Annual Report onForm 10-K, is incorporated by reference herein.   
10.53† Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009.   10.11 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 the Company’s 1999 Annual Report onForm 10-K, is incorporated by reference herein.   


         
    Sequential
Exhibit
   Page
Number
 Description 
Number
 
 10.54*†.12* Offer LetterAmended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to Raymond P. Silcock dated September 1, 2009.the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.55*†.13* SeparationForm of Non-Qualified Stock Option Agreement betweenunder the CompanyCompany’s Amended and Raymond P. Silcock dated December 16, 2009 and supplemental letter dated December 18, 2009.Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.    
 1210.1†.14* ComputationForm of Ratio of EarningsRestricted Stock Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to Fixed Charges.the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.    
 2110.15* Subsidiaries ofKB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Registrant.Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 2310.16* ConsentForm of Independent Registered Public Accounting Firm.Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.    
 3110.1†.17* CertificationForm of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home PursuantStock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to Section 302 of the Company’s 2006 Annual Report onSarbanes-OxleyForm 10-K, Act of 2002.is incorporated by reference herein.    
 3110.2†.18* Certification of William R. Hollinger, Senior Vice President and Chief Accounting Officer of KB Home PursuantNonqualified Deferred Compensation Plan with respect to Section 302 ofdeferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to the Company’s 2001 Annual Report onSarbanes-OxleyForm 10-K, Act of 2002.is incorporated by reference herein.    
 3210.1†.19* Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home PursuantNonqualified Deferred Compensation Plan with respect to 18 U.S.C. Section 1350,deferrals on and after January 1, 2005, effective January 1, 2009, filed as Adopted Pursuantan exhibit to Section 906 of theSarbanes-Oxley Act of 2002. Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 3210.2†.20* Certification of William R. Hollinger, Senior Vice President and Chief Accounting Officer of KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.21*KB Home Death Benefit Only Plan, filed as an exhibit to the Company’s 2001 Annual Report on Form 10-K, is incorporated by reference herein.
10.22*Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.23*KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.24*Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.
10.25*Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.26*Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
10.27*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 the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.


         
    Sequential
Exhibit
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Number Description Number
 
 10.28* Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 15, 2008, is incorporated by reference herein.    
 10.29* KB Home Executive Severance Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2008, is incorporated by reference herein.    
 10.30* Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.    
 10.31* KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to the Company’s Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders, is incorporated by reference herein.    
 10.32 Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2009, is incorporated by reference herein.    
 10.33 Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009, filed as an exhibit to the Company’s 2009 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.34 Form of Indemnification Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated April 2, 2010, is incorporated by reference herein.    
 10.35* KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, is incorporated by reference herein.    
 10.36* Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 20, 2010, is incorporated by reference herein.    
 10.37* Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 20, 2010, is incorporated by reference herein.    
 10.38* Agreement, dated July 15, 2010, between the Company and Wendy C. Shiba, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010, is incorporated by reference herein.    
 10.39* Form of Fiscal Year 2011 Restricted Cash Award Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated October 13, 2010, is incorporated by reference herein.    
 10.40*† KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger.    
 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 theSarbanes-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 theSarbanes-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 theSarbanes-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 theSarbanes-Oxley Act of 2002.    


Sequential
Exhibit
Page
NumberDescriptionNumber
101The following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2010, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of theSarbanes-Oxley Securities Act of 2002.1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.    
 
 
* Management contract or compensatory plan or arrangement in which executive officers are eligible to participate.
 
† Document filed with thisForm 10-K.