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, 2006
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 classon 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
91/2% Senior Subordinated Notes due 2011
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 o  No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange 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 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act.
Large accelerated filerþAccelerated fileroNon-accelerated filero
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, 2006 was $4,675,498,342, including 12,412,982 shares held by the registrant’s grantor stock ownership trust and excluding 23,183,707 shares held in treasury.
The number of shares outstanding of each of the registrant’s classes of common stock on December 31, 2006 was as follows: Common Stock (par value $1.00 per share) 89,374,122 shares, including 12,340,782 shares held by the registrant’s grantor stock ownership trust and excluding 25,274,482 shares held in treasury.
Documents Incorporated by Reference
Portions of the registrant’s definitive Proxy Statement for the 2007 Annual Meeting of Stockholders (incorporated into Part III).


TABLE OF CONTENTS

PART I
Item 1. BUSINESS
Item 1A.RISK1A. RISK FACTORS
Item 1B.UNRESOLVED1B. UNRESOLVED STAFF COMMENTS
Item 2.PROPERTIES2. PROPERTIES
Item 3. LEGAL PROCEEDINGS
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 6. SELECTED FINANCIAL DATA
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Item 9A. CONTROLS AND PROCEDURES
Item 9B. OTHER INFORMATION
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX-10.21
EX-10.31
EX-10.32
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KKB HOME
þ     Annual Report Pursuant to Section 13 or 15(d) of     
the Securities Exchange Act of 1934
For the Fiscal Year Ended November 30, 2005
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 classon 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
91/2% Senior Subordinated Notes due 2011
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 Exchange Act.
Yes oNo 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 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 this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act.
Large accelerated filerþAccelerated fileroNon-accelerated filero
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes oNo þ
The aggregate market value of voting stock held by non-affiliates of the registrant on May 31, 2005 was $6,480,180,683, including 14,152,930 shares held by the registrant’s grantor stock ownership trust and excluding 17,015,587 shares held in treasury.
The number of shares outstanding of each of the registrant’s classes of common stock on December 31, 2005 was as follows: Common Stock (par value $1.00 per share) 94,297,875 shares, including 12,994,780 shares held by the registrant’s grantor stock ownership trust and excluding 19,720,516 shares held in treasury.
Documents Incorporated by Reference
Portions of the registrant’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders (incorporated into Part III).


KB HOME
FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 20052006
TABLE OF CONTENTS
       
    Page
    No.
 
Explanatory Note  1 
PART I
Item 1. Business  14 
Item 1A. Risk Factors  1314 
Item 1B. Unresolved Staff Comments  1819 
Item 2. Properties  1819 
Item 3. Legal Proceedings  1819 
Item 4. Submission of Matters to a Vote of Security Holders  1820 
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  2022 
Item 6. Selected Financial Data  2123 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations  2225 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk  3542 
Item 8. Financial Statements and Supplementary Data  3743 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  7191 
Item 9A. Controls and Procedures  7191 
Item 9B. Other Information  7192 
PART III
Item 10. Directors and Executive Officers of the Registrant  7292 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  7393 
PART IV
Item 15. Exhibits and Financial Statement Schedules  7494 
Signatures  7798 


EXPLANATORY NOTE
We are restating our consolidated financial statements to reflect additional stock-based compensation expense and related income tax effects relating to annual stock option awards granted since 1998. ThisForm 10-K reflects the restatement of our consolidated financial position as of November 30, 2005 and our consolidated results of operations and cash flows for the years ended November 30, 2005 and 2004. We have also included under Item 6. Selected Financial Data restated financial information as of and for the years ended November 30, 2003 and 2002.
Background
In light of various media reports that stock options had been backdated at a number of public companies, and in conjunction with a request from the Chairman of the Audit and Compliance Committee of our board of directors, in May 2006 our internal legal department began a preliminary review of our annual stock option grant practices.
On July 25, 2006, we commenced a voluntary independent review of our stock option grant practices (the “Stock Option Review”) to determine whether we had used appropriate measurement dates for, among other awards, the twelve annual stock option grants we made from January 1995 to November 2005. The Stock Option Review was directed by a subcommittee of our Audit and Compliance Committee (the “Subcommittee”) — consisting solely of outside directors who have never served on our Management Development and Compensation Committee (the “Compensation Committee”) — with the advice of independent counsel and forensic accountants. The Subcommittee and its advisors conducted 66 interviews, including seven with current and former members of our Compensation Committee, and collected more than 1.2 million documents relating to our stock option grant practices from 64 individuals.
On November 12, 2006, we announced that the Subcommittee had substantially completed its investigation and concluded that we had used incorrect measurement dates for financial reporting purposes for the eight annual stock option grants made since 1998. At the same time, we announced the departure of our Chairman and Chief Executive Officer and our head of human resources.
On December 8, 2006, we filed a Current Report onForm 8-K announcing that our management, in consultation with the Audit and Compliance Committee and after discussion with our independent registered public accounting firm, had determined that our previously issued consolidated financial statements and any related audit reports for the years ended November 30, 2005, 2004 and 2003, and the interim consolidated financial statements included in our Quarterly Reports onForm 10-Q for the quarters ended February 28, 2006 and May 31, 2006, should no longer be relied upon and would be restated.
Findings
The evidence developed through the Stock Option Review indicates that our Compensation Committee met in October each year since 1998 to consider and approve annual stock option awards for the next year. At those meetings, our Compensation Committee specifically approved the number of stock options to be granted to our former Chief Executive Officer and other senior management and an unallocated block of stock options to be allocated by our former Chief Executive Officer and our former head of human resources to other employees.
In addition to allocating annual stock options among other employees, starting with the annual stock option grant approved by the Compensation Committee in October 1998, our former Chief Executive Officer and former head of human resources also selected the grant date. The Subcommittee discovered evidence confirming or, in some years, suggesting that hindsight was used to secure favorable exercise prices for seven of the eight annual stock option grants since 1998. Grants in 1999, 2000 and 2001 were made at the lowest closing stock price during the grant month. The Subcommittee discovered direct evidence that the 2001 grant was priced with hindsight to secure favorable pricing, and the Subcommittee concluded that the evidence it reviewed suggests that hindsight pricing was used for the 1999 and 2000 grants as well. The Subcommittee also found that there is evidence that hindsight was used for the three annual grants made from 2003 to 2005, but within a floatingthree-day window as a result of the Securities and Exchange Commission’s (“SEC”) accelerated filing requirements for reports of stock transactions by executive officers.
Involvement in, and knowledge of, the hindsight pricing practices by our senior management, based on the evidence developed through the Stock Option Review, was limited to our former Chief Executive Officer and our former head of human resources. The Subcommittee concluded that these hindsight pricing practices did not involve any of our current


1


senior management, including our new Chief Executive Officer, our principal financial officer or our principal accounting officer, nor were any of those individuals aware of these practices. The Subcommittee further concluded that none of our other accounting or finance employees were involved in, or aware of, the hindsight pricing practices.
Stock Option Adjustments and Related Actions
As part of its review, the Subcommittee determined whether the correct measurement dates had been used under applicable accounting principles for these options. The “measurement date” means the date on which the option is deemed granted under applicable accounting principles, namely Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB Opinion No. 25”) and related interpretations, and is the first date on which all of the following are known: (a) the individual employee who is entitled to receive the option grant, (b) the number of options that an individual employee is entitled to receive, and (c) the option’s exercise price.
Based on the findings of the Subcommittee, we have changed the measurement dates we use to account for the annual stock option grants since 1998 from the grant dates selected by our former Chief Executive Officer and our former head of human resources to the dates our employees were first notified of their grants. These measurement date changes resulted in an understatement of stock-based compensation expense arising from each of our annual stock option grants since 1998, affecting our consolidated financial statements for each year beginning with our year ended November 30, 1999. We have determined that the aggregate understatement of stock-based compensation expense for the seven-year restatement period from 1999 through 2005 is $36.3 million. In connection with the restatement of our consolidated financial statements to reflect the stock-based compensation adjustments associated with the stock option measurement date changes, we recorded an aggregate increase of $4.8 million in our income tax provision for the seven-year restatement period. This amount represents the cumulative income tax impact related to Internal Revenue Code (“IRC”) Section 162(m), partially offset by the income tax impact of the additional stock-based compensation expense. The stock-based compensation expense and related income tax impacts reduced net income by $41.1 million for the years ended November 30, 1999 through 2005. The related tax effects on our consolidated balance sheet included an increase of $72.3 million in accrued expenses and other liabilities, and a decrease of $77.8 million in stockholders’ equity. See Note 2. Restatement of Consolidated Financial Statements in the Notes to Consolidated Financial Statements in thisForm 10-K for the impacts on our consolidated financial statements.
After considering the application of Section 409A of the IRC to our annual stock option grants, in December 2006 we increased the exercise price of certain annual stock options and will pay the difference to our current employees in the first quarter of our year ended November 30, 2007. This amount is not expected to exceed $7.0 million.
Other Adjustments
In addition to the adjustments related to the Stock Option Review, the restated consolidated financial statements presented herein include an adjustment to increase the income tax provision and reduce goodwill in 2004 and 2005 in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) to reflect the income tax benefit realized for the excess of tax-deductible goodwill over the reported amount of goodwill. The aggregate impact of this adjustment on 2004 and 2005 was a $7.8 million increase in the income tax provision with a corresponding reduction in goodwill. This adjustment is not related to the Stock Option Review.
Restatement
We have restated our consolidated financial statements for the years ended November 30, 2005 and 2004 and our quarterly results for the periods reflected in thisForm 10-K. Because the impacts of the restatement adjustments extend back to the year ended November 30, 1999, in these restated consolidated financial statements, we have recognized the cumulative stock-based compensation expense and related income tax impact through November 30, 2003 as a net decrease to beginning stockholders’ equity as of December 1, 2003. In addition, for purposes of Item 6. Selected Financial Data for the years ended November 30, 2003 and 2002, the cumulative stock-based compensation expense from December 1, 1998 through November 30, 2001 has been recognized as a decrease to beginning stockholders’ equity as of December 1, 2001 and the 2002 and 2003 impacts associated with such items have been reflected in our consolidated balance sheet and statement of income data set forth in Item 6. Selected Financial Data in thisForm 10-K.


2


The table below reflects the impacts of the restatement adjustments discussed above on our consolidated statements of income for the periods presented below (in thousands):
                     
              Cumulative
 
              December 1, 1998
 
              through
 
  Years Ended November 30,  November 30,
 
Category of Adjustments:
 2005 (a)  2004 (a)  2003 (b)  2002 (b)  2001 (c) 
 
Pretax stock-based compensation expense related to stock option measurement date changes (d) $5,809  $2,366  $3,443  $6,684  $17,977 
                     
Income tax impact on measurement date changes  (1,500)  (500)  (700)  (1,200)  (3,200)
Income tax impact related to IRC Section 162(m)  10,300   1,300   100   200    
                     
Total income tax impact related to stock option measurement date changes  8,800   800   (600)  (1,000)  (3,200)
Other income tax adjustments (e)  4,100   3,700          
                     
Total income tax adjustments  12,900   4,500   (600)  (1,000)  (3,200)
                     
Total net charge to net income $18,709  $6,866  $2,843  $5,684  $14,777 
                     
(a)See Note 2. Restatement of Consolidated Financial Statements in the Notes to Consolidated Financial Statements included in thisForm 10-K for additional information regarding the adjustments made to our restated consolidated financial statements.
(b)The impacts on 2003 and 2002 have been reflected in Item 6. Selected Financial Data in thisForm 10-K.
(c)The cumulative effect of the stock-based compensation adjustments from December 1, 1998 through November 30, 2001 is reflected as an adjustment to stockholders’ equity in the 2002 period in Item 6. Selected Financial Data. The following is a summary of the pretax and after-tax expense by year (in thousands):
                 
  Pretax
  Income Tax
  Net Charge to
    
Years Ended November 30,
 Adjustments  Adjustments  Net Income    
 
1999 $4,319  $(800) $3,519     
2000  5,773   (1,000)  4,773     
2001  7,885   (1,400)  6,485     
                 
Cumulative effect $17,977  $(3,200) $14,777     
                 
(d)Stock-based compensation expenses have been recorded as adjustments to the selling, general and administrative expenses line item in our consolidated statements of income for each period.
(e)This represents the income tax impact from a goodwillbook/tax difference and is not related to the Stock Option Review.
The effects of these restatements are reflected in our consolidated financial statements and other supplemental data, including the unaudited quarterly data for 2006 and 2005 and selected financial data included in thisForm 10-K. We have not amended and do not intend to amend any of our previously filed annual or quarterly reports.
As a result of our failure to file our Quarterly Report on Form 10-Q for the quarter ended August 31, 2006 on a timely basis, we will not be eligible to use our shelf registration statement, or any other registration statement onForm S-3, to offer or sell our securities until we have timely filed all required reports under the Securities Exchange Act of 1934 for the 12 months prior to our use of the registration statement.


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PART I
Item 1. BUSINESS
General
 
General
KB Home, is one of America’s premier homebuilders. Kaufman & Broad S.A. (“KBSA”), our publicly-traded French subsidiary, is one of the leading homebuilders in France. Founded in 1957, and winner of the 2004 American Business Award for Best Overall Company, KB Home is a Fortune 500 company founded in 1957 and listed on the New York Stock Exchange under the ticker symbol “KBH.“KBH,KBSA, which buildsis one of America’s largest homebuilders. We also build residences and commercial projects in addition to single-family homes and high density residential properties in France through our subsidiary Kaufman & Broad S.A. (“KBSA”), which is publicly traded on the Premier Marché of theEuronext Paris Bourse under the ticker symbol “KOF.”
 
In 2005,2006, we delivered 37,140 homes in 541 communities anda total of 39,013 homes. We generated total revenues of $9.44$11.00 billion and pretax income of $1.30 billion,$698.1 million, up 34%17% and 81%down 46%, respectively, from 2004. We have two financial reporting segments, construction and financial services. 2005.
In 2005, our construction segment accounted for 99% of both total revenues and pretax income. Our construction segment consists primarily of homebuilding operations in the United States, we offer a variety of residential units designed for first-time,move-up, luxury and France.active adult buyers, including attached and detached single-family homes, townhomes and condominiums. We offer residential units in development communities, at urban in-fill locations and as part of mixed use projects. We use the terms “home” and “unit” to refer to a single-family residence, whether it is an attacheda single-family home town home or condominium. Byother type of residential property. We use the term “community” we meanto refer to a single development in which homes are constructed as part of an integrated plan.
 We offer a variety of homes that are designed to appeal to a wide range of buyers, including first-time and move-up homebuyers as well as luxury and active adult buyers. The average selling price
Reflecting the geographic diversity of our homes in 2005 was $252,100, up 15% from 2004. Domestically,business, we have five construction reporting segments — West Coast, Southwest, Central, Southeast and France. Our construction pretax income accounted for 95% of our total pretax income in 2006.
We also operate a geographically diversefinancial services segment which offers mortgage banking, title, insurance and escrow coordination services to our homebuyers in the United States.
We are a Delaware corporation with principal executive offices 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://www.kbhome.com. Our Spanish-language website is http://www.kbcasa.com. In addition, location and community information is available at (888)KB-HOMES. The website of KBSA is http://www.ketb.com.
Markets
Our homebuilding operations in the United States span the country from coast to coast. KBSA’s operations in France cover a significant portion of that country. Because of the geographic reach of our homebuilding business, we have created five operating segments based on the markets in which as of November 30, 2005, operatedwe construct homes. Within our four U.S. construction segments, we operate in the following four regions comprised of 1415 states serving 39and 40 major markets:markets shown below:
     
RegionSegment StateState(s) MarketsMarket(s)
 
West Coast California Bakersfield, Fresno, Los Angeles, Oakland, Riverside,
Sacramento, San Diego and Stockton
Southwest Arizona Phoenix and Tucson
  Nevada Las Vegas and Reno
  New Mexico Albuquerque
Central Colorado DenverColorado Springs and Colorado SpringsDenver
  Illinois Chicago
  Indiana Indianapolis
  LouisianaBaton Rouge and New Orleans
Texas Austin, Dallas/Fort Worth, Houston, McAllen and
San Antonio
Southeast Florida Daytona Beach, Fort Myers, Jacksonville, Lakeland,
Melbourne, Orlando, Port St. Lucie, Sarasota and Tampa
  Georgia Atlanta
  Maryland Baltimore and Washington, D.C.
  North Carolina Charlotte and Raleigh
  South Carolina Bluffton/Hilton Head, Charleston Columbia and GreenvilleColumbia
  Virginia Washington, D.C.
      Our financial services segment provides mortgage banking services to our domestic homebuyers through Countrywide KB Home Loans, a joint venture with Countrywide Financial Corporation (“Countrywide”) established on September 1, 2005. Prior to September 1, 2005, we offered mortgage banking services directly through KB Home Mortgage Company (“KBHMC”), our wholly-owned financial services subsidiary.
      We are a Delaware corporation with principal executive offices 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://www.kbhome.com. Our Spanish-language website is http://www.kbcasa.com. In addition, location and community information is available at (888)KB-HOMES. The website of KBSA is http://www.ketb.com.


4

1


Markets
In France, KBSA’s principal market is metropolitan Paris, where it built 65% of its individual homes and 25% of its condominium units in 2006. KBSA also operates in the Alsace, Aquitaine, Cote d’ Azur,Languedoc-Roussillon, Midi-Pyrenees, Nord, Normandy and Rhone Alps regions, principally in the main cities of Bordeaux, Grenoble, Lille, Lyon, Marseille, Nantes, Nice, Rouen, Strasbourg and Toulouse.
Segment Operating Information.  The following table sets forth unit deliveries, average selling prices and totalspecific operating information for our construction revenuessegments for the years ended November 30, 2006, 2005 2004 and 2003 (excluding the effects of unconsolidated joint ventures) for each of our regions:2004:
              
  Years Ended November 30,
   
  2005 2004 2003
       
West Coast:            
 Unit deliveries  6,624   5,383   5,549 
 Percent of total unit deliveries  18%  17%  20%
 Average selling price $460,500  $411,500  $353,900 
 Total construction revenues (in millions)(1) $3,050.5  $2,215.2  $1,971.5 
Southwest:            
 Unit deliveries  7,357   7,478   6,695 
 Percent of total unit deliveries  20%  23%  25%
 Average selling price $265,600  $202,600  $178,100 
 Total construction revenues (in millions)(1) $1,964.5  $1,518.0  $1,195.7 
Central:            
 Unit deliveries  9,866   9,101   7,659 
 Percent of total unit deliveries  27%  29%  28%
 Average selling price $157,600  $151,300  $149,400 
 Total construction revenues (in millions)(1) $1,559.0  $1,385.9  $1,155.3 
Southeast:            
 Unit deliveries  7,162   4,975   3,504 
 Percent of total unit deliveries  19%  16%  13%
 Average selling price $215,100  $171,700  $156,200 
 Total construction revenues (in millions)(1) $1,549.3  $855.4  $548.0 
France:            
 Unit deliveries  6,131   4,709   3,924 
 Percent of total unit deliveries  16%  15%  14%
 Average selling price(2) $206,300  $211,500  $202,600 
 Total construction revenues (in millions)(1)(2) $1,287.0  $1,033.8  $904.9 
Total:            
 Unit deliveries  37,140   31,646   27,331 
 Average selling price(2) $252,100  $219,900  $206,500 
 Total construction revenues (in millions)(1)(2) $9,410.3  $7,008.3  $5,775.4 
 
             
  Years Ended November 30, 
  2006  2005  2004 
West Coast:            
Unit deliveries  7,213   6,624   5,383 
Percent of total unit deliveries  18%  18%  17%
Average selling price $489,500  $460,500  $411,500 
Total revenues (in millions) (a) $3,531.3  $3,050.5  $2,215.2 
Southwest:            
Unit deliveries  7,011   7,357   7,478 
Percent of total unit deliveries  18%  20%  23%
Average selling price $306,900  $265,600  $202,600 
Total revenues (in millions) (a) $2,183.8  $1,964.5  $1,518.0 
Central:            
Unit deliveries  9,613   9,866   9,101 
Percent of total unit deliveries  25%  27%  29%
Average selling price $159,800  $157,600  $151,300 
Total revenues (in millions) (a) $1,553.3  $1,559.0  $1,385.9 
Southeast:            
Unit deliveries  8,287   7,162   4,975 
Percent of total unit deliveries  21%  19%  16%
Average selling price $244,300  $215,100  $171,700 
Total revenues (in millions) (a) $2,091.4  $1,549.3  $855.4 
France:            
Unit deliveries  6,889   6,131   4,709 
Percent of total unit deliveries  18%  16%  15%
Average selling price (b) $230,400  $206,300  $211,500 
Total revenues (in millions) (a) (b) $1,623.7  $1,287.0  $1,033.8 
Total:            
Unit deliveries  39,013   37,140   31,646 
Average selling price (b) $277,600  $252,100  $219,900 
Total revenues (in millions) (a) (b) $10,983.5  $9,410.3  $7,008.3 
(1)(a) Total construction revenues include revenues from residential development,developments, land sales, and, in France, commercial activities and land sales.activities.
(2)(b) Average selling prices and total construction revenues for our French operations have been translated into U.S. dollars using weighted average exchange rates for each period.
 Our homebuilding operations have become geographically more diverse in recent years as a result of organic growth in our existing markets, our entry into new markets (“de novo entry”) and our acquisitions of regional homebuilders. In the early 1990s, we built virtually all of our homes in the California and Paris, France markets. Today, our U.S. operations span the country from coast to coast and KBSA has significantly expanded its operations in France. We believe this increased geographic diversity reduces the risk that a drop in demand in individual markets will adversely affect our overall financial results or financial condition. We also believe our geographic expansion in recent years has been a key driver of our growth. Since 2000, our unit deliveries have grown at a compound annual rate of 11%, and our total revenues and earnings per diluted share have increased at compound annual rates of 19% and 29%, respectively.
      To enhance our operating capabilities in regional submarkets, we conducted our domestic homebuilding business in 2005 through seven divisions in California, six divisions in Florida, five divisions in Texas, two divisions in each of Arizona and North Carolina, and one division in each of Colorado, Georgia, Illinois, Indiana, Nevada, New Mexico, South Carolina and the Washington D.C. area. In addition, we operated 27 KB Home Studios in 2005, which are large

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showrooms where our customers may select from thousands of options to conveniently purchase as part of the original construction of their homes. In France, KBSA operates our construction business through two residential divisional offices, one commercial property office and three home studios.
West Coast. Our West Coast region, comprised of divisions in Northern and Southern California, accounted for 18% of our total unit deliveries in 2005 compared to 17% in 2004 and 20% in 2003. We delivered 6,624 homes in our West Coast region in 2005, an increase of 23% from the 5,383 units delivered in 2004. During 2005, we operated an average of 71 communities in our West Coast region compared with 60 in 2004.
      In Southern California, we conduct our homebuilding activities in the markets of Kern, Los Angeles, Orange, Riverside, San Bernardino and San Diego counties. In Northern California, our homebuilding activities are conducted in the markets of Fresno, Oakland, Sacramento and Stockton.
      The communities we develop in our West Coast region generally consist of single-family homes designed for the entry-level, move-up, luxury and active adult markets. These homes ranged in size from approximately 1,200 to 3,700 square feet in 2005 and sold at an average price of $460,500. The average selling price in our West Coast region increased 12% in 2005 from the previous year average of $411,500 primarily due to favorable market conditions supporting higher prices, as well as increases in lot premiums and options sold through our KB Home Studios.
Southwest. Our Southwest region, which includes operations in Arizona, Nevada and New Mexico, accounted for 20% of our unit deliveries in 2005 compared to 23% in 2004 and 25% in 2003. Deliveries from our Southwest region totaled 7,357 units in 2005, essentially flat with the prior year. During 2005, we operated an average of 85 communities in the region compared with 93 in 2004.
      We conduct our Southwest region homebuilding activities in the markets of Phoenix and Tucson, Arizona; Las Vegas and Reno, Nevada; and Albuquerque, New Mexico.
      The communities we develop in our Southwest region consist of single-family homes designed for the entry-level, move-up, luxury and active adult markets. These homes ranged in size from approximately 1,300 to 3,600 square feet in 2005 and sold at an average price of $265,600. The average selling price in our Southwest region increased 31% in 2005 from $202,600 in 2004 as a result of favorable conditions in certain markets and communities, as well as increases in lot premiums and options sold through our KB Home Studios.
Central. Our Central region, which includes operations in Colorado, Illinois, Indiana and Texas, accounted for 27% of our unit deliveries in 2005 compared to 29% in 2004 and 28% in 2003. Since delivering our first homes in the Central region in 1994, we have substantially grown these operations, both organically and through acquisitions. Our operations in the Central region delivered 9,866 units in 2005, up 8% from 9,101 units in 2004. We operated an average of 168 communities in the region in 2005 compared with 157 in 2004.
      In 2005, we conducted our Central region homebuilding activities in Denver and Colorado Springs, Colorado; Chicago, Illinois; Indianapolis, Indiana; and Austin, Dallas/Fort Worth, Houston, McAllen and San Antonio, Texas.
      The communities we develop in our Central region consist primarily of single-family detached homes designed for the entry-level, move-up and luxury markets. These homes ranged in size from approximately 900 to 4,100 square feet in 2005 and sold at an average price of $157,600, up 4% from $151,300 in 2004 due to favorable conditions in certain markets and communities.
Southeast. Our Southeast region, which includes operations in Florida, Georgia, Maryland, North Carolina, South Carolina and Virginia, accounted for 19% of our home deliveries in 2005, up from 16% in 2004 and 13% in 2003. Our operations in the Southeast region delivered 7,162 units in 2005, up 44% from 4,975 units in 2004, primarily due to our expansion as a result of acquisitions completed in 2004 and 2003. Our operations in Florida have grown significantly since 2003, with unit deliveries more than doubling in the past two years.
      In 2005, we conducted our Southeast region homebuilding activities in Daytona Beach, Fort Myers, Jacksonville, Lakeland, Melbourne, Orlando, Port St. Lucie, Sarasota and Tampa, Florida; Atlanta, Georgia; Baltimore, Maryland; Charlotte and Raleigh, North Carolina; Charleston, Columbia and Greenville, South Carolina; and the Washington, D.C. area.

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      The communities we develop in our Southeast region consist primarily of single-family detached and low density attached homes targeted at the entry-level, move-up and luxury markets. These homes ranged in size from approximately 1,100 to 3,500 square feet in 2005 and sold at an average price of $215,100, up 25% from $171,700 in 2004, primarily due to a change in product mix. During 2005, we operated an average of 110 communities in the region compared with 77 in 2004.
France. In France, we build single-family detached homes and condominiums principally for move-up buyers. In 2005, our residential construction in France consisted of 76% condominiums and 21% single-family homes.
      Our principal market in France is the Ile-de-France region, where we built 63% of our individual homes and 25% of our condominium units in 2005. Our operations in the Ile-de-France region comprise 29% of our unit delivery volume and 42% of our revenues in France. We also havewell-developed homebuilding operations in other regions, principally in the main cities such as Bordeaux, Grenoble, Lille, Lyon, Marseille, Nice, Strasbourg and Toulouse as well as in the Aquitaine, Cote d’Azur, Languedoc-Roussillon, Midi-Pyrénées, Normandy and Rhone Alpes regions.
      In 2005, housing deliveries from our French homebuilding operations increased 30% from the prior year to 6,131 units. In France, we operated an average of 108 communities in 2005 compared with 97 in 2004. Deliveries from our French operations accounted for 16% of our home deliveries in 2005, up slightly when compared to 2004 and 2003. The single-family homes built by our French business ranged in size from approximately 650 to 2,500 square feet in 2005. The average selling price of our homes in France decreased 3% to $206,300 in 2005 from $211,500 in 2004 primarily due to the impact of foreign currency rates and a change in product mix.
      Our French subsidiary also conducts a commercial business which includes the development of commercial office buildings in Paris for sale to institutional investors. Revenues from commercial activities, all located in metropolitan Paris, totaled $5.2 million in 2005, $22.8 million in 2004 and $107.0 million in 2003.
Unconsolidated Joint Ventures.  The above tables do not include deliveries from unconsolidated joint ventures. From time to time, we participate in the acquisition, development, construction and sale of residential properties and commercial projects through unconsolidated joint ventures. These included joint ventures in Arizona, California, Florida, Nevada, New Mexico, Texas, Virginia and France in 2005. Unit deliveries from unconsolidated joint ventures comprisedaccounted for less than 2% of our total unit deliveries for 2005.in 2006.
 Recent Developments. In 2005, we established a Mid-Atlantic division within our Southeast region, covering Maryland and Virginia, to expand de novo into the Washington, D.C. and Baltimore housing markets. We expect to begin delivering homes in the Washington, D.C. area in the latter half of 2006. In 2005, we also expanded our homebuilding operations in the Bakersfield and Fresno, California; Colorado Springs, Colorado; and Reno, Nevada housing markets. Subsequent to the end of our 2005 fiscal year, in response to the aftermath of hurricanes Katrina and Rita, we announced our intention to construct homes in Louisiana through a joint venture with The Shaw Group, Inc.
      We established our KB Urban division in 2005 to further expand our product offerings to include high density and mixed use products, such as condominium complexes and residential/commercial projects, through which we plan to offer the style and comfort of our traditional home products in urban areas of major metropolitan areas. KB Urban’s product offerings are designed to appeal to young and single professionals who wish to live closer to work, transportation and retail centers, as well as to retirees and others who desire to move to urban locations from the suburbs. Consistent with our strategy to expand our business into urban areas, we announced in January 2006 that our KB Urban division intends to participate in a partnership to build a hotel and condominium project in downtown Los Angeles. The project is expected to include 250 luxury condominiums and two separate hotels with a total of 1,100 rooms adjacent to the Los Angeles Convention Center.
Strategy
 
We began operating under the principles of our KBnxt operational business model in 1997. The KBnxt operational business model seeks to generate greater operating efficiencies and return on investment through a disciplined, fact-based


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and process-driven approach to homebuilding that is founded on a constant and systematic assessment of consumer preferences and market opportunities. The key elements of our KBnxt operational business model include:
 • Gaining a detailed understanding of consumer location and product preferences through regular surveys;
 
 • In general, managing our working capital and reducing our operating risks by acquiring developed and entitled land at reasonable prices in markets with high growth potential;potential, and by disposing of land and interests in land that no longer meet our strategic or investment goals;
 
 • Using our knowledge of consumer preferences to design, construct and deliver the products they desire;
 
 • In general, commencing construction of a home only after a purchase contract has been signed and the customer’s application for financing has been approved;signed;
 
 • Building a backlog of sales orders and reducing the time from 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 low base prices and the opportunity to customize their homes though choice of location, floor plans and interior design options.
 To generate
Implementation Strategy.  Through the continued growth through the execution of our KBnxt operational business model, we have concentrated on achieving a leading position in our existing markets, expanding our business into attractive new markets through de novo entry or acquisitions, and expanding our product lines in both our existing and new markets. We believe that thisThis focus has allowed us to achieve lower costs and improved profitability through economies of scale with respect to acquiring land, acquisitions, purchasing building materials, subcontracting labor and providing options to customers.
 Consistent
We will continue to adhere to the disciplines of our KBnxt operational business model in 2007, a year that is likely to present operating challenges similar to those that developed in 2006. We do not expect the difficult conditions currently present in the U.S. housing market, including an oversupply of new and resale home inventories in certain markets, lack of affordability in certain areas and greater competition, to improve significantly, or at all, in 2007. Accordingly, in the short-term, we are focused on aligning the size of our organization with the lower unit volume expected this year and preserving our currentstrong financial condition. We also believe, however, that the general health of the U.S. economy, including historically low interest rates and high employment levels, bodes well for the recovery of the homebuilding industry and our company. Our long-term focus remains the profitable growth strategy, in 2005 we pursued organic growth inof our existing markets andhomebuilding business.
Any expansion into new markets such as Washington, D.C. and downtown Los Angeles, through de novo entry. We also expanded our product line to include high density and mixed use products, such as condominium complexes and commercial/residential projects, supplementing our existing entry-level, move-up, luxury and active adult products. Generally, we expect to follow a similar approach in 2006. Organic growth in existing markets will be driven primarily by increasing the average number of communities we operate. De novo expansion will depend on our assessment of a potential new market’s viability and our ability to develop operations in any new market we decide to enter. The extension of our product line into new product types and with respect to the products we make available in specific markets will be driven by our assessment of consumer preferences and fit within our existing business operations. We also will continue to explore appropriate acquisition opportunities to supplement organic and de novo growthacquisitions as market conditions may result in our business.attractive opportunities.
 
Marketing Strategy.In 2005,2006, we continued our efforts to buildmarketing strategy of building a national brand that stands out from othersother homebuilders by combining a consistently executed marketing program with nationwide promotions and partnerships. We believe this approach has yielded results. In 2006, a study we conducted in each of our industry. To advance this strategy,markets across the United States found that KB Home is the best known homebuilding brand in both aided and unaided awareness.
Our brand recognition continues to benefit from our high-profile partnership with Martha Stewart. In addition to the opening of the first two Martha Stewart communities in 2006, we entered into a licensing and co-marketing agreementpartnered with Martha Stewart Living Omnimedia underon Martha’s Ultimate KB Home Giveaway, a month-long national promotion in conjunction with her syndicated daytime TV show,Martha. The promotion gave viewers a chance to win a Martha Stewart home in their choice of our first two Martha Stewart communities located in North Carolina and Georgia.
A key marketing focus in 2006 was the creation of new marketing tools to reach out to some of our most essential audiences, including real estate brokers, online home shoppers and our current homeowners. These tools include an emphasis on new broker programs and materials for our local markets, as well as an expanded focus on market-specific online advertising. We launched a new email strategy to more effectively communicate timely messages to our prospective homebuyers. We designed a new web site, http://www.kbhomeowner.com, to provide a post-sale service to our homeowners, including information on services in their new neighborhood and a place to store their most important homeowner information online. The http://www.kbhomeowner.com web site, which we launched in January 2007, is


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intended to reinforce our commitment to our customers after they move into their homes and to serve as a vehicle to encourage additional referral business.
In 2007, we plan to launch “KB Home’s Twin Lakes: New Homes Created with Martha Stewart” in March 2006. Located near Raleigh, North Carolina, Twin Lakes will offer customerscontinue to focus on improving the opportunityeffectiveness of our marketing programs and the promotion of a single brand across the United States. We also plan to purchase homes inspired by several of Martha Stewart’s personal residences that embody her unique aesthetic and classic approach to design. In 2006, we hopecontinue to expand this collaborationour Martha Stewart communities to our communities in other areas of the country.
 Our marketing efforts emphasize the quality and choice we provide to customers and our focus on customer service. We believe that our in-house team of architects creates distinctive designs that meet current customer demand. In addition, our KB Home Studios, stand-alone retail showrooms located near our communities, provide thousands of interior design and product options to customers that allow them to customize their homes to suit their tastes. To assure our homes are of high quality, in 2005 we continued to implement the National Association of Homebuilder’s National Housing Quality certification process, which requires a rigorous third party audit of construction practices and quality assurance systems demonstrating a planned, systematic and documented approach to quality. To date, eighteen of our operating divisions have been certified and our other divisions are working to achieve certification.
      We believe our results in the J.D. Power and Associates 2005 New Home Builder Customer Satisfaction Studysm reflect our commitment to customer satisfaction. In 2005, we ranked among the highest three positions in four major U.S. markets and showed overall improvements in seven markets. Our goal is to rank in the top three in every one of our markets across the United States.

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      In France, we introduced the American concept of a master bedroom suite, as well as walk-in closets, built-in kitchen cabinetry and two-car garages. We believe that our value engineering allows us to offer appealing and well-designed homes at competitive prices. Our French operations offer a broad choice of options to customers through new home studios in Paris, Lyon and Marseille that are similar to ourU.S.-based KB Home Studios.
Sales Strategy.  To ensure consistency of our message and adherence to our KBnxt operational business model, the sales of our homes are carried out by anin-house team of sales representatives. Our sales representatives are trained to provide prospective customers with floor plan and design choices, pricing information and tours of fully furnished and landscaped model homes that are decorated to emphasize the distinctive options we can provide to customers. We also have representatives available in many of our U.S. communities to assist prospective customers with financing questions and to provide information on the homebuying process.
 The Internet continues
To help our homebuyers customize their homes, we operate KB Home Studios in many of our markets. KB Home Studios are large showrooms where our customers may select from thousands of options to have a profound impact on the way people shop for homes today. Our consumer website, http://www.kbhome.com, includes features and tools to benefit visitors, including a Spanish-language versionconveniently purchase as part of the entire site, a video touroriginal construction of thetheir homes. The coordinated efforts of sales representatives, KB Home Studio consultants and other personnel in the customer’s homebuying experience are intended to convey allprovide high levels of customer satisfaction and lead to enhanced customer retention and referrals.
In France, we introduced the choicesAmerican concept of a master bedroom suite, as well as walk-in closets, built-in kitchen cabinetry and products availabletwo-car garages. We believe that our value engineering allows us to offer appealing and well-designed homes at competitive prices. Our French operations offer a broad choice of options to customers through new home studios in our retail design environment, a calculatorParis, Lyon, Marseille and Nice that demonstratesare similar to first-time buyers the financial impact of owning a home with a savings estimate versus their current rent, streaming video testimonials from actualourU.S.-based KB homeowners and an online customer care area to support our homeowners. We continue to expand our online efforts and anticipate adding new features to the website in 2006.Home Studios.
Local Expertise
 
We 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 keyed to local demand, to anticipate customerconsumer tastes in specific markets and to assess the local regulatory environment.environments. Accordingly, our divisional structure is designedwe operate through local divisions that we establish to utilizetake advantage of our local market expertise. We have experienced management teams in each of our divisions. Although we have centralized certain functions, such as marketing, advertising, legal, materials purchasing, product development, architecture and accounting, to benefit from economies of scale, our local management continues to exerciseexercises considerable autonomy in identifying land acquisition opportunities, developing product and sales strategies, conducting productionproduct operations and controlling costs. We seek to operate at optimal volume levels in each of our markets in order to maximize our competitive advantages and the benefits of the KBnxt operational business model.
Community Development
 
Our new home community development process generally consists of threefour phases: land acquisition, land development, and home construction and sale. Historically, our community development process has ranged from six to 24 months in our West Coast region to a somewhat shorter duration in our other domestic regions. In France, the community development process has historically ranged from 12 to 30 months. The length of 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 domestic new home communities typically consist of 50 to 250 lots ranging in size from 2,000 to 20,000 square feet on which we build homes for our customers.feet. Depending on the community, we offer from two to five model home design options to customers, with premium lots often containing more square footage, better views or orientationlocation benefits. In France, our single-family home developments typically consist of 50 to 150 lots, with average lot sizes of 5,500 square feet. Our goal is to own or control enough lots to meet our forecasted production goals in the United States and France over the next three to five years.
 
Based on our assessment of market conditions, we will dispose of land inventory holdings that no longer fit our strategic plans or that no longer meet our internal investment standards. We generally accomplish this through sales of land or interests in land or by forfeiting or abandoning options to purchase land.
Land Acquisition and Development.  Prior to our adoption of our KBnxt operational business model in 1997, we typically acquired undeveloped and/or unentitled land on which significantly more than 250 lots could be developed. Since we adopted our KBnxt operational business model, we have focused on obtaining land containing less than 250 lots and have substantially reduced our acquisition of undeveloped and/or unentitled land. Instead, we have focused on


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acquiring lots whichthat are entitled and, either physically developed (referred to as “finished lots”) or partially finished but entitled lots.finished. Acquiring finished or partially finished lots enables us to construct and deliver homes shortly after the land is acquired with littleminimal additional development expenditures. This is a more efficient way to use our working capital and reduces the operating risks associated with having to develop and/or entitle land, such as unforeseen improvement costs

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and/or changes in market conditions. However, depending on market conditions, we may from time to time acquire undeveloped and/or unentitled land, and weland. 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 based on the results of periodic surveys of both new and resale homebuyers in particular markets. Local,in-house land acquisition specialists conduct site selection research and analysis in targeted geographic areas to identify desirable land consistent with our marketing strategy. Studies performed by third-party marketing specialists are also utilized. Some of the factors we consider in evaluating land acquisition targets areare: 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 and commercial growth patterns; estimated costs of completing lot development; and environmental matters. Extensive due diligence is also performed for each land acquisition with the results reported as part of the presentation to senior management prior to acquisition decisions.
 
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 for a small or no initial deposit payment. Our decision to exercise a particular option right is based on the results of the due diligence we conduct after entering into an agreement. In some cases our decision to exercise an option may be conditioned on the land seller’s obtaining necessary entitlements, such as zoning rights and environmental 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 fully or substantially refundable to us if we do not actually 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 by a certain future date with the feasibility of developing and selling homes on the land.land by a certain future date. Our option and other purchase agreements may also allow us to phase our land purchase and/or lot development obligations over a period of time and/or subject toupon 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.
 
As previously noted, 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 perform during an applicable option period technical, environmental, engineering and entitlement feasibility studies, while we seek to obtain necessary governmental approvals and permits. These activities are sometimes done with a seller’s assistance 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 overall financial commitments, including interest and other carrying costs, and land inventories. It also improves our ability to accurately estimate development costs, an important element in planning communities and pricing homes, prior to incurring them.
 
Before we commit to any land purchase, our senior corporate management carefully evaluates each acquisition opportunity based on the results of our local specialists’ due diligence and a set of strict financial measures, including, but not limited to, gross margin analyses and specific discounted after tax cash flow internal rate of return requirements. Prior to 2006, a single “Land Committee,” comprised of several of our highest-ranking executives, reviewed and approved or disapproved all domestic land acquisitions. In 2006, we have implemented a revised land acquisition review and approval process. Potential transactions involving significant financial commitments or that are outside the ordinary course of our business are subject to review and approval by our investment committee, which is composed of our senior executive officers. Smaller but still sizeable potential transactions are subject to review and approval by our corporate land committee, which is composed of senior management experienced in land acquisitions. The smallest potential transactions for the release of non-refundable deposits and the expenditure of entitlement costs are subject to review and approval by our divisional land committees, which are composed of senior divisional and regional management, with further development expenditures subject to prior ratification by our corporate land committee. The stringent criteria guiding our land acquisition decisions has resulted in our geographic expansion to areas which generally offer better returns for lower


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risk and lower cash and capital investment. In France, we also employ similar strategies and policies regarding land acquisition and development.
 
In light of difficult market conditions and a more moderate demand for new homes, we have recently sold some of our land and interests in land, and have abandoned some of our options to acquire land. Consistent with our KBnxt operational business model, we determined that these sold or abandoned properties no longer met our strategic needs or our internal investment standards. 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 to acquire land.
The following table shows the number of lots we owned in various stages of development and under option contracts in our principal marketsconstruction segments as of November 30, 20052006 and 2004.2005. The table does not include approximately 479393 acres and 1,818479 acres optioned in the United States in 20052006 and 2004,2005, respectively, which have not yet been approved for subdivision into lots.
                                  
        Total Lots
  Homes/Lots in Land Under Lots Under Owned or
  Production Development Option Under Option
         
  2005 2004 2005 2004 2005 2004 2005 2004
                 
West Coast  11,439   10,790   6,791   3,889   24,253   18,219   42,483   32,898 
Southwest  13,489   12,884   2,918   3,033   16,183   15,463   32,590   31,380 
Central  19,398   18,244   7,740   11,366   17,638   15,997   44,776   45,607 
Southeast  12,869   9,329   5,616   2,300   42,056   29,681   60,541   41,310 
France  5,942   6,258   2,027   230   2,216   2,664   10,185   9,152 
                         
 Total  63,137   57,505   25,092   20,818   102,346   82,024   190,575   160,347 
                         
 Our domestic land inventories have become significantly more geographically diverse in the last decade, primarily
                                 
           Total Lots
 
  Homes/Lots in
  Land Under
  Lots Under
  Owned or
 
  Production  Development  Option  Under Option 
  2006  2005  2006  2005  2006  2005  2006  2005 
 
West Coast  10,957   11,439   4,387   6,791   11,762   24,253   27,106   42,483 
Southwest  9,773   13,489   2,338   2,918   11,101   16,183   23,212   32,590 
Central  12,799   19,398   6,856   7,740   5,448   17,638   25,103   44,776 
Southeast  10,576   12,869   6,034   5,616   19,436   42,056   36,046   60,541 
France  7,877   5,942   2,635   2,027   8,569   2,216   19,081   10,185 
                                 
Total  51,982   63,137   22,250   25,092   56,316   102,346   130,548   190,575 
                                 
Reflecting our geographic diversity and balanced operations, as a result of our extensive domestic expansion outside of the West Coast region and across the United States. As of November 30, 2005, 22%2006, 21% of the lots we owned or controlled were located in the West Coast region, 17%reporting segment, 18% were in the Southwest region, 24%reporting segment, 19% were in the Central region, 32%reporting segment, 27% were in the Southeast regionreporting segment and 5%15% were in France.
 
Home Construction and Sale.  Following the purchase of land and, if necessary, the completion of the entitlement process, we typically begin marketing homes 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. The construction of our homes is generally contingent upon customer orders to minimize the costs and risks of standing inventory. As a resultHowever, cancellations of our implementing the KBnxt operational business model, the percentage of sold inventory in production in our domestic operations has increased dramatically and was 88% as of November 30, 2005. At year-end 1996,home purchase contracts prior to the implementationdelivery of our KBnxt operational business model, the percentageunderlying units may cause us to have standing inventory of sold inventory in production was 44%.completed or partially completed units.
 
We act as the general contractor for the majority of our communities and hire subcontractors for all production activities. The use of subcontractors enables us to reduce our investment in direct labor costs, equipment and facilities. Where practical, we use mass production techniques, and prepackaged, standardized components and materials to streamline the on-site production phase. We have also developed systems for national and regional purchasing of certain building materials, appliances and other items to take advantage of economies of scale and to reduce costs through improved pricing and, where available, participation in national manufacturers’ rebate programs. At all stages of production, our own 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 have also emphasized even flow production methods to enhance the quality of our homes, minimize production costs and improve the predictability of our revenues and earnings.
 We generally price our homes in a given community only after we have entered into contracts for the construction of such homes with subcontractors for that community, an approach that improves our ability to estimate gross profits accurately. Wherever possible, we seek to acquire land and construct homes at costs that allow selling prices to be set at levels at or below those of immediate competitors on a per square foot basis, while maintaining appropriate gross margins.
      Our division personnel provide assistance to homebuyers during all phases of the homebuying process and after the home is sold. The coordinated efforts of sales representatives, KB Home Studio consultants, on-site construction superintendents and post-closing customer service personnel in the customer’s homebuying experience is intended to provide high levels of customer satisfaction and lead to enhanced customer retention and referrals. In our domestic homebuilding operations, we provide customers with a limited home warranty program administered by personnel in each of our divisions. This arrangement is designed to give our customers prompt and efficient post-delivery service. For homes sold in the United States, we generally provide a structural warranty of 10 years, a warranty on electrical, heating,

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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 such as appliances.


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Backlog
 
Sales of our homes are made pursuant to standard salespurchase contracts, which generally require a customer deposit at the time of execution and an additional payment upon mortgage approval.execution. We generally permit customers to cancel their obligations and obtain refunds of all or a portion of their depositsdeposit in the event mortgage financing cannot be obtained within a period of time, as specified in the contract. Once mortgage financing approval is obtained, we generally require an additional deposit.
 “Backlog”
“Backlog” consists of homes which are under contract but have not yet been delivered. Ending backlog represents the number of units in backlog from the previous period plus the number of net orders (sales made less cancellations) taken during the current period minus unit deliveries made during the current period. The backlog at any given time will be affected by cancellations. In addition, deliveries of new homes typically increase from the first to the fourth quarter in any year.
 
Our backlog at November 30, 2005,2006, excluding the effects of unconsolidated joint ventures, reached 25,722totaled 17,384 units, up 27%down 32% from the 20,28025,722 backlog units at year-end 2004.2005. Our backlog ratio was 53% for the fourth quarter of 2006 and 43% for the fourth quarter of 2005 and 47% for the fourth quarter of 2004.2005. (Backlog ratio is defined as unit deliveries as a percentage of beginning backlog in the quarter.) Domestically, unit backlog of 10,575 units at November 30, 2006 decreased by 48% compared to 20,240 units at November 30, 2005 increased by2005. Unit backlog of 6,809 in France was 24% compared to 16,357 unitshigher at November 30, 2004. Our overall expansion of operations and continued emphasis onpre-sales contributed2006 compared to the increase5,482 unit backlog at November 30, 2005.
The significant decrease in domestic backlog levels. Netlevels in 2006 resulted from a decrease in net orders due in part to increased home purchase contract cancellations. Our net orders declined 28% to 30,675 in 2006 from 42,405 in 2005. Our average cancellation rate in 2006 was 42%, up from an average of 27% in 2005. During the fourth quarter of 2006, our net orders decreased 38% from the fourth quarter of 2005, reflecting a 50% decline in net orders generated by our U.S. operations totaled 9,747to 3,763 from 7,510, partially offset by a 3% increase in net orders in France to 2,296 from 2,237 in the year-earlier quarter. During the fourth quarter of 2005, up 14%2006, our cancellation rate rose to 48% from 8,516 in the fourth quarter of 2004. Net orders in France totaled 2,237 in the fourth quarter of 2005, up 30% from 1,71631% in the year-earlier quarter. Unit backlogquarter and improved from 53% in the third quarter of 5,482 in France was 40% higher at November 30, 2005 compared to the 3,923 unit backlog at November 30, 2004.2006.


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The following table sets forth unit deliveries, net orders and ending backlog relating to sales of homes and homes under contract for each quarter during the years ended November 30, 20052006 and 2004.2005:
                               
              Unconsolidated
  West Coast Southwest Central Southeast France Total Joint Ventures
               
Unit deliveries
                            
2005                            
 First  1,095   1,572   1,873   1,314   993   6,847   210 
 Second  1,417   2,033   2,117   1,665   1,303   8,535   143 
 Third  1,781   1,943   2,638   1,871   1,579   9,812   75 
 Fourth  2,331   1,809   3,238   2,312   2,256   11,946   81 
                      
  Total  6,624   7,357   9,866   7,162   6,131   37,140   509 
                      
2004                            
 First  1,106   1,654   1,658   918   860   6,196   143 
 Second  1,204   1,799   1,884   1,127   1,110   7,124   181 
 Third  1,333   1,884   2,432   1,263   1,129   8,041   277 
 Fourth  1,740   2,141   3,127   1,667   1,610   10,285   330 
                      
  Total  5,383   7,478   9,101   4,975   4,709   31,646   931 
                      
Net orders
                            
2005                            
 First  1,857   2,140   2,541   1,841   1,522   9,901   55 
 Second  2,025   2,457   3,201   2,523   2,084   12,290   41 
 Third  1,836   1,930   2,860   2,171   1,670   10,467   60 
 Fourth  1,693   1,706   2,151   1,960   2,237   9,747   245 
                      
  Total  7,411   8,233   10,753   8,495   7,513   42,405   401 
                      
2004                            
 First  1,640   2,023   2,192   1,254   945   8,054   350 
 Second  1,554   2,382   3,210   2,131   1,449   10,726   250 
 Third  1,526   2,025   2,204   1,892   1,335   8,982   148 
 Fourth  1,489   1,737   1,828   1,746   1,716   8,516   108 
                      
  Total  6,209   8,167   9,434   7,023   5,445   36,278   856 
                      
Ending backlog — units*
                            
2005                            
 First  4,229   5,120   4,726   4,807   4,452   23,334   340 
 Second  4,837   5,544   5,810   5,665   5,233   27,089   238 
 Third  4,892   5,531   6,032   5,965   5,324   27,744   223 
 Fourth  4,254   5,428   4,945   5,613   5,482   25,722   387 
                      
2004                            
 First  3,175   4,232   4,105   2,568   2,580   16,660   728 
 Second  3,525   4,815   5,431   3,572   3,293   20,636   967 
 Third  3,718   4,956   5,357   4,201   3,696   21,928   838 
 Fourth  3,467   4,552   4,058   4,280   3,923   20,280   495 
                      
Ending backlog — value, in thousands*                        
2005                            
 First $1,878,556  $1,200,915  $719,885  $997,926  $1,006,152  $5,803,434  $60,370 
 Second  2,150,227   1,428,789   903,725   1,211,460   1,098,930   6,793,131   40,460 
 Third  2,228,977   1,509,186   906,352   1,324,161   1,091,420   7,060,096   38,360 
 Fourth  2,045,476   1,562,698   751,589   1,324,410   1,079,954   6,764,127   80,883 
                      
2004                            
 First $1,233,144  $827,151  $628,672  $432,713  $552,120  $3,673,800  $133,428 
 Second  1,412,318   954,651   816,121   611,343   688,237   4,482,670   169,403 
 Third  1,522,970   987,632   806,894   765,654   735,504   4,818,654   147,233 
 Fourth  1,523,380   1,005,990   598,198   824,370   866,983   4,818,921   87,765 
                      
                             
                    Unconsolidated
 
  West Coast  Southwest  Central  Southeast  France  Total  Joint Ventures 
Unit deliveries
                            
2006                            
First  1,446   1,552   1,835   1,610   1,462   7,905   76 
Second  1,579   1,813   2,183   1,827   1,630   9,032   189 
Third  1,683   1,798   2,489   1,923   1,630   9,523   93 
Fourth  2,505   1,848   3,106   2,927   2,167   12,553   188 
                             
Total  7,213   7,011   9,613   8,287   6,889   39,013   546 
                             
2005                            
First  1,095   1,572   1,873   1,314   993   6,847   210 
Second  1,417   2,033   2,117   1,665   1,303   8,535   143 
Third  1,781   1,943   2,638   1,871   1,579   9,812   75 
Fourth  2,331   1,809   3,238   2,312   2,256   11,946   81 
                             
Total  6,624   7,357   9,866   7,162   6,131   37,140   509 
                             
Net orders
                            
2006                            
First  1,399   1,492   2,295   1,854   1,679   8,719   209 
Second  1,628   1,239   2,723   1,899   2,419   9,908   66 
Third  775   806   1,549   1,037   1,822   5,989   59 
Fourth  772   576   1,156   1,259   2,296   6,059   113 
                             
Total  4,574   4,113   7,723   6,049   8,216   30,675   447 
                             
2005                            
First  1,857   2,140   2,541   1,841   1,522   9,901   55 
Second  2,025   2,457   3,201   2,523   2,084   12,290   41 
Third  1,836   1,930   2,860   2,171   1,670   10,467   60 
Fourth  1,693   1,706   2,151   1,960   2,237   9,747   245 
                             
Total  7,411   8,233   10,753   8,495   7,513   42,405   401 
                             
Ending backlog — units (a)
                            
2006                            
First  4,207   5,368   5,405   5,857   5,699   26,536   520 
Second  4,256   4,794   5,945   5,929   6,488   27,412   397 
Third  3,348   3,802   5,005   5,043   6,680   23,878   363 
Fourth  1,615   2,530   3,055   3,375   6,809   17,384   288 
                             
2005                            
First  4,229   5,120   4,726   4,807   4,452   23,334   340 
Second  4,837   5,544   5,810   5,665   5,233   27,089   238 
Third  4,892   5,531   6,032   5,965   5,324   27,744   223 
Fourth  4,254   5,428   4,945   5,613   5,482   25,722   387 
                             
Ending backlog — value, in thousands (a)
                        
2006                            
First $2,059,191  $1,690,266  $841,504  $1,455,301  $1,196,790  $7,243,052  $119,600 
Second  2,200,413   1,473,792   947,562   1,499,091   1,537,656   7,658,514   92,898 
Third  1,726,232   1,129,899   802,950   1,295,886   1,576,480   6,531,447   75,662 
Fourth  819,795   708,206   487,223   811,533   1,606,924   4,433,681   70,602 
                             
2005                            
First $1,878,556  $1,200,915  $719,885  $997,926  $1,006,152  $5,803,434  $60,370 
Second  2,150,227   1,428,789   903,725   1,211,460   1,098,930   6,793,131   40,460 
Third  2,228,977   1,509,186   906,352   1,324,161   1,091,420   7,060,096   38,360 
Fourth  2,045,476   1,562,698   751,589   1,324,410   1,079,954   6,764,127   80,883 
                             
*(a) Ending backlog amounts for 2005 and 2004 have been adjusted to reflect acquisitions made during those years.that year. Therefore, the ending backlog at November 30, 2004 combined with net order and delivery activity for 2005 will not equal the ending backlog at November 30, 2005. Similarly, ending backlog at November 30, 2003 combined with net order and delivery activity for 2004 will not equal the ending backlog at November 30, 2004.


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Land and Raw Materials
 
We believe thatcurrently own or control enough land to meet our current supply of land is sufficientforecasted production goals for our reasonably anticipated needs overapproximately the next severalfour years, and we believe that we will be able to acquire land on acceptable terms for future communities absent significant changesas needed. In fact, as discussed above, we have recently been selling some of our land and abandoning options to purchase land in current land acquisition market conditions.order to balance our holdings with the more moderate demand for new homes that we have been experiencing. The principal raw materials used in the construction of our homes are concrete and forest products. (In France, the principal materials used in the construction of our commercial buildings are steel, concrete and glass.) In addition, we use a variety of other construction materials, including sheetrock, plumbing and electrical items in the homebuilding process. We attempt to maintain efficient operations by utilizing standardized materials whichthat are commercially available on competitive terms from a variety of sources. In addition, our centralized or regionalized purchasing of certain building materials, appliances and fixtures allows us to benefit from large quantity purchase discounts and, in some cases, supplier rebates, for our domestic operations. When possible, we make bulk purchases of such products at favorable prices from suppliers and often instruct subcontractors to submit bids based on such prices.
Land Sales
 
In the normal course of business, we occasionally sell land which either can be sold at an advantageous price due to market conditions or does not meet our marketing needs.strategic needs or internal investment standards. Such property may consist of land zoned for commercial use which is part of a larger parcel being developed for single-family homes or may be in areas where we may consider our inventory to be excessive. Generally, land sales fluctuate with our decisions to maintain or decrease our land ownership position in certain markets based upon the volume of our holdings, 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. Such sales have been limited in recent years.years, but were more significant in 2006 compared to prior periods, as we sold some of our land in light of challenging market conditions and more moderate demand for new homes. Land sale revenues totaled $129.7 million in 2006, $40.3 million in 2005 and $27.9 million in 2004 and $25.6 million in 2003.2004.
Customer Financing
 
On-site personnel at our communities in the United States facilitate sales by offering to arrange financing for prospective customers through Countrywide KB Home Loans. Countrywide KB Home Loans is a retail mortgage banking joint venture that we established with Countrywide Financial Corporation (“Countrywide”) in 2005. We believe that the ability of Countrywide KB Home Loans to offer customers a variety of financing options on competitive terms as a part of the sales process is an important factor in completing sales.
 
Countrywide KB Home Loans is a retail mortgage banking joint venture providingprovides mortgage banking services to our domestic homebuyers. Leveraging the resources of Countrywide, the joint venture operates with decentralized teams of employees located in all of our markets. Through its relationship with Countrywide, the joint venture offers virtually every loan program in the industry, as well as some products not offered by other lenders. This includes fixed and adjustable rate, conventional, privately insured mortgages, Federal Housing Administration(“FHA”)-insured or Veterans Administration(“VA”)-guaranteed mortgages and mortgages funded by revenue bond programs of states and municipalities.
      Prior to establishing In 2006, Countrywide KB Home Loans on September 1, 2005, we offered mortgage banking services directly through KBHMC, which provided our domestic homebuyers with financing, and coordinated loan originations through the steps of loan application, loan approval and closing.
      KBHMC’s principal sources of revenues were: (i) interest income earned on mortgage loans during the period they were held by KBHMC prior to their sale to investors; (ii) net gains from the sale of loans; (iii) loan servicing fees; and (iv) revenues from the sale of the rights to service loans. KBHMC originated loans for 48%, 59% and 73%57% of our domestic home deliveries to end userscustomers who obtained mortgage financing in 2005, 2004 and 2003, respectively.financing.
 KBHMC’s mortgage banking business was approved by the Government National Mortgage Association (“GNMA”) as a seller-servicer of FHA and VA loans. A portion of the conventional loans originated by KBHMC (i.e., loans other than those insured by FHA or guaranteed by VA) qualified for inclusion in loan guarantee programs sponsored by Fannie Mae or the Federal Home Loan Mortgage Corporation (“FHLMC”).
      KBHMC customarily sold nearly all of the loans that it originated. Loans were sold either individually or in pools to GNMA, Fannie Mae or FHLMC or against forward commitments to institutional investors, including banks and savings and loan associations. KBHMC also typically sold servicing rights for substantially all of the loans it originated. However,

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for a small percentage of loans, and to the extent required for loans being held for sale to investors, KBHMC serviced the mortgages that it originated.
In France, we assist our customers by arranging financing through third-party lenders, primarily major French banks with which our French business has established relationships. In some cases, our French customers qualify for certain government-assisted home financing programs.
Employees
 All our operating divisions operate independently with respect to day-to-day operations within the context of our KBnxt operational business model. All land purchases and other significant construction, financial services and similar operating decisions must be approved by senior management at the operating divisional and corporate levels.
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 sale of completed homes. Each operating division is given extensive autonomy regarding employment of personnel within policy guidelines established by our senior management.


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At December 31, 2005,2006, we had approximately 6,7005,100 full-time employees in our operations. No employees are represented by a collective bargaining agreement.
 Construction personnel are typically paid performance bonuses based on individual performance and incentive compensation based on the performance of the applicable operating division. Corporate personnel are typically paid performance bonuses based on individual performance and incentive compensation based on our overall performance.
Competition and Other Factors
 
We believe the use of 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 housing industry is highly competitive, and we compete with numerous housing producers 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 production homes, including used homes and rental housing. In certain markets and at times when housing demand is high, we also compete with other builders to hire subcontractors.
Financing
 
We do not generally finance the development of our domestic communities with project financing (byfinancing. By “project financing” we mean proceeds of loans specifically obtained for, or secured by, particular communities).communities. Instead, financing of our domestic operations has been primarily generated from results of operations, public debt and equity financing, and borrowings under our domestic $1.5 billion unsecured revolving credit facility with various banks.banks (the “$1.5 Billion Credit Facility”).
 Historically,
KBSA has financed its business activities from results of operations, public debt and borrowings from its unsecured committed credit lines with a series of banks. The initial public offering of KBSA, completed in February 2000, provided our French business with additional capital to support its growth.
Regulation and Environmental Matters
 
It is our policy, as part of our due diligence process for all land acquisitions, to use third-party environmental consultants to investigate for environmental risks.risks and to require disclosure from land sellers of known environmental risks. Despite these precautions, there can be no assurance that we will avoid material liabilities relating to the removal of toxic wastes, site restoration, monitoring or other environmental matters affecting properties currently or previously owned by us. No estimate of such potential liabilities can be made although we may, from time to time, purchase property which requires modest environmental clean-up costs after appropriate due diligence. In such instances, we take steps prior to acquisition to gain assurance as to the precise scope of work required and costs associated with removal, site restoration and/or monitoring, using detailed investigations by environmental consultants. To the extent such

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contamination or other environmental issues have occurred in the past, we believe we may be able to recover restoration costs from third parties, including, but not limited to, the generators of hazardous waste, land sellers or others in the prior chain of title and/or insurers. Utilizing such policies, 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 or financial position.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”) as being a “Superfund” clean-up site requiring clean-up costs, 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 results of operations.
Access to Our Information
 
We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.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. Our common stock is listed on the New York Stock Exchange. Our reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
 
We encourage the public to read our periodic and currentspecial reports. We think these reports provide additional information which prudent investors will find important. A copyCopies of these filings, as well as any future filings, may be obtained, at no cost, through our website http://www.kbhome.com or by writing to our investor relations department at investorrelations@kbhome.com or at our principal executive offices.


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Item 1A.  RISK FACTORS  
 
In addition to the risks previously mentioned, 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 that we make in registration statements, periodic reports and other filings with the SEC, and that we make from time to time in our news releases, annual reports and other written communications, as well as oral forward-looking and other statements made from time to time by our representatives.
Our business is cyclical and is significantly impactedaffected by changes in general and local economic conditions.
 
Our business iscan be substantially affected by adverse changes in national and general economic factorsor business conditions that are outside of our control, such as:including changes in:
 • shortshort- and long termlong-term interest rates;
 
 • the availability of financing for homebuyers;
 
 • consumer confidence (which can be substantially affected by external conditions, including international hostilities involvinggenerally and the United States or France);confidence of potential homebuyers in particular;
 
 • federal mortgage financing programs;programs and federal and state regulation of lending practices;
 
 • federal and state income tax provisions.provisions, including provisions for the deduction of mortgage interest payments;
      The cyclicality of our business is also highly sensitive to changes in economic conditions that can occur on a local or regional basis, such as changes in:
 • housing demand;
 
 • population growth;the supply of available new or existing homes and other housing alternatives, such as apartments and other rental residential property;
 
 • employment levels and job and personal income growth;
• the exchange rate of the U.S. dollar and the euro with respect to our French operations; and
 
 • propertyreal estate taxes.

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Adverse changes in these conditions may affect our business nationally or may be more prevalent or concentrated in particular regional or local areas in which we operate.
Weather conditions and natural disasters, such as earthquakes, hurricanes, tornadoes, floods, droughts, fires and other environmental conditions, can also harm our homebuilding business on a local or regional basis. Civil unrest or acts of terrorism can also have an adverse effect on our homebuilding business.
 
Fluctuating lumber prices and shortages, as well as shortages or price fluctuations in other important building materials or commodities, can have an adverse effect on our homebuilding business. Similarly, labor shortages or unrest among key trades, such as carpenters, roofers, electricians and plumbers, can delay the delivery of our homes and increase our costs. Rebuilding efforts underway in the gulf coast region of the United States following the destruction caused by the two devastating hurricanes there in the summer of 2005 may cause or exacerbate shortages of labor and/or certain materials.
 
The potential difficulties described above can cause demand and prices for our homes to diminish 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 because of market conditions and because the price of each home is usually set several months before the home is delivered, as our customers typically sign their home purchase contracts before construction has even begun on their homes. In addition, some of thebegins. The potential difficulties described above could cause some homebuyers to cancel or to refuse to honor their home purchase contracts altogether.
The homebuilding industry has notis experiencing a severe downturn that may continue for an indefinite period and adversely affect our business and results of operations compared to prior periods.
In 2006, the U.S. homebuilding industry as a whole experienced a downturnsignificant and sustained decrease in many years, and new homes may be overvalued.
      Although the homebuilding business can be cyclical, it has not experienced a downturn in many years. Some have speculated that the prices of new homes, and the stock prices of companies like ours that build new homes, are inflated and may decline if the demand for new homes weakens. A declineand an oversupply of new and existing homes available for sale. In many markets, a rapid increase in new and existing home prices over the past several years reduced housing affordability and tempered buyer demand. In particular, investors and speculators reduced their purchasing activity and instead stepped up their efforts to sell the residential property they had earlier acquired. These trends, which were more pronounced in markets that had experienced the greatest levels of price appreciation, resulted in overall fewer home sales, greater cancellations of home purchase


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agreements by buyers, higher inventories of unsold homes and the increased use by homebuilders, speculators, investors and others of discounts, incentives and price concessions to close home sales compared to the past several years.
Reflecting these demand and supply trends, we, like many other homebuilders, experienced a large drop in net new orders, slower price appreciation for new homes sold and a reduction in our margins. We can provide no assurances that the homebuilding market will improve in the prices for new homesnear future, and it may weaken further. Continued weakness in the homebuilding market would have an adverse effect on our homebuilding business.business and our results of operations as compared to those of earlier periods.
The value of the land and housing inventory we own or control may fall significantly and our profits 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, such inventory. The market value of our land inventory can vary considerably because there is often a significant amount of time between our initial acquisition of land and our ability to make homes on that land available for sale. In the past few years, the value of our inventory has benefited from increases in buyer demand and the rapid appreciation of home prices. However, the recent downturn in the housing market has caused and, if it continues, may in the future cause, the fair market value of certain of our inventory to fall, in some cases well below its estimated fair market value at the time we acquired it. Depending on our assessment of fair market value, we may need to write-down the value of certain of our inventory and take corresponding non-cash charges against our earnings to reflect impaired value. We may also abandon our interests in certain land inventory that no longer meets our internal investment standards, which would also require us to take non-cash charges. On January 16, 2007, we reported that we would record non-cash charges in the fourth quarter of 2006 of $88.3 million related to the abandonment of certain land option contracts and $255.0 million related to inventory and joint venture impairments. If the current downturn in the housing market continues, we may need to take additional charges against our earnings for abandonments or inventory impairments, or both. Any such non-cash charges would have an adverse effect on our reported profits.
If new home prices decline, interest rates increase or there is a downturn in the economy, some homebuyers may cancel their home purchases because the required deposits are small and generally refundable.
 
Our backlog numbers reflect the number of homes for which we have entered into a salespurchase contract with a customer but not yet delivered. Those saleshome purchase contracts typically require only a small deposit, and in many states, (or as a matter of our business practices), the deposit is fully refundable at any time prior to closing. If the prices for new homes begin to decline, competitors increase their use of sales incentives, interest rates increase or there is a downturn in local or regional economies or the national economy, homebuyers may have a financial incentive to terminate their existing saleshome purchase contracts with us in order to negotiate for a lower price or to explore other options. SuchIn 2006, we experienced a resultlarge increase in the number of cancellations, in part because of these reasons. Additional cancellations could have an adverse effect on our homebuilding business and our results of operations.
Our success depends on the availability of improved lots and undeveloped land that meet our land investment criteria.
 
The availability of finished and partially developed lots and undeveloped land for purchase that meet our internal criteria depends on a number of factors outside our control, including land availability in general, competition with other homebuilders and land buyers for desirable property, inflation in land prices, and zoning, allowable housing density 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 land could be increased, perhaps substantially, which could adversely impact our results of operations.
Home prices and sales activity in the particular markets and regions in which we do business impactaffect our results of operations because our business is concentrated in these markets.
 
Home prices and sales activity in some of our key markets have declined from time to time for market-specific reasons, including adverse weather, lack of affordability or economic contraction due to, among other things, the failure or decline of key industries and employers. If home prices or sales activity decline in one or more of the key markets in


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which we operate, particularly in Arizona, California, Florida or Nevada, our costs may not decline at all or at the same rate and, as a result, our overall results of operations may be adversely impacted.affected.
Interest rate increases or changes in federal lending programs could lower demand for our homes.
 
Nearly all of our customers finance the purchase of their homes,homes. In recent years, historically low interest rates and the increased availability of specialized mortgage products, including mortgage products requiring no or low down payments, and interest-only and adjustable rate mortgages, have made homebuying more affordable for a significant number of these customers arrange their financing through Countrywide KB Home Loans.customers. Increases in interest rates or decreases in the availability of mortgage

14


financing would increaseor of certain mortgage programs may lead to higher down payment requirements or monthly mortgage costs, for our potential homebuyersor both, and could therefore reduce demand for our homes and mortgages. homes.
Increased interest rates can also hinder our ability to realize our backlog because our saleshome 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 financing at the interest rates that were prevailing when they signed their contracts.
 
Because the availability of Fannie Mae, FHLMC,Federal Home Loan Mortgage Corporation, FHA and VA mortgage financing is an important factor in marketing and selling many of our homes, any limitations or restrictions onin the availability of those types ofsuch government-backed financing could reduce our home sales. In 2005, 62% of the mortgages originated by KBHMC were conventional (most of which conformed to Fannie Mae and FHLMC guidelines); 10% were FHA-insured or VA-guaranteed (a portion of which were adjustable rate loans); 26% were adjustable rate mortgages (“ARMs”) provided through commitments from institutional investors; and 2% were funded by mortgage revenue bond programs. In 2004 and 2003, 56% and 65%, respectively, of the mortgages originated were conventional; 17% and 24%, respectively, were FHA-insured or VA-guaranteed; 24% and 8%, respectively, were ARMS; and 3% and 3%, respectively, were funded by mortgage revenue bond programs.
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 degree of local, state and federal statutes, ordinances, rules and regulations concerning zoning, resource protection and other environmental impacts, building design, construction and similar matters. These regulations often provide broad discretion to governmental authorities that regulate these matters, which can result in unanticipated delays or increases in the cost of a specified project or a number of projects in particular markets. We may also experience periodic delays in homebuilding projects due to building moratoria in any of the areas in which we operate.
 
We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the environment. These laws and regulations may cause delays in 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 environmentally sensitive regions or areas. In addition, environmental laws may 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, which is 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.
 
Because of our French business, we are also subject to regulations and restrictions imposed by the government of France concerning investments by non-French companies such as us, in businesses in France, as well as to French and European Union laws and regulations similar to those discussed above.
 
The mortgage banking operations of Countrywide KB Home Loans (like the operations formerly conducted by KBHMC) are heavily regulated and subject to the rules and regulations promulgated by a number of governmental and quasi-governmental agencies. There are a number of federal and state statutes and regulations which, among other things, prohibit discrimination, establish underwriting guidelines which include obtaining inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts. A finding that we or Countrywide KB Home Loans materially violated any of the foregoing laws could have an adverse effect on our results of operations.


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We are subject to a Consent Order that we entered into with the Federal Trade Commission in 1979. Pursuant to the Consent Order, 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 Order could result in substantial liabilities or penalties and could limit our ability to sell homes in certain markets.

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We build homes in highly competitive markets, which could hurt our future operating results.
 
We compete in each of our markets with a number of homebuilding companies for homebuyers, land, financing, rawbuilding materials, and skilled management and labor resources. Our competitors include other large national homebuilders, as well as smaller regional andor local builders that, based on long-standing relationships with local labor, materials suppliers or land sellers, can have an advantage in their respective regions or local markets because of long-standing relationships they may have with local labor or land sellers.markets. We also compete with other housing alternatives, such as existing homes and rental housing.
 
These competitive conditions can:
 • make it difficult for us to acquire desirable land which meets our land buying criteria;criteria, and to sell our interests in land that no longer meet our investment return criteria on favorable terms;
• reduce our sales or profit margins;
 
 • cause us to offer or to increase our sales incentives, discounts or price discounts;concessions; and
 
 • result in reduced sales.reduce new home sales or increase cancellations by homebuyers of their home purchase contracts with us.
 
Any of these competitive conditions can adversely impactaffect our revenues, increase our costs and/or impede the growth of our local or regional homebuilding businesses.
Changing market conditions may adversely impact our ability to sell homes at expected prices.business.
 There is often a significant amount of time between when we initially acquire land and when we can make homes on that land available for sale. The market value of a proposed home can vary significantly during this time due to changing market conditions. In the past, we have benefited from increases in the value of homes over time, but if market conditions were to reverse, we may need to sell homes at lower prices than we anticipate. We may also need to takewrite-downs of our home inventories and land holdings if market values decline.
The design and construction of high density, mixed use properties in urban areas in the United States present unique challenges, and we have limited experience in this business.
 Part of our homebuilding business includes our recent expansion into the urban market with our KB Urban division.
We have a limited operating history in the United States in designing and constructing high density, mixed use properties, that arebut we have increased our involvement in such projects over the focus of KB Urban’s operations.last few years. Among other risks, theour success of KB Urban depends on our ability to accurately gauge this new market and customer demand for this type of housing. If KB Urban underperforms,our high density, mixed use projects underperform, or the KBnxt operational business model does not translate well to the urban market,these types of projects, our overall results of operations may be adversely affected.
Because of the seasonal nature of our business, our quarterly operating results fluctuate.
 
We have experienced seasonal fluctuations in quarterly operating results. We typically do not commence significant construction on a home before a saleshome purchase contract has been signed with a homebuyer. AHistorically, a significant percentage of our saleshome purchase contracts are made duringentered into in the spring and summer months, and a corresponding significant percentage of our deliveries occur in the fall and winter months. Construction of our homes typically requires approximately four months and weather delays that often occur duringin 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 our fiscalthe year.
Our leverage may place burdens on our ability to comply with the terms of our indebtedness, may restrict our ability to operate and may prevent us from fulfilling our obligations.
 
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;
 
 • 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;


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 • 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 a downturn in our business or in general economic conditions.
 
Our ability to meet our debt service and other obligations will depend upon our future performance. We are engaged in businesses that areOur business is substantially affected by changes in economic cycles. Our revenues and earnings vary with the level of general economic activity and competition in the markets in which we serve.operate. Our businessesbusiness could also be affected by financial, political business and other factors, many of which are beyond our control. The factors that affect our ability to generate cash can also affect our ability to raise additional funds through the sale of debt and/or equity securities, the refinancing of debt or the sale of assets. Changes in prevailing interest rates may also affect our ability to meet our debt service obligations because borrowings under our $1.5 Billion Credit Facility and other bank credit facilitiesloans bear interest at floating rates. A higher interest rate on our debt could adversely affect our operating results.
 
Our business may not generate sufficient cash flow from operations and borrowings may not be available to us under our $1.5 Billion Credit Facility and other bank credit facilitiesloans in an amount sufficient to enable us to pay our debt service obligations or to fund our other liquidity needs. WeShould this occur, we may need to refinance all or a portion of our debt on or before maturity, which we may not be able to do on favorable terms or at all.
 Under the terms of our $1.50 billion unsecured revolving credit facility (the “$1.5 Billion Credit Facility”), our debt service payment obligations are defined as consolidated interest expense. As defined, consolidated interest expense for the years ended November 30, 2005, 2004 and 2003 was $183.8 million, $141.5 million and $118.8 million, respectively.
The indentures governing our outstanding debt instruments and our $1.5 Billion Credit Facility and other bank credit facilitiesloans include various financial and other covenants and restrictions, including covenants to report quarterly and annual financial results and restrictions on debt incurrence, sales of assets and cash distributions by us. Should we not comply with any of thosethese restrictions or covenants, the holders of those debt instruments or the banks, as appropriate, could cause our debt to become due and payable prior to maturity.maturity or they could demand that we compensate them for waiving instances of noncompliance.
We may have difficulty in continuing to obtain the additional financing required to operate and develop our business.
 
Our construction operations require significant amounts of cash and/or available credit. It is not possible to predict the future terms or availability of additional capital. Moreover, our outstanding domestic public debt, as well as the $1.5 Billion Credit Facility and the credit facilities of our French subsidiary, contain provisions that may restrict the amount and nature of debt we may incur in the future. Our bank credit facilities limit our ability to borrow additional funds by placing a maximum cap on our leverage ratio. Under the most restrictive of these provisions, as of November 30, 2005,2006, we would have been permitted to incur up to $5.14$5.24 billion of total consolidated indebtedness, as defined in the bank credit facilities. This maximum amount exceeded our actual total consolidated indebtedness at November 30, 20052006 by $2.94$2.58 billion. There can be no assurance that we can actually borrow up to this maximum amount at any time, as our ability to borrow additional funds, and to raise additional capital through other means, is also dependent on conditions in the capital markets and our credit worthiness. If conditions in the capital markets change significantly, it could reduce our sales and may hinder our future growth and results of operations.
Our future growth may be limited by contractingif the economies inof the markets in which we currently operate as well as our inabilitycontract, or if we are unable to enter new markets, on a de novo basis or to find appropriate acquisition candidates.candidates or adapt our products to meet changes in demand. Our growth may also may be limited by the consummation of acquisitions that may not be successfully integrated, or our de novo entry into new markets or our offerings of new products that may not achieve expected benefits.
 
Our future growth and results of operations could be adversely affected if the markets in which we currently operate or the products we currently offer to potential homebuyers, or both, do not continue to support the expansion of our existing business or if we are unable to identify new markets for de novo entry or with suitable acquisition opportunities.business. Our inability to grow organically in our existing markets, or to expand de novo into new markets and/or adapt our products to meet changes in homebuyer demand would limit our ability to achieve our growth objectives and would adversely impact our future operating results. Similarly, if we do consummate acquisitions in the future, we may not be successful in integrating the operations of the acquired businesses, including their product lines, dispersed operations and distinct corporate cultures, which would limit our ability to grow and would adversely impact our future operating results.

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Because we build homes in France, some of our revenues and earnings are subject to foreign currency and economic risks.
 
A portion of our construction operations are located in France. As a result, our financial results are affected by fluctuations in the value of the U.S. dollar as compared to the euro and changes in the French economy to the extent those


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changes affect the homebuilding market there. We do not currently use any currency hedging instruments or other strategies to manage currency risks related to fluctuations in the value of the U.S. dollar or the euro.
We are involved in an SEC investigation and litigation relating to our past stock option grant practices.
As disclosed in the Explanatory Note on page 1 of thisForm 10-K, the Subcommittee concluded that we used incorrect measurement dates for financial reporting purposes for the eight annual stock option grants made to our employees since 1998. The Subcommittee discovered evidence confirming or, in some years, suggesting that hindsight was used to secure favorable exercise prices for seven of these eight annual grants. The SEC is conducting an investigation into our stock option grant practices. In addition, shareholder derivative lawsuits have been filed in California state and federal courts relating to our stock option grant practices. It is possible that additional lawsuits may be filed. The investigation and lawsuits have resulted in, and will continue to result in, substantial legal and professional fees, and will continue to occupy our time and attention. An adverse outcome to the investigation or one or more of the lawsuits may have a negative effect on our business and our results of operations.
The process of restating our financial statements is subject to uncertainty and evolving requirements.
We have worked with our independent registered public accounting firm and the SEC to make our filings comply with applicable accounting and financial reporting guidance for restatements of the kind presented in thisForm 10-K. The issues surrounding past stock option grant practices and financial statement restatements are complex, however, and guidance in these areas may continue to evolve. If new guidance imposes additional or different requirements, we may be required to amend this filing or previous filings. The additional cost and time to prepare any such amendment and the public reaction to any such amendment may have an adverse effect on our business.
Item 1B.  UNRESOLVED STAFF COMMENTS  
 
None.
Item 2.  PROPERTIES  
 In 2005,
We lease our executive offices werecorporate headquarters in leased premises at 10990 Wilshire Boulevard, Los Angeles, California. Our construction operations were principally conducted from leased premiseshomebuilding division offices, except for our San Antonio, Texas office, and our KB Home Studios are located in Phoenix, Tempe and Tucson, Arizona; Costa Mesa, Irvine, Livermore, Los Angeles, Pleasanton, Pomona, Sacramento, San Diego, Seaside, Temecula, Valencia and Walnut Creek, California; Centennial and Englewood, Colorado; Daytona Beach, Fort Myers, Jacksonville, Orlando, Port St. Lucie, Tampa and Vero Beach, Florida; Atlanta and Woodstock, Georgia; Schaumburg, Illinois; Indianapolis, Indiana; Las Vegas and Reno, Nevada; Albuquerque, New Mexico; Charlotte and Raleigh, North Carolina; Bluffton, Columbia, Charleston and Greenville, South Carolina; Austin, Dallas, Houston and McAllen, Texas; and Paris, France.
leased space in the markets where we conduct business. Our homebuilding operations in San Antonio, Texas are principally conducted from premises that we own.
 
We believe that such properties, including the equipment located therein, are suitable and adequate to meet the requirements of our businesses.
Item 3.  LEGAL PROCEEDINGS  
 
Derivative Litigation
On July 10, 2006, a shareholder derivative action,Wildt v. Karatz, et al., was filed in Los Angeles Superior Court. On August 8, 2006, a virtually identical shareholder derivative lawsuit,Davidson v. Karatz, et al., was also filed in Los Angeles Superior Court. These actions, which ostensibly are brought on our behalf, allege, among other things, that defendants (various of our current and former directors and officers) breached their fiduciary duties to us by, among other things, backdating grants of stock options to various current and former executives in violation of our shareholder-approved stock option plans. Defendants have not yet responded to the complaints. We and the parties have agreed to a stipulation and proposed order that was submitted to the court on January 5, 2007, providing, among other things, that, to preserve the status quo without prejudicing any party’s substantive rights, our former Chairman and Chief Executive Officer shall not exercise any of his outstanding options, at any price, during the period in which the order is in effect, and that the order shall be effective upon entry by the court and expire on March 31, 2007, unless otherwise agreed in writing. The court entered the order on January 22, 2007. In connection with the entry of this order, the plaintiffs agreed to stay their cases while the parallel federal court derivative lawsuits discussed below are involvedpursued. A stipulation and order effectuating the parties’ agreement to stay the state court actions was entered by the court on February 7, 2007.


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On August 16, 2006, a shareholder derivative lawsuit,Redfield v. Karatz, et al., was filed in litigationthe United States District Court for the Central District of California. On August 31, 2006, a virtually identical shareholder derivative lawsuit,Staehr v. Karatz, et al., was also filed in the United States District Court for the Central District of California. These actions, which ostensibly are brought on our behalf, allege, among other things, that defendants (various of our current and governmental proceedings incidentalformer directors and officers) breached their fiduciary duties to us by, among other things, backdating grants of stock options to various current and former executives in violation of our shareholder-approved stock option plans. UnlikeWildt andDavidson, however, these lawsuits also include substantive claims under the federal securities laws. On November 6, 2006, the court entered an order that, among other things, consolidated these two cases and specified that defendants’ response to the consolidated complaint would be due within 45 days after service of the consolidated complaint. On January 9, 2007, plaintiffs filed their consolidated complaint. Defendants have not yet responded to the complaint, and discovery has not commenced.
SEC Investigation
In August 2006, we announced that we had received an informal inquiry from the SEC relating to our business. These cases are in various procedural stagesstock option grant practices. In January 2007, we were informed that the SEC is now conducting a formal investigation of this matter. We have cooperated with the SEC regarding this matter and based on reports of counsel, it is our opinion that provisions or reserves made for potential losses are adequate and any liabilities or costs arising out of currently pending litigation will not have a materially adverse effect on our financial position or results of operations.intend to continue to do so.
 
Storm Water Matter
In January 2003, we received a request for information from the EPA pursuant to Section 308 of the Clean Water Act. Several other public homebuilders have received similar requests. The request sought information about storm water discharge practicespollution control program implementation at certain of our construction sites, and we provided information pursuant to the request. In May 2004, on behalf of the EPA, the U.S. Department of Justice (“DOJ”) tentatively asserted that certain regulatory requirements applicable to storm water discharges werehad been violated on certain occasions at certain of our construction sites, and civil penalties and injunctive relief might be warranted. The DOJ has also proposed certain steps it would expect us to take in the future relating to compliance with the EPA’s requirements applicable to storm water discharges. We have defenses to the claims that have been asserted and are exploring methods of resolving the matter. While the costs associated with the claims cannot be determined at this time, we believe that such costs are not likely to be material to our consolidated financial position or results of operations.
Other Matters
We are also involved in litigation and governmental proceedings incidental to our business. These cases are in various procedural stages and, based on reports of counsel, it is our opinion that provisions or reserves made for potential losses are adequate and any liabilities or costs arising out of currently pending litigation will not have a materially adverse effect on our consolidated financial position or results of operations.
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 No matters were submitted during the fourth quarter of 2005 to
On October 25, 2006, we commenced a vote of security holders, through the solicitation of proxiesconsents from holders of our $1.65 billion outstanding senior notes. The purpose of the consent solicitation was to obtain from the holders of such notes approval to amend the indenture governing our senior notes to suspend through and including February 23, 2007 the occurrence of certain defaults or otherwise.Events of Default (as defined in the indenture), and the consequences thereof, caused by our failure to timely deliver consolidated financial statements for our quarter ended August 31, 2006, and certain related matters. We also sought a waiver of all defaults caused by such matters prior to the effective date of the proposed amendment.
We received valid and unrevoked consents with respect to $320.1 million principal amount of our 63/8% Senior Notes due 2011 (91.5%), $248.9 million principal amount of our 53/4% Senior Notes due 2014 (99.5%), $153.3 million principal amount of our 57/8% Senior Notes due 2015 (51.1%), $295.0 million of our 61/4% Senior Notes due 2015 (65.6%), and $194.9 million principal amount of our 71/4% Senior Notes due 2018 (65.0%). The proposed amendment to the indenture and the waiver became effective on November 9, 2006.


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EXECUTIVE OFFICERS OF THE REGISTRANT
 
The following sets forth certain information regarding our executive officers as of January 31, 2006:2007:  
                   
      Year      
      Assumed Years Other Positions and Other Business  
    Present Position at Present at KB Experience within the Last Five  
Name Age January 31, 2006 Position Home Years(1) From – To
             
Bruce Karatz  60  Chairman and Chief Executive Officer  1993   33  President 1986-2001
 
Jeffrey T. Mezger  50  Executive Vice President and
Chief Operating Officer
  1999   12     
 
Richard B. Hirst  61  Executive Vice President and
Chief Legal Officer
  2004   1  Executive Vice President and General Counsel, Burger King Corporation 2001-2003
                General Counsel, Minnesota Twins 2000
 
Domenico Cecere  56  Senior Vice President and  2002    4  Consultant, Gryphon Investors 2001-2002
        Chief Financial Officer         Executive Vice President and Chief Operating Officer, Owens Corning, Inc. 2000-2001
                Senior Vice President and President, North American Building Materials Business, Owens Corning, Inc. 1999-2000
 
Robert Freed  49  Senior Vice President, Investment  2005   11  Regional General Manager 2000-2005
        Strategy and Regional General         President, KB Home North Bay Inc. 2000-2004
        Manager         President, KB Home South Bay Inc. 1997-2003
 
William R. Hollinger  47  Senior Vice President and  2001   18  Vice President and Controller 1992-2001
        Controller            
 
Kelly Masuda  38  Senior Vice President and
Treasurer
  2005   2  Senior Vice President, Capital Markets and Treasurer 2005
                Vice President, Capital Markets and Treasurer 2003-2005
                Director, Credit Suisse First Boston 2000-2002
 
Gary A. Ray  47  Senior Vice President, Human Resources  1996    9     
 
                   
       Year
  Years
    
       Assumed
  at
 Other Positions and Other
  
     Present Position at
 Present
  KB
 Business Experience within the
  
Name 
Age
  January 31, 2007 
Position
  
Home
 Last Five Years (a) 
From – To
 
Jeffrey T. Mezger  51  President and Chief
  Executive Officer
  2006  13 Executive Vice President and Chief Operating Officer 1999-2006
                 
                 
              
Domenico Cecere  57  Executive Vice President and  2007   5 Senior Vice President and Chief Financial Officer 2002-2006
        Chief Financial Officer       Consultant, Gryphon Investors 2001-2002
                 
                 
              
Glen Barnard  62  Senior Vice President, KBnxt Group  2006  8 Regional General Manager (b) 2004-2006
              Chief Executive Officer, Constellation Real Technologies 2001-2003
                 
                 
              
Robert Freed  50  Senior Vice President, Investment  2005  12 Regional General Manager 2000-2005
        Strategy and Regional General       President, KB Home North Bay Inc. 2000-2004
        Manager       President, KB Home South Bay Inc. 1997-2003
                 
                 
              
William R. Hollinger  48  Senior Vice President and  2007  19 Senior Vice President and Controller 2001-2006
        Chief Accounting Officer          
                 
                 
              
Kelly Masuda  39  Senior Vice President and
Treasurer
  2005  3 Senior Vice President, Capital Markets and Treasurer 2005
              Vice President, Capital Markets and Treasurer 2003-2005
              Director, Credit Suisse First Boston 2000-2002
(1)(a) All positions described were with us, unless otherwise indicated.
(b) Mr. Barnard was a senior executive with us from 1996-2001, and rejoined us in 2004.


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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, 2005,2006, there were 968923 holders of record of our common stock. Our common stock is traded on the New York Stock Exchange and is also traded onunder the Boston, Chicago, National, Pacific and Philadelphia Exchanges.ticker symbol “KBH.” The following table sets forth, for the periods indicated, the price ranges of our common stock. Stock prices and dividend amounts have been adjusted to reflect the impact of the two-for-one split of our common stock described below.
                 
  2005 2004
     
  High Low High Low
         
First Quarter $63.19  $43.89  $37.48  $32.05 
Second Quarter  67.55   54.21   40.95   30.14 
Third Quarter  85.45   66.50   36.03   30.63 
Fourth Quarter  77.92   60.82   46.50   34.31 
 
                 
  2006  2005 
  High  Low  High  Low 
 
First Quarter $81.99  $64.80  $63.19  $43.89 
Second Quarter  69.10   50.40   67.55   54.21 
Third Quarter  52.65   37.89   85.45   66.50 
Fourth Quarter  52.18   38.66   77.92   60.82 
We paid quarterly cash dividends of $.25 per common share in 2006 and $.1875 per common share in 2005 and $.1250 per common share in 2004. In December 2005, our board of directors increased the quarterly cash dividend to $.25 per common share.2005.
 
On April 7, 2005, our stockholders approved an amendment to our certificate of incorporation increasing the number of authorized shares of our common stock from 100 million to 300 million. Immediately following this action, our board of directors declared a two-for-one split of our common stock in the form of a 100% stock dividend that was paid on April 28, 2005 to stockholders of record at the close of business on April 18, 2005.
 
Certain debt instruments to which we are a party contain restrictions on the payment of cash dividends. Based on the most restrictive of these provisions, $698.8$532.2 million of retained earnings was available for payment of cash dividends at November 30, 2005.2006.
 
The following table summarizes our purchasesdescription of our ownequity compensation plans required by Item 201(d) of Regulation S-K is incorporated herein by reference to Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this Form 10-K.
We did not repurchase any of our equity securities during the three months ended November 30, 2005:
                 
      Total Number of Shares Maximum Number of
      Purchased as Part of Shares That May Yet
  Total Number of Average Price Paid Publicly Announced be Purchased Under
 Period Shares Purchased per Share Plans or Programs the Plans or Programs
         
September 1-30           2,000,000 
October 1-31  1,104,929  $63.99   1,100,000   900,000 
November 1-30  900,000   65.55   900,000    
             
Total  2,004,929  $64.69   2,000,000     
             
      During the three months ended November 30, 2005, two million shares were repurchased pursuant to a share repurchase program authorized by our boardfourth quarter of directors on July 10, 2003. The acquisitions were made in open market transactions. A total of four million shares were repurchased under the program, which expired upon achievement of the maximum repurchase amount on November 9, 2005. The total number of shares repurchased during the three months ended November 30, 2005 includes 4,929 previously issued shares delivered to us by employees to satisfy withholding taxes on the vesting of restricted stock. These transactions are not considered repurchases pursuant to our open market stock repurchase program.2006.
      On December 8, 2005, our board of directors authorized a new share repurchase program under which we may repurchase up to 10 million shares of our common stock. Acquisitions under the share repurchase program may be made in open market or private transactions and will be made strategically from time to time at management’s discretion based on its assessment of market conditions and buying opportunities. As of January 31, 2006, we had repurchased two million shares of our common stock under the new share repurchase program at an aggregate price of $154.4 million.


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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 Notes thereto included elsewhere in this report. The information presented in this table reflects the restatement of our financial results which is more fully described in the Explanatory Note on Page 1 of this Form 10-K.
KB HOME
SELECTED FINANCIAL INFORMATION
(In Thousands, Except Per Share Amounts)
                      
  Years Ended November 30,
   
  2005 2004 2003 2002 2001
           
Construction:                    
 Revenues $9,410,282  $7,008,267  $5,775,429  $4,938,894  $4,501,715 
 Operating income  1,356,996   774,699   562,899   452,917   352,316 
 Total assets  7,716,987   5,625,496   3,982,746   3,391,434   2,983,522 
 Mortgages and notes payable  2,463,814   1,975,600   1,253,932   1,167,053   1,088,615 
                
Financial services:                    
 Revenues $31,368  $44,417  $75,125  $91,922  $72,469 
 Operating income  11,198   8,688   35,777   57,506   33,771 
 Total assets  29,933   210,460   253,113   634,106   709,344 
 Notes payable     71,629   132,225   507,574   595,035 
                
Consolidated:                    
 Revenues $9,441,650  $7,052,684  $5,850,554  $5,030,816  $4,574,184 
 Operating income  1,368,194   783,387   598,676   510,423   386,087 
 Net income  842,421   480,902   370,764   314,350   214,217 
 Total assets  7,746,920   5,835,956   4,235,859   4,025,540   3,692,866 
 Mortgages and notes payable  2,463,814   2,047,229   1,386,157   1,674,627   1,683,650 
 Stockholders’ equity  2,851,671   2,055,681   1,592,851   1,274,351   1,092,481 
                
 
Basic earnings per share $10.29  $6.14  $4.71  $3.79  $2.86 
Diluted earnings per share  9.53   5.70   4.40   3.58   2.75 
Cash dividends per common share  .75   .50   .15   .15   .15 
                

21


                     
  Years Ended November 30, 
  2006  2005 (a)  2004 (b)  2003 (b)  2002 (b) 
     (as restated)  (as restated)  (as restated)  (as restated) 
 
                     
Construction:                    
Revenues $10,983,552  $9,410,282  $7,008,267  $5,775,429  $4,938,894 
Operating income  755,717   1,351,187   772,333   559,456   446,233 
Total assets  8,970,440   7,711,446   5,623,593   3,984,837   3,393,513 
Mortgages and notes payable  3,125,803   2,463,814   1,975,600   1,253,932   1,167,053 
                     
Financial services:                    
Revenues $20,240  $31,368  $44,417  $75,125  $91,922 
Operating income  14,317   10,968   8,688   35,777   57,506 
Total assets  44,024   29,933   210,460   253,113   634,106 
Notes payable        71,629   132,225   507,574 
                     
Consolidated:                    
Revenues $11,003,792  $9,441,650  $7,052,684  $5,850,554  $5,030,816 
Operating income  770,034   1,362,155   781,021   595,233   503,739 
Net income  482,351   823,712   474,036   367,921   308,666 
Total assets  9,014,464   7,741,379   5,834,053   4,237,950   4,027,619 
Mortgages and notes payable  3,125,803   2,463,814   2,047,229   1,386,157   1,674,627 
Stockholders’ equity  2,922,748   2,773,797   2,039,390   1,592,162   1,274,535 
                     
           
Basic earnings per share $6.12  $10.06  $6.05  $4.67  $3.72 
Diluted earnings per share  5.82   9.32   5.62   4.37   3.51 
Cash dividends per common share  1.00   .75   .50   .15   .15 
                     
(a) See Note 2. Restatement of Consolidated Financial Statements in the Notes to Consolidated Financial Statements in thisForm 10-K for a description of the restatement and its effects.


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(b) The following table reflects the adjustments related to the restatements for periods not derived from the accompanying audited consolidated financial statements (in thousands, except per share amounts):
                                     
  2004  2003  2002 
  As previously
        As previously
        As previously
       
  reported  Adjustments  As restated  reported  Adjustments  As restated  reported  Adjustments  As restated 
 
Construction:                                    
Revenues $7,008,267  $  $7,008,267  $5,775,429  $  $5,775,429  $4,938,894  $  $4,938,894 
Operating income  774,699   (2,366)  772,333   562,899   (3,443)  559,456   452,917   (6,684)  446,233 
Total assets  5,625,496   (1,903)  5,623,593   3,982,746   2,091   3,984,837   3,391,434   2,079   3,393,513 
Mortgages and notes payable  1,975,600      1,975,600   1,253,932      1,253,932   1,167,053      1,167,053 
                                     
Financial services:                                    
Revenues $44,417  $  $44,417  $75,125  $  $75,125  $91,922  $  $91,922 
Operating income  8,688      8,688   35,777      35,777   57,506      57,506 
Total assets  210,460      210,460   253,113      253,113   634,106      634,106 
Notes payable  71,629      71,629   132,225      132,225   507,574      507,574 
                                     
Consolidated:                                    
Revenues $7,052,684  $  $7,052,684  $5,850,554  $  $5,850,554  $5,030,816  $  $5,030,816 
Operating income  783,387   (2,366)  781,021   598,676   (3,443)  595,233   510,423   (6,684)  503,739 
Net income  480,902   (6,866)  474,036   370,764   (2,843)  367,921   314,350   (5,684)  308,666 
Total assets  5,835,956   (1,903)  5,834,053   4,235,859   2,091   4,237,950   4,025,540   2,079   4,027,619 
Mortgages and notes payable  2,047,229      2,047,229   1,386,157      1,386,157   1,674,627      1,674,627 
Stockholders’ equity  2,039,390      2,039,390   1,592,851   (689)  1,592,162   1,274,351   184   1,274,535 
                                     
Basic earnings per share $6.14  $(0.09) $6.05  $4.71  $(.04) $4.67  $3.79  $(.07) $3.72 
Diluted earnings per share  5.70   (0.08)  5.62   4.40   (.03)  4.37   3.58   (.07)  3.51 
Cash dividends per common share  0.50      0.50   .15      .15   .15      .15 
                                     
As a consequence of the stock option adjustments discussed in the Explanatory Note on page 1, we had to reflect additional stock-based compensation expense in the pro forma information required to be disclosed in our footnotes under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”). The effect of this change is presented in the following table (in thousands, except per share amounts):
                     
  2005  2004  2003  2002    
  (as restated)  (as restated)  (as restated)  (as restated)    
 
                                                 
Net income $823,712  $474,036  $367,921  $308,666     
Add: Stock-based compensation expense included in net income, net of related tax effects  4,309   1,866   2,743   5,484     
Deduct: Stock-based compensation expense determined using the fair value method, net of related tax effects  (19,462)  (14,922)  (14,710)  (15,012)    
                     
Pro forma net income $808,559  $460,980  $355,954  $299,138     
                     
Earnings per share:                    
Basic — as restated $10.06  $6.05  $4.67  $3.72     
                     
Basic — pro forma $9.87  $5.89  $4.52  $3.60     
                     
Diluted — as restated $9.32  $5.62  $4.37  $3.51     
                     
Diluted — pro forma $9.21  $5.54  $4.29  $3.46     
                     


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Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information below has been adjusted to reflect the restatement of financial results which is more fully described in the Explanatory Note beginning on page 1 of thisForm 10-K and in Note 2. Restatement of Consolidated Financial Statements in the Notes to Consolidated Financial Statements in thisForm 10-K.
RESULTS OF OPERATIONS
 
Overview.Revenues are primarily generated from (a) our (i) homebuildingconstruction operations in the United States and France, and (ii)(b) our domestic financial services operations. The following table presents a summary of our results by financial reporting segment for the years ended November 30, 2006, 2005 2004 and 20032004 (in thousands, except per share amounts):
              
  Years ended November 30,
   
  2005 2004 2003
       
Revenues:            
 Construction $9,410,282  $7,008,267  $5,775,429 
 Financial services  31,368   44,417   75,125 
          
Total revenues $9,441,650  $7,052,684  $5,850,554 
          
Pretax income:            
 Construction $1,284,823  $709,014  $517,687 
 Financial services  11,198   8,688   35,777 
          
Total pretax income  1,296,021   717,702   553,464 
Income taxes  (453,600)  (236,800)  (182,700)
          
Net income $842,421  $480,902  $370,764 
          
Diluted earnings per share $9.53  $5.70  $4.40 
          
 We
             
  Years ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
 
Revenues:            
Construction $10,983,552  $9,410,282  $7,008,267 
Financial services  20,240   31,368   44,417 
             
Total revenues $11,003,792  $9,441,650  $7,052,684 
             
Pretax income:            
Construction $664,515  $1,279,014  $706,648 
Financial services  33,536   11,198   8,688 
             
Total pretax income  698,051   1,290,212   715,336 
Income taxes  (215,700)  (466,500)  (241,300)
             
Net income $482,351  $823,712  $474,036 
             
Diluted earnings per share $5.82  $9.32  $5.62 
             
In the first half of 2006, we generated favorable financial results due in part to higher average selling prices and our strong backlog level at the beginning of the year. However, conditions in the homebuilding industry became increasingly challenging in the second half of 2006, mainly due to an oversupply of new and resale homes in many of our domestic markets. The same investors and speculators who fueled high demand in recent years began exiting the market and offering their homes for sale. At the same time, the reduced affordability of housing and a lack of urgency on the part of potential homebuyers amid market uncertainty have heightened competition among homebuilders and other sellers, and caused many homebuyers to delay or cancel their purchases. As a result of these conditions, we increased our advertising efforts and the use of price discounts and other incentives to generate sales. Still, like other homebuilders, we experienced an increase in home purchase contract cancellations and a decrease in net new orders in 2006.
These market trends, which we do not expect to improve significantly, or at all, in 2007, negatively affected our results of operations compared to 2005. While we experienced growth in many facetsour total revenues, our operating income dropped compared to 2005. This lower operating income was primarily due to a decrease in our housing gross margin stemming from the increased use of price discounts and other sales incentives, increased advertising expenditures and a non-cash charge for the impairment of certain land inventory and the abandonment of land option contracts.
While we believe that the long-term prospects for both the homebuilding industry and our businessoperations are solid, it will take time for individual markets to work through the current oversupply of housing. Until market conditions improve, we expect to continue to experience high cancellation rates and fewer net orders compared to recent years. The net order decrease we experienced in 2005, includingthe latter half of 2006 is also expected to result in a year-over-year decrease in our unit deliveries revenues, net incomein the first half of 2007, and earnings per share. Our core homebuilding operations benefited from our geographic diversity and strong demand for our wide array of product offerings for first-time, move-up, luxury and active adult buyers.potentially longer.
 
Total revenues reached $9.44$11.00 billion for the year ended November 30, 2006, increasing 17% from $9.44 billion in 2005, increasingwhich had increased 34% from $7.05 billion in 2004, which had increased 21% from $5.85 billion in 2003.2004. Our revenue expansiongrowth in both 20052006 and 20042005 was driven by an increase in housing revenues stemming from double-digit growth inincreased unit deliveries and higher average selling prices. Included in our total revenues were financial services revenues of $20.2 million in 2006, $31.4 million in 2005 and $44.4 million in 2004 and $75.1 million in 2003.


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2004. The decrease in financial services revenues in 2006 and 2005 from 2004 primarily reflects the wind down ofchange in the mortgage banking operations of KBHMC.KB Home Mortgage Company (“KBHMC”) in the fourth quarter of 2005 to an unconsolidated joint venture. On September 1, 2005, we completed the sale of substantially all the mortgage banking assets of KBHMC to Countrywide and in a separate transaction established Countrywide KB Home Loans, a joint venture with Countrywide.Loans. KB Home and Countrywide each have a 50% ownership interest in Countrywide KB Home Loans, which is accounted for as an unconsolidated joint venture in the financial services reporting segment of our consolidated financial statements. Financial services revenues decreased in 2004 from 2003 mainly due to lower retention (the percentage of our domestic homebuyers using KBHMC as a loan originator).
 
Net income rose 75%decreased 41% to $842.4$482.4 million in 2006 from $823.7 million in 2005 primarily due to a decrease in the operating margin in our construction operations. Our 2006 pretax income included charges of $431.2 million associated with inventory and joint venture impairments, and land option contract write-offs. It also reflects a gain of $27.6 million related to the sale of our ownership interest in a joint venture. In 2005, net income increased 74% from $480.9$474.0 million in 2004 with revenue growth and an improved operating margin contributing to the increase in earnings. In 2004, net income increased 30% from $370.8 million in 2003 largely due to higher unit delivery volume and an expanded operating margin. Diluted earnings per share grew 67%decreased 38% to $9.53$5.82 in 20052006 from $5.70$9.32 in 2004,2005, which had increased 30%66% from $4.40$5.62 in 2003.2004.
 
Backlog at November 30, 20052006 in both units and value rose to the highest year-end levels in our history.decreased from 2005 levels. The value of our backlog increased 40%decreased 34% to $4.43 billion on 17,384 units, down from $6.76 billion on 25,722 units up from $4.82 billion on 20,280 units at November 30, 2004.2005. All of our domestic geographic regionssegments reported favorable year-over-yearlower backlog comparisons as of November 30, 2006 compared to November 30, 2005. FourthThe decrease in backlog primarily resulted from higher cancellation rates, which contributed to a 38% decrease in fourth quarter net orders for new homes increased 15% to 6,059 in 2006 from 9,747 in 2005 from 8,516 in 2004.2005.
 
In April 2005, our board of directors declared a two-for-one split of our common stock in the form of a 100% stock dividend to stockholders of record at the close of business on April 18, 2005. The additional shares were distributed on April 28, 2005. All share and per share amounts have been retroactively adjusted to reflect the stock split.
We repurchased six million shares of our common stock in 2006 at an aggregate price of $377.4 million. As of November 30, 2006, we were authorized to repurchase an additional four million shares under our current board-approved share repurchase program. However, in connection with the Stock Option Review, our board of directors suspended the share repurchase program.
As a result of the stock option restatement, we recorded additional stock-based compensation expenses in our quarterly consolidated statements of income. There was no impact on our previously reported revenues in any quarter. Additionally, gross margins for our operating segments remain unchanged. We recorded all costs associated with the Stock Option Review and the restatement as a component of selling, general and administrative expenses.


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22


CONSTRUCTION
 
We have grouped our construction activities into five reportable segments, which we refer to as West Coast, Southwest, Central, Southeast and France. As of November 30, 2006, our domestic reportable construction segments consisted of operations located in the following states: West Coast: California; Southwest: Arizona, Nevada and New Mexico; Central: Colorado, Illinois, Indiana, Louisiana and Texas; Southeast: Florida, Georgia, Maryland, North Carolina, South Carolina and Virginia.
The following table presents a summary of selected financial and operational data for our construction segmentoperations (dollars in thousands, except average selling price):
               
  Years ended November 30,
   
  2005 2004 2003
       
Revenues:            
 Housing $9,364,803  $6,957,548  $5,642,770 
 Commercial  5,202   22,834   107,015 
 Land  40,277   27,885   25,644 
          
 Total  9,410,282   7,008,267   5,775,429 
          
 
Costs and expenses:            
 Construction and land costs            
  Housing  6,852,541   5,285,619   4,371,287 
  Commercial  3,077   17,697   84,474 
  Land  32,521   22,540   23,258 
          
 Subtotal  6,888,139   5,325,856   4,479,019 
 Selling, general and administrative expenses  1,165,147   907,712   733,511 
          
 
 Total  8,053,286   6,233,568   5,212,530 
          
 
Operating income $1,356,996  $774,699  $562,899 
          
 
 Unit deliveries  37,140   31,646   27,331 
 
 Average selling price $252,100  $219,900  $206,500 
 
 Housing gross margin  26.8%   24.0%   22.5% 
 
 Selling, general and administrative expenses as a percent of housing revenues  12.4%   13.0%   13.0% 
 
 Operating income as a percent of construction revenues  14.4%   11.1%   9.7% 
 
             
  Years ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
 
Revenues:            
Housing $10,830,793  $9,364,803  $6,957,548 
Commercial  23,027   5,202   22,834 
Land  129,732   40,277   27,885 
             
Total  10,983,552   9,410,282   7,008,267 
             
       
Costs and expenses:            
Construction and land costs            
Housing  8,614,688   6,852,541   5,285,619 
Commercial  18,760   3,077   17,697 
Land  220,055   32,521   22,540 
             
Subtotal  8,853,503   6,888,139   5,325,856 
Selling, general and administrative expenses  1,374,332   1,170,956   910,078 
             
       
Total  10,227,835   8,059,095   6,235,934 
             
       
Operating income $755,717  $1,351,187  $772,333 
             
       
Unit deliveries  39,013   37,140   31,646 
       
Average selling price $277,600  $252,100  $219,900 
       
Housing gross margin  20.5%   26.8%   24.0% 
       
Selling, general and administrative expenses as a percent of housing revenues  12.7%   12.5%   13.1% 
       
Operating income as a percent of construction revenues  6.9%   14.4%   11.0% 
Revenues.  Construction revenues totaled $10.98 billion in 2006, increasing 17% from $9.41 billion in 2005, increasingwhich had increased 34% from $7.01 billion in 2004, which had increased 21% from $5.78 billion in 2003.2004. The increases in both 20052006 and 20042005 resulted primarily from higher housing revenues driven by increased unit delivery volume and a higher average selling price.

23


 The following table presents information concerning our housing revenues and unit deliveries by geographic region (in thousands, except unit amounts):
                      
  Years Ended November 30,
   
  Housing Percent of Total Unit Percent of Total Average
  Revenues Housing Revenues Deliveries Unit Deliveries Selling Price
           
2005                    
 West Coast $3,050,486   33%  6,624   18% $460,500 
 Southwest  1,954,196   21   7,357   20   265,600 
 Central  1,554,863   17   9,866   27   157,600 
 Southeast  1,540,226   16   7,162   19   215,100 
                
   Total United States  8,099,771   87   31,009   84   261,200 
 France  1,265,032   13   6,131   16   206,300 
                
 Total $9,364,803   100%  37,140   100% $252,100 
                
2004                    
 West Coast $2,215,258   32%  5,383   17% $411,500 
 Southwest  1,515,189   22   7,478   23   202,600 
 Central  1,376,723   20   9,101   29   151,300 
 Southeast  854,199   12   4,975   16   171,700 
                
   Total United States  5,961,369   86   26,937   85   221,300 
 France  996,179   14   4,709   15   211,500 
                
 Total $6,957,548   100%  31,646   100% $219,900 
                
2003                    
 West Coast $1,963,563   35%  5,549   20% $353,900 
 Southwest  1,192,380   21   6,695   25   178,100 
 Central  1,144,248   20   7,659   28   149,400 
 Southeast  547,471   10   3,504   13   156,200 
                
   Total United States  4,847,662   86   23,407   86   207,100 
 France  795,108   14   3,924   14   202,600 
                
 Total $5,642,770   100%  27,331   100% $206,500 
                
Housing revenues totaled $10.83 billion in 2006, $9.36 billion in 2005 and $6.96 billion in 2004 and $5.64 billion in 2003.2004. In 2005,2006, housing revenues increased 35%16% from the previous year due to 17%5% growth in unit delivery volume and 15%10% growth in the average selling price. In 2004,2005, housing revenues rose 23%35% from 20032004 results due to a 16%17% increase in unit delivery volume and a 6%15% increase in the average selling price.
 In 2005, each of our geographic regions posted double-digit growth in housing revenues. In our West Coast region, housing revenues rose 38% to $3.05 billion in 2005, from $2.22 billion in 2004, due to a 23% increase in unit delivery volume and a 12% increase in the average selling price. Our Southwest region operations generated housing revenues of $1.95 billion in 2005, up 29% from $1.51 billion in 2004 due to a 31% increase in the average selling price, partly offset by a slight decrease in unit deliveries. In our Central region, housing revenues grew 13% to $1.55 billion in 2005, from $1.38 billion in 2004, reflecting year-over-year growth of 8% in unit delivery volume and a 4% increase in the average selling price. Housing revenues from the Southeast region rose 80% to $1.54 billion in 2005, from $854.2 million in 2004, due to increases of 44% and 25% in unit delivery volume and average selling price, respectively.
      In France, housing revenues of $1.27 billion in 2005 rose 27% from $996.2 million in 2004, reflecting a 30% increase in unit delivery volume but a slight decrease in the average selling price primarily due to the impact of foreign currency rates and a change in product mix.

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      In 2004, West Coast region housing revenues rose 13%, from $1.96 billion in 2003, due to a 16% increase in the average selling price, partly offset by a 3% decrease in unit delivery volume during the year. Housing revenues in the Southwest region increased 27% in 2004, from $1.19 billion in 2003, due to a 12% increase in unit deliveries and a 14% increase in the average selling price. In the Central region, housing revenues in 2004 increased 20% from $1.14 billion in 2003, reflecting a 19% increase in unit delivery volume and a slight increase in the average selling price. The increase in revenues from the Central region in 2004 was partly due to the acquisition of Indiana-based Dura Builders Inc. Our Southeast region housing revenues in 2004 rose 56% from $547.5 million in 2003 as a result of a 42% increase in unit delivery volume and a 10% increase in the average selling price. The Southeast region operations generated an increased proportion of our housing revenues in 2004 due to our expansion in the southeastern United States through acquisitions made during 2004 and 2003.
      In France, housing revenues rose 25% in 2004 from $795.1 million in 2003, reflecting a 20% increase in unit volume, partially due to two acquisitions completed in 2004, and a 4% increase in the average selling price primarily related to the strength in the euro.
Our housing deliveries increased 17%5% to 39,013 units in 2006 from 37,140 units in 2005, from 31,646 units in 2004, reflecting growth in U.S. and French deliveries of 15%4% and 30%12%, respectively, as our community count increased 12% to 541 from 483.respectively. The growth in our domestic unit deliveries reflected year-over-year increases of 9% and 16% in the West Coast and Southeast segments, respectively, partially offset by decreases of 5% and 3% in unit deliveries from the Southwest and Central segments, respectively.


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In 2005, our housing deliveries increased 17% to 37,140 units from 31,646 units delivered in 2004. The increase in our domestic deliveries in 2005 reflected year-over-year increases of 23%, 8% and 44% in thefrom our West Coast, Central and Southeast regions,segments, respectively, partially offset by a slight decrease in unit deliveries from theour Southwest region. West Coast region deliveries increased to 6,624 units in 2005 from 5,383 units in 2004, as a result of an increase of 18% in the average number of communities operated in the region. Southwest region operations delivered 7,357 units in 2005, down slightly from 7,478 units in 2004, reflecting a decrease of 9% in the average number of communities in this region compared to 2004. In the Central region, deliveries rose to 9,866 units in 2005 from 9,101 units in 2004, due to an increase of 7% in the average number of communities in the region. Southeast region deliveries increased to 7,162 units in 2005 from 4,975 units in 2004, reflecting a 43% increase in the average number of active communities in the region, partly due to expansion activity including our 2004 acquisition of Palmetto Traditional Homes (“Palmetto”).segment. French deliveries increased to 6,131 units30% in 2005 from 4,709 units in 2004, as the average number of communities grew by 11% year-over-year.versus 2004.
 In 2004, our housing deliveries increased 16% to 31,646 units from 27,331 units delivered in 2003. The increase in our domestic deliveries reflected year-over-year increases of 12%, 19% and 42% in unit deliveries from our Southwest, Central and Southeast regions, respectively, partially offset by a decrease of 3% in our West Coast region. West Coast region deliveries decreased to 5,383 units in 2004 from 5,549 units in 2003. Southwest operations delivered 7,478 units in 2004, up from 6,695 units in 2003, reflecting an increase of 18% in the average number of communities operated in the region. Deliveries from Central region operations increased to 9,101 units in 2004 from 7,659 units in 2003, while the average number of communities in the Central region increased 34% from the prior year. Deliveries from the Southeast region increased to 4,975 units in 2004 from 3,504 units in 2003 primarily due to our expansion activity in the region, including the 2004 acquisition of Palmetto and the 2003 acquisition of Colony Homes. French deliveries increased 20% to 4,709 units in 2004 from 3,924 units in 2003.
Our average new home price rose 15%10% in 2006, to $277,600 from $252,100 in 2005, primarily due to $252,100 from $219,900the delivery in 2004, as a result2006 of increaseshomes purchased in the latter half of 2005, when market conditions were more favorable than at present. Increases in the average selling price were most notable in each of our domestic geographic regions, partly offset bythe West Coast, Southwest, Southeast and France segments, with a slight decreaseincrease in France. the Central segment.
The 20042005 average new home price had advanced 6%increased 15% from $206,500$219,900 in 2003, which reflected2004, reflecting generally favorable market conditions, with increases in all of our West Coast, Southwest, Central and France regions,domestic segments, partly offset by a decrease in the Southeast region.
      In the West Coast region, the average selling price rose 12% in 2005 to $460,500 from $411,500 in 2004, which had increased 16% from $353,900 in 2003. The average selling price in the Southwest region increased 31% to $265,600 in 2005, compared with $202,600 in 2004, which had increased 14% from $178,100 in 2003. The Central region average selling price rose 4% to $157,600 in 2005 compared with $151,300 in 2004, which had increased slightly from $149,400 in 2003. The Southeast region average selling price increased 25% in 2005 to $215,100 from $171,700 in 2004, which had increased 10% from $156,200 in 2003.France segment. The higher average selling price in all of our domestic regionssegments in 2005 and 2004 resulted from a combinationnumber of factors: significantlymarket specific factors that pushed demand higher prices throughout the West Coast region; favorable conditions in certain marketsfor our homes, premium lots and communities in the Southwest and Central regions,

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partially offset by the softening of general market conditions in certain submarkets in these regions; and increases in lot premiums and options sold through the KB Home Studios in each of our domestic regions.optional amenities.
 Our average selling price in France decreased 3% to $206,300 in 2005 from $211,500 in 2004, which had increased 4% from $202,600 in 2003. The decrease in 2005 was primarily due to a shift in product mix and unfavorable foreign exchange rates while the increase in 2004 resulted primarily from favorable foreign exchange rates.
Revenues from commercial development activities, all of which are located in metropolitan Paris, totaled $23.0 million in 2006, $5.2 million in 2005, and $22.8 million in 2004, and $107.0 million in 2003. Commercial revenues in 2003 were substantially higher than in 2005 and 2004 due to the sale of an office building by our French commercial operations in 2003.2004.
 
Land sale revenues totaled $129.7 million in 2006, $40.3 million in 2005 and $27.9 million in 2004 and $25.6 million in 2003.2004. Generally, land sale revenues fluctuate with our decisions to maintain or decrease our land ownership position in certain markets based upon the volume of our holdings, 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 sales were more significant in 2006 compared to prior periods, as we sold some of our land in light of challenging market conditions and more moderate demand for new homes.
 
Operating Income.  Operating income decreased to $755.7 million in 2006, down 44% from $1.35 billion in 2005. As a percentage of construction revenues, operating income decreased to 6.9% in 2006 from 14.4% in 2005, mainly due to a lower housing gross margin. Housing gross profits in 2006 decreased 12%, or $296.2 million, to $2.22 billion from $2.51 billion in 2005. As a percentage of related revenues, the housing gross margin was 20.5% in 2006, down from 26.8% in the prior year, primarily due to greater use of price concessions and incentives to meet competitive conditions and aggregate charges of $309.5 million associated with inventory impairments and the abandonment of land purchase options we no longer plan to exercise. Operating income increased 75% to $1.36$1.35 billion in 2005 up 75% from $774.7$772.3 million in 2004. As a percentage of construction revenues, operating income rose to 14.4% in 2005 from 11.1%11.0% in 2004, reflecting an improved housing gross margin.2004. Housing gross profits in 2005 increased 50%, or $840.3 million, to $2.51 billion from $1.67 billion in 2004. As a percentage of related revenues, the housing gross profit margin wasrose to 26.8% in 2005, up from 24.0% in the prior year, primarily due to a higher average selling price. Operating income increased 38% to $774.7 million in 2004, from $562.9 million in 2003. As a percentage of revenues, operating income rose to 11.1% in 2004 from 9.7% in 2003. Housing gross profits in 2004 increased 32%, or $400.4 million, to $1.67 billion from $1.27 billion in 2003. As a percentage of related revenues, the housing gross profit margin rose to 24.0% in 2004, up from 22.5% in 2003, primarily due to a higher average selling price. Commercial activities in France generated profits of $4.3 million in 2006, compared to $2.1 million in 2005 compared toand $5.1 million in 2004 and $22.52004. Our land sales generated losses of $90.3 million in 2003. Our2006, including impairment charges of $63.1 million relating to future land sales. In 2005 and 2004, land sales generated profits of $7.8 million in 2005,and $5.3 million, in 2004 and $2.4 million in 2003.respectively.
 
We evaluate our land and housing inventory for recoverability in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”) on a quarterly basis, and more frequently if impairment indicators exist. During 2006, we recognized a non-cash charge of $228.7 million for the impairment of inventory. The inventory is located in markets where conditions have become challenging, mainly as a result of the excess supply in the face of more moderate demand for new homes. These market dynamics caused a decline in the fair value of certain inventory positions and prompted changes in our strategy concerning projects that no longer meet our internal investment standards. In 2005 and 2004, we recorded non-cash charges of $26.7 million and $4.7 million, respectively, related to inventory impairments.
From time to time, we will write off costs, including earnest money deposits and pre-acquisition costs, associated with land purchase option contracts which we do not intend to exercise. During 2006, 2005 and 2004, we wrote off $143.9 million, $16.2 million and $32.2 million, respectively, as a result of land option contract abandonments.
The inventory impairment charges and land option contract write-offs are included in construction and land costs in our consolidated statements of income.


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Selling, general and administrative expenses totaled $1.37 billion in 2006 compared with $1.17 billion in 2005 compared with $907.7and $910.1 million in 2004. As a percentage of housing revenues, to which these expenses are most closely correlated, selling, general and administrative expenses were 12.4%12.7% in 2006, 12.5% in 2005 and 13.0%13.1% in both 2004 and 2003.2004.
 
Interest Income and Expense.  Interest income, which is generated from short-term investments, and mortgages and notes receivable, amounted to $6.1 million in 2006, $4.2 million in 2005 and $3.9 million in 2004 and $3.0 million in 2003.2004. Generally, increases and decreases in interest income are attributable to changes in the interest-bearing average balances of short-term investments, and mortgages and notes receivable, as well as fluctuations in interest rates.
 
Interest expense results principally from borrowings to finance land purchases, housing inventory and other operating and capital needs. In 2006, interest expense, net of amounts capitalized, decreased slightly to $18.7 million from $18.9 million in 2005. Gross interest incurred in 2006 was $80.8 million higher than that incurred in 2005, mainly due to higher debt levels in 2006. The percentage of interest capitalized in 2006 and 2005 was 93% and 90%, respectively.
In 2005, interest expense, net of amounts capitalized, increased by $.8 million to $18.9 million from $18.1 million in 2004. Gross interest incurred in 2005 was $42.4 million higher than that incurred in 2004, mainly due toreflecting higher debt levels in 2005. The percentage of interest capitalized in 2005 and 2004 was 90% and 87%, respectively. The increase in the percentage of interest capitalized in 2005 resulted from a higher proportion of land under development in 2005 compared to 2004.
      In 2004, interest expense, net of amounts capitalized, decreased to $18.1 million from $23.8 million in 2003. Gross interest incurred in 2004 was $22.6 million higher than that incurred in 2003, reflecting higher debt levels in 2004. The percentage of interest capitalized in 2004 increased from the 80%87% capitalized in 20032004 due to a higher proportion of land under development compared to 2003.2004.
 
Minority Interests.  Operating income was reduced by minority interests of $68.3 million in 2006, $77.8 million in 2005 and $69.0 million in 2004 and $26.9 million in 2003.2004. Minority interests were comprised solely of the minority ownership portion of income from consolidated subsidiaries and joint ventures related to residential and commercial activities. The increasesdecrease in minority interests in 2006 primarily related to decreased activity from a consolidated joint venture in California, partially offset by higher earnings from KBSA. The increase in minority interests in 2005 and 2004 primarily related toreflected increased activity from a consolidated joint venture in California, as well as higher earnings from KBSA.
 On February 7,
We maintain a controlling interest in KBSA and therefore consolidate these operations in our financial statements. As of November 30, 2006 and 2005, we transferred 481,352 shares of KBSA stock, held by us, to KBSA to fulfill certain equity compensation obligations to certain KBSA employees. Since the transfer of shares, as of February 7, 2005, we have

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maintained a 49% equity interest in KBSAour French subsidiary and 68% of the voting rights associated with KBSAits stock. KBSA continues to be consolidated in our financial statements.
 
Equity in Pretax Income (Loss) of Unconsolidated Joint Ventures.  Our unconsolidated joint venture activities were locatedventures operate in Arizona, California, Florida, Nevada, New Mexico, Texas, Virginiacertain markets in the United States and France in 2005, Arizona, California, Florida, Nevada, New Mexico and France in 2004 and California, Florida, Nevada, New Mexico and France in 2003.where our consolidated construction operations are located. These unconsolidated joint ventures posted combined revenues of $288.2 million in 2006, $326.8 million in 2005 and $248.1 million in 2004 and $47.5 million2004. The decrease in 2003. The increased revenues from unconsolidated joint ventures in 2006 was due to a change in product mix. The increase in joint venture revenues in 2005 andfrom 2004 primarily reflected additional joint venture activity in California, Nevadaour West Coast, Southwest and France. Residential unit deliveries from unconsolidated joint ventures totaled 509 in 2005, down from 931 in 2004.France segments. The joint venture revenues in 2006 and 2005 were generated from both residential and commercial activities, whileactivities; in 2004 and 2003 all unconsolidated joint venture revenues were generated from residential properties.activities. Residential activities performed by our unconsolidated joint ventures generally include buying, developing and selling land. In some cases our residential unconsolidated joint ventures also construct and deliver homes. Residential unit deliveries from unconsolidated joint ventures totaled 546 in 2006, 509 in 2005 and 931 in 2004. Commercial activities performed by our unconsolidated joint ventures generally include the development of commercial office buildings. Unconsolidated joint ventures generated combined pretax losses of $31.8 million in 2006, and combined pretax income of $45.5 million in 2005 and $31.9 million in 2004 and $6.92004. Our equity in pretax losses of unconsolidated joint ventures of $10.3 million in 2003. Our2006 included our share of pretax results from unconsolidated joint ventures, a charge of $58.6 million to recognize impairment of certain joint venture investments and a gain of $27.6 million related to the sale of our ownership interest in a joint venture. In 2005 and 2004, our share of pretax income from unconsolidated joint ventures totaled $20.3 million and $17.6 million, respectively.


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CONSTRUCTION SEGMENTS
The following table sets forth financial information related to our construction reporting segments for the years indicated (in thousands):
             
  Years Ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
 
West Coast:            
Revenues $3,531,279  $3,050,486  $2,215,258 
Operating costs and expenses  (3,178,973)  (2,383,112)  (1,756,876)
Other, net  7,558   13,929   (6,035)
             
Pretax income $359,864  $681,303  $452,347 
             
Southwest:            
Revenues $2,183,830  $1,964,483  $1,517,981 
Operating costs and expenses  (1,809,930)  (1,452,272)  (1,251,552)
Other, net  (8,802)  1,635   4,254 
             
Pretax income $365,098  $513,846  $270,683 
             
Central:            
Revenues $1,553,309  $1,559,067  $1,385,890 
Operating costs and expenses  (1,591,982)  (1,512,831)  (1,322,358)
Other, net  (16,076)  (18,084)  (15,539)
             
Pretax income (loss) $(54,749) $28,152  $47,993 
             
Southeast:            
Revenues $2,091,425  $1,549,277  $855,367 
Operating costs and expenses  (2,036,000)  (1,392,825)  (858,665)
Other, net  (16,492)  (3,944)  (3,778)
             
Pretax income (loss) $38,933  $152,508  $(7,076)
             
France:            
Revenues $1,623,709  $1,286,969  $1,033,771 
Operating costs and expenses  (1,438,588)  (1,148,492)  (933,683)
Other, net  (76,331)  (67,035)  (47,494)
             
Pretax income $108,790  $71,442  $52,594 
             
The following table presents information concerning our housing revenues and unit deliveries by construction reporting segment:
                     
     Percent
     Percent
    
     of
     of
    
     Total
     Total
  Average
 
  Housing
  Housing
  Unit
  Unit
  Selling
 
Years Ended November 30,
 Revenues  Revenues  Deliveries  Deliveries  Price 
  (in thousands)             
 
2006                    
West Coast $3,530,679   32%  7,213   18% $489,500 
Southwest  2,151,908   20   7,011   18   306,900 
Central  1,536,075   14   9,613   25   159,800 
Southeast  2,024,574   19   8,287   21   244,300 
France  1,587,557   15   6,889   18   230,400 
                     
Total $10,830,793    100%  39,013    100% $277,600 
                     


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     Percent
     Percent
    
     of
     of
    
     Total
     Total
  Average
 
  Housing
  Housing
  Unit
  Unit
  Selling
 
Years Ended November 30,
 Revenues  Revenues  Deliveries  Deliveries  Price 
  (in thousands)             
 
2005                    
West Coast $3,050,486   33%  6,624   18% $460,500 
Southwest  1,954,196   21   7,357   20   265,600 
Central  1,554,863   17   9,866   27   157,600 
Southeast  1,540,226   16   7,162   19   215,100 
France  1,265,032   13   6,131   16   206,300 
                     
Total $9,364,803   100%  37,140   100% $252,100 
                     
2004                    
West Coast $2,215,258   32%  5,383   17% $411,500 
Southwest  1,515,189   22   7,478   23   202,600 
Central  1,376,723   20   9,101   29   151,300 
Southeast  854,199   12   4,975   16   171,700 
France  996,179   14   4,709   15   211,500 
                     
Total $6,957,548   100%  31,646   100% $219,900 
                     
West Coast — Housing revenues increased 16% to $3.53 billion from $3.05 billion in 2005 $17.6due to a 9% increase in unit deliveries and a 6% increase in the average selling price. West Coast unit deliveries increased to 7,213 units in 2006 from 6,624 units in 2005 while the average selling price rose to $489,500 in 2006 from $460,500 in 2005. Pretax income decreased to $359.9 million in 2006 from $681.3 million in 2005. As a percentage of total revenues, pretax income decreased to 10.2% from 22.3% in 2005. This decrease was principally due to $213.1 million of inventory and joint venture impairment charges and land option contract write-offs in 2006, and a lower housing gross margin stemming from greater use of price concessions and incentives as a result of increased competition in the markets within this segment.
In 2005, West Coast housing revenues rose 38%, from $2.22 billion in 2004, due to a 23% increase in unit deliveries and a 12% increase in the average selling price. West Coast deliveries increased to 6,624 units in 2005 from 5,383 units in 2004 while the average selling price increased to $460,500 in 2005 from $411,500 in 2004. Pretax income increased to $681.3 million in 2005 from $452.3 million in 2004. As a percentage of total revenues, pretax income increased to 22.3% from 20.4% in 2004. This increase primarily reflected significantly higher prices and very favorable market conditions.
Southwest — In 2006, housing revenues rose 10% to $2.15 billion, from $1.95 billion in 2005, due to a 16% increase in the average selling price, partly offset by a 5% decrease in unit deliveries. The average selling price increased to $306,900 in 2006 from $265,600 in 2005. Southwest operations delivered 7,011 units in 2006, down from 7,357 units in 2005. Pretax income decreased to $365.1 million, or 16.7% of total revenues, in 2006 from $513.8 million, or 26.2% of total revenues, in 2005. The decrease was primarily due to a lower housing gross margin stemming from moderating market conditions, greater competition, and the increased use of price concessions and sales incentives.
In 2005, Southwest housing revenues increased 29% to $1.95 billion from $1.51 billion in 2004, due to a 31% increase in the average selling price, partly offset by a slight decrease in unit deliveries. Southwest operations delivered 7,357 units in 2005, down slightly from 7,478 units in 2004. The average selling price increased to $265,600 in 2005 from $202,600 in 2004. Pretax income increased to $513.8 million in 2005 from $270.7 million in 2004. As a percentage of total revenues, pretax income increased to 26.2% from 17.8% in 2004, primarily driven by rising prices in a very strong market environment.
Central — Housing revenues of $1.54 billion were essentially flat with 2005, reflecting ayear-over-year decrease of 3% in unit deliveries offset by a slight increase in the average selling price. In the Central segment, deliveries decreased to 9,613 units in 2006 from 9,866 in 2005. The average selling price increased to $159,800 in 2006 from $157,600 in 2005. Central operations generated a pretax loss of $54.7 million in 2006, down from pretax income of $28.2 million in

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2005 primarily due to $48.8 million of inventory impairments and land option contract write-offs in 2006 and a slightly lower housing gross margin.
In 2005, Central housing revenues increased 13% from $1.38 billion in 2004, reflecting an 8% increase in unit deliveries and a 4% increase in the average selling price. Deliveries from Central operations increased to 9,866 units in 2005 from 9,101 units in 2004 while the average selling price increased to $157,600 in 2005 from $151,300 in 2004. Pretax income decreased to $28.2 million in 2005 from $48.0 million in 2004. As a percentage of total revenues, pretax income decreased to 1.8% from 3.5% in 2004. This decrease primarily reflected softening in certain submarkets in the segment.
Southeast — Housing revenues increased 31% to $2.02 billion in 2006 from $1.54 billion in 2005 due to increases of 16% in unit deliveries and 14% in the average selling price. Southeast deliveries increased to 8,287 units in 2006 from 7,162 units in 2005. The average selling price rose to $244,300 in 2006 from $215,100 in 2005. Pretax income decreased to $38.9 million in 2006 from $152.5 million in 2005. As a percentage of total revenues, pretax income decreased to 1.9% from 9.8% in 2005 principally due to $129.9 million of inventory and joint venture impairment charges and land option contract write-offs in 2006.
In 2005, Southeast housing revenues rose 80% to $1.54 billion from $854.2 million in 2004 as a result of a 44% increase in unit deliveries and $2.5a 25% increase in the average selling price. Southeast deliveries increased to 7,162 in 2005 from 4,975 units in 2004, while the average selling price increased to $215,100 in 2005 from $171,700 in 2004. Pretax income increased to $152.5 million in 2003.2005 from a loss of $7.1 million in 2004 as a result of significantly higher unit volume and average selling prices, and a positive operating environment.
France — Housing revenues rose 25% to $1.59 billion in 2006 from $1.27 billion in 2005, reflecting a 12% increase in both unit delivery volume and the average selling price. French deliveries increased to 6,889 units in 2006 from 6,131 in 2005. The average selling price in France increased to $230,400 in 2006 from $206,300 in 2005 primarily due to a change in product mix and foreign currency exchange rates. Pretax income increased to $108.8 million in 2006 from $71.4 million in 2005. As a percentage of total revenues, pretax income increased to 6.7% in 2006 from 5.6% in 2005.
In 2005, French housing revenues rose 27% to $1.27 billion from $996.2 million in 2004. This growth was driven by a 30% increase in unit delivery volume, partially offset by a slight decrease in the average selling price. French deliveries increased to 6,131 units in 2005 from 4,709 units in 2004. The average selling price in France decreased to $206,300 in 2005 from $211,500 in 2004. Pretax income from this segment increased to $71.4 million in 2005 from $52.6 million in 2004. Pretax income as a percentage of total revenues increased to 5.6% in 2005 from 5.1% in 2004.
FINANCIAL SERVICES SEGMENT
 
Our financial services segment provides mortgage banking, title, insurance and escrow coordination and insurance services to our domestic homebuyers. On September 1, 2005, we completed the sale of substantially all the mortgage banking assets of KBHMC to Countrywide and in a separate transaction established Countrywide KB Home Loans, a joint venture with Countrywide. Countrywide KB Home Loans began making loans to our U.S. homebuyers on September 1, 2005 and essentially replaced the mortgage banking operations of KBHMC, our wholly-ownedwholly owned financial services subsidiary which had provided mortgage banking services to our homebuyers in the past. KB Home and Countrywide each have a 50% ownership interest in the joint venture with Countrywide providing management oversight of the joint venture’s operations. Countrywide KB Home Loans is accounted for as an unconsolidated joint venture in the financial services reporting segment of our consolidated financial statements.


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The following table presents a summary of selected financial and operational data for our financial services segment (dollars in thousands):
              
  Years Ended November 30,
   
  2005 2004 2003
       
Revenues $31,368  $44,417  $75,125 
Expenses  (20,400)  (35,729)  (39,348)
Equity in pretax income of unconsolidated joint venture  230       
          
Pretax income $11,198  $8,688  $35,777 
          
 
Total originations*:            
 Loans  12,109   18,087   20,713 
 Principal $2,206,788  $3,038,835  $3,443,326 
 Retention rate  48%  59%  73%
Loans sold to third parties*:            
 Loans  9,295   18,599   22,607 
 Principal $1,523,235  $3,110,500  $3,786,086 
             
  Years Ended November 30, 
  2006  2005  2004 
 
Revenues $  20,240  $31,368  $44,417 
Expenses  (5,923)  (20,400)  (35,729)
Equity in pretax income of unconsolidated joint venture  19,219   230    
             
Pretax income $33,536  $11,198  $8,688 
             
       
Total originations (a):            
Loans      12,109   18,087 
Principal     $2,206,788  $3,038,835 
Retention rate      48%  59%
Loans sold to third parties (a):            
Loans      9,295   18,599 
Principal     $1,523,235  $3,110,500 
*(a) Information for 2005 is through August 31, 2005 since KBHMC did not directly originate loans subsequent to the sale of substantially all of its mortgage banking assets on September 1, 2005.
 
Revenues.  Our financial services operations generated revenues primarily from the following sources: interest income; title services; insurance commissions; escrow coordination fees; and sales of mortgage loans and servicing rights. Financial services revenues included interest income of $.2 million, $8.2 million and $11.5 million in 2006, 2005 and $14.2 million in 2005, 2004, and 2003, respectively, which was earned primarily from first mortgages and mortgage-backed securities held for long-term investment as collateral. Interest income decreased in 2006 and 2005 mainly due to the wind-down of the mortgage banking operations of KBHMC. Interest income decreased in 2004 primarily due to a lower average balance of first mortgages held under commitments of sale and other receivables outstanding as a result of a decrease in the financial services

27


subsidiary’s retention rate. Financial services revenues also included revenues from title services, insurance commissions and escrow coordination fees of $20.0 million in 2006, $17.3 million in 2005, and $13.0 million in 2004, and $10.5 million in 2003.2004. The increases in revenues related to these services are in direct correlation with the higher unit delivery volume of our domestic homebuilding operations. TheseFinancial services are expected to be provided by the financial services segment on an ongoing basis. Mortgagerevenues included mortgage and servicing rights income totaledof $5.9 million $19.9 million and $50.4$19.9 million in 2005 2004 and 2003,2004, respectively. The decrease in 2005 was primarily due to the wind-down of KBHMC’s mortgage banking operations. The decreaseDue to the sale of KBHMC’S mortgage banking operations in 2004the fourth quarter of 2005, no mortgages and servicing rights income was mainly due to a rising interest rate environment, a shift towards adjustable rate products from fixed rate products and a lower retention rate (the percentage of our domestic homebuyers using our financial services subsidiary as a loan originator).generated in 2006.
 
Expenses.  Financial services expenses in 2006, 2005 2004 and 20032004 were comprised of interest expense, general and administrative expenses, and other income and expense items. Interest expense increaseddecreased to a nominal amount in 2006 from $5.2 million in 2005, which had increased from $4.5 million in 2004, which had decreased from $6.4 million in 2003.2004. General and administrative expenses totaled $5.9 million, $22.0 million and $31.2 million in 2006, 2005 and $32.9 million in 2005, 2004, and 2003, respectively. The lower level ofdecreases in general and administrative expenses in 2006 and 2005 versus 2004 waswere primarily due to the wind-down of KBHMC’s mortgage banking operations. In 2004, generaloperations in the fourth quarter of 2005 and administrative expenses decreased from the prior year duechange in the mortgage banking operations of KBHMC to a lower level of activity.an unconsolidated joint venture structure. In 2005, financial services expenses included other items aggregating to income of $6.8 million. These other items included a $26.6 million gain recorded in connection with the sale of assets to Countrywide. The gain represented the cash received over the sum of the book value of the assets sold and certain nominal costs associated with the disposal. In addition, financial services expenses in 2005 included $19.8 million of expenses accrued for various regulatory and other contingencies.
 
Equity in pretax income of unconsolidated joint venture.  The equity in pretax income of unconsolidated joint venture of $19.2 million in 2006 and $.2 million in 2005 relates to our 50% interest in the Countrywide KB Home Loans joint venture, which commenced operations on September 1, 2005.
INCOME TAXES
 We recorded income
Income tax expense of $453.6totaled $215.7 million in 2006, $466.5 million in 2005 $236.8 millionand $241.3 in 2004 and $182.7 million in 2003.2004. These amounts representedrepresent effective income tax rates of approximately 35%31% for 2006, 36% for 2005 and 33%34% for both2004. The decrease in our effective tax rate in 2006 from 2005 was primarily due to the release of excess state tax accruals, the tax benefits from the


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manufacturing deduction created by the American Jobs Creation Act of 2004, and 2003.a reduction in the disallowance of stock-based compensation deductions and related expenses, partially offset by a reduction in available fuel tax credits and a 25% phase-out of these tax credits. The increase in the effective tax rate in 2005 from 2004 to 2005 was primarily due to substantially higher pretax income, growth in markets with higher state tax rates, and a decrease in the available tax credits. Pretax income for financial reporting purposescredits and taxable income for income tax purposes historically have differed primarily due to the impacteffect of state income taxes, treatment of foreign-related income, intercompany dividends and investments in tax credit partnerships.non-deductible stock-based compensation adjustments.
 
During 2006, 2005 2004 and 2003,2004, we made investments that have resulted in benefits in the form of synthetic fuel tax credits. During 2005, a small portion of these tax credits were forfeited as part of an IRS settlement. Additionally, these tax credits are subject to a phase-out provision that gradually reduces the tax credits if the annual average price of domestic crude oil increases to a stated phase-out range. While there was not a material reduction in the tax credits in 2005, our 2006Our 2007 effective income tax rate, currently expected to be approximately 36%34%, may increase in the eventif oil prices remain at orrise above current levels and cause tax credits to be reduced. Based on current estimates of the annual average price of domestic crude oil, no phase-out of tax credits is reflected in the 2007 effective income tax rate.
 The American Jobs Creation Act of 2004 provides certain tax benefits for “qualified production activities income.” The tax benefits, if any, resulting from this legislation will be effective starting with our fiscal year ending November 30, 2006. We are currently evaluating the impact of this law on our future effective tax rate, financial position and results of operations.
LIQUIDITY AND CAPITAL RESOURCES
 
We assess our liquidity in terms of our ability to generate cash to fund our operating and investing activities. Historically, we have funded our construction and financial services activities with internally generated cash flows and external sources of debt and equity financing. We also borrow under our $1.5 Billion Credit Facility, and KBSA borrows under various lines of credit. At November 30, 2005,2006, we had cash and cash equivalents of $154.0$654.6 million, compared to $154.0 million at November 30, 2005 and $234.2 million at November 30, 2004 and $138.1 million at November 30, 2003.2004. Operating, investing and financing activities provided net cash of $500.6 million in 2006 and $96.1 million in 2004. These activities used net cash of $80.2 million in 2005. These
Operating Activities.  Operating activities provided net cash of $96.1$715.7 million in 20042006 and used net cash of $191.9 million in 2003.

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Operating Activities. Operating activities used net cash of $52.9 million and $78.9 million in 2005 and 2004, respectively,respectively. Our sources of operating cash in 2006 included earnings of $482.4 million, an increase in accounts payable, accrued expenses and provided $469.5other liabilities of $452.8 million, and various noncash items deducted from net income. Our sources of operating cash in 2006 were partially offset by an increase in inventories of $482.0 million (excluding $235.2 million of inventories acquired through seller financing and a decrease of $18.1 million in 2003. Ourinventories of consolidated variable interest entities (“VIEs”)), an increase in receivables of $78.9 million and other operating uses of $4.4 million.
In 2005, our uses of operating cash in 2005 included net investments in inventories of $1.66$1.70 billion (excluding $204.2 million of inventories acquired through seller financing and $120.7 million of inventories of consolidated variable interest entities (“VIE”))VIEs) and other operating uses of $25.5$21.4 million. The uses of cash wereused was partially offset by earnings of $842.4$823.7 million, an increase in accounts payable, accrued expenses and other liabilities of $560.2$618.2 million, a decrease in receivables of $77.7 million, and various noncash items deducted from net income.
 
In 2004, our uses of operating cash included net investments in inventories of $952.3$989.2 million (excluding the effect of acquisitions, $53.2 million of inventories acquired through seller financing and $85.5 million of inventories of consolidated VIEs), and a slight increase in receivables. The cash used was partially offset by earnings of $480.9$474.0 million, an increase in accounts payable, accrued expenses and other liabilities of $316.6$328.2 million, other operating sources of $20.4$24.2 million and various noncash items deducted from net income.
 In 2003, our sources of operating cash included earnings of $370.8 million, a decrease in receivables of $340.4 million, an increase in accounts payable, accrued expenses and other liabilities of $122.0 million, various noncash items deducted from net income and other operating sources of $33.7 million. The cash provided was partially offset by investments in inventories of $464.5 million (excluding the effect of acquisitions, $43.7 million of inventories acquired through seller financing and $27.4 million of inventories of consolidated VIEs).
Investing Activities.  Investing activities used net cash of $201.4 million in 2006, $98.0 million in 2005 and $267.8 million in 20042004. In 2006, $237.8 million was used for investments in unconsolidated joint ventures and $115.1$22.1 million was used for net purchases of property and equipment. The cash used was partially offset by proceeds of $57.8 million from the sale of our investment in 2003. an unconsolidated joint venture and $.7 million from other investing activities.
In 2005, $117.6 million was used for investments in unconsolidated joint ventures and $24.0 million was used for net purchases of property and equipment. The cash used was partially offset by proceeds of $42.4 million from the sale of substantially all of the mortgage banking assets of KBHMC and $1.2 million provided from other investing activities.
 
In 2004, $128.7 million was used for investments in unconsolidated joint ventures, $121.6 million, net of cash acquired, was used for acquisitions and $23.2 million was used for net purchases of property and equipment. Partially offsetting these uses werewas $5.7 million from other investing activities.


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      In 2003, $105.6 million, net of cash acquired, was used for acquisitions, $13.1 million was used for net purchases of property and equipment, and $9.7 million was used for investments in unconsolidated joint ventures. Partially offsetting these uses were proceeds of $7.8 million received on mortgage-backed securities and $5.5 million from net sales of mortgages held for long-term investment.
Financing Activities.  Financing activities used net cash of $13.7 million in 2006 and provided net cash of $70.7 million and $442.8 million in 2005 and 2004, respectively, and used $546.3 million in 2003.respectively. In 2005, sources2006, uses of cash included $747.6$394.1 million used for repurchases of common stock, net payments of $294.8 million on short-term borrowings, dividend payments of $78.3 million, payments of $24.9 million to minority interests, and payments of $.5 million on collateralized mortgage obligations. Partially offsetting the cash used were proceeds from an unsecured $400.0 million term loan (the “$400 Million Term Loan”), $298.5 million in total proceeds from the issuance of $300.0 million of 71/4% senior notes due 2018 (the “$300 Million 71/4% Senior Notes”), $65.0 million from the issuance of common stock under employee stock plans and $15.4 million of excess tax benefit associated with the exercise of stock options. On December 8, 2005, our board of directors increased the annual cash dividend on our common stock to $1.00 per share from $.75 per share.
In 2005, financing activities provided $747.6 million in total proceeds from the issuance of $300 million of 57/8% senior notes due 2015 (the “$300 Million 57/8% Senior Notes”) and $450.0 million of 61/4% senior notes due 2015 (the “$450 Million Senior Notes”), and $101.8 million from the issuance of common stock under employee stock plans. Partially offsetting the cash provided were $513.8 million of net payments on short-term borrowings, $134.7 million used for repurchases of common stock, payments of $68.2 million to minority interests, $61.6 million for cash dividend payments, of $61.6and $.4 million andfor payments on collateralized mortgage obligations of $.4 million.obligations. On December 2, 2004, our board of directors increased the annual cash dividend on our common stock to $.75 per share from $.50 per share.
 
In 2004, financing activities provided $596.2 million from the issuance of $250.0 million of 53/4% senior notes due 2014 (the “$250 Million Senior Notes”), and $350.0 million of 63/8% senior notes due 2011 (the “$350 Million Senior Notes”), $122.9 million in net proceeds from borrowings and $42.2 million from the issuance of common stock under employee stock plans. Partially offsetting the cash provided were $175.0 million used for the redemption of 73/4% senior subordinated notes which matured on October 15, 2004, $66.1 million used for repurchases of common stock, $39.2 million of cash dividend payments, $32.4 million of payments to minority interests and $5.8 million of payments on collateralized mortgage obligations. On December 5, 2003, our board of directors increased the annual cash dividend on our common stock to $.50 per share from $.15 per share.
 In 2003, financing activities used $603.1 million for net payments on borrowings, $129.0 million for the redemption of $125.0 million of 95/8% senior subordinated notes, $108.3 million for repurchases of common stock, $12.0 million for payments to minority interests, $11.8 million for cash dividend payments and $7.2 million for payments on collateralized mortgage obligations. Partially offsetting these uses were $295.3 million in proceeds from the

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sale of $300.0 million of 73/4% senior subordinated notes due 2010 (the “$300 Million Senior Subordinated Notes”), and $29.9 million from the issuance of common stock under employee stock plans.
At November 30, 2005, $300.02006, $450.0 million of capacity remained available under our universal shelf registration statement filed with the SEC on November 12, 2004 (the “2004 Shelf Registration”). As a result of our failure to file our Quarterly Report onForm 10-Q for the quarter ended August 31, 2006 on a timely basis, we cannot use the 2004 Shelf Registration, or any other registration statement onForm S-3, to offer or sell securities until we have timely filed all required reports under the Securities Exchange Act of 1934 for the 12 months prior to our use of the registration statement.
 
Capital Resources.  Our financial leverage, as measured by the ratio of construction debt to total capital, was 46%52% at the end of 2005 compared to 49%2006 and 47% at the end of 2004. Construction debt to total capital is not a financial measure in accordance with U.S. generally accepted accounting principles (“GAAP”). However, we believe this ratio is preferable to total debt to total capital, the most comparable GAAP measure, in order to maintain comparability with other publicly-traded homebuilders. A reconciliation of the non-GAAP measure, construction debt to total capital, to the most comparable GAAP measure, total debt to total capital, follows (in thousands):2005.
                  
  November 30,
   
  2005 2004
     
  Total Debt Construction Total Debt Construction
  to Total Debt to Total to Total Debt to Total
  Capital Capital Capital Capital
         
Debt:                
 Construction $2,463,814  $2,463,814  $1,975,600  $1,975,600 
 Financial services        71,629    
             
Total debt $2,463,814  $2,463,814  $2,047,229  $1,975,600 
             
Total debt $2,463,814  $2,463,814  $2,047,229  $1,975,600 
Stockholders’ equity  2,851,671   2,851,671   2,055,681   2,055,681 
             
Total capital $5,315,485  $5,315,485  $4,102,910  $4,031,281 
             
Ratio  46%  46%  50%  49%
             
 
External sources of financing for our construction activities include our domestic unsecured credit facility,$1.5 Billion Credit Facility, other domestic and foreign bank lines, third-party secured financings, and the public debt and equity markets. Substantial unused lines of credit remain available for our future use, if required, principally through our domestic unsecured revolving credit facility. On November 22, 2005, we entered into the five-year, $1.5 Billion Credit Facility with a consortium of banks. The $1.5 Billion Credit Facility replaced our $1.0 billion unsecured revolving credit facility, which was scheduled to expire in 2007.Facility. Interest on the $1.5 Billion Credit Facility is payable monthly at the London Interbank Offered Rate plus an applicable spread on amounts borrowed. At November 30, 2005,2006, we had $1.07$1.04 billion available for our future use under the $1.5 Billion Credit Facility, net of $350.3$464.2 million of outstanding letters of credit. In addition, KBSA had lines of credit with various banks which totaled $219.0$442.3 million at November 30, 20052006 and have various committed expiration dates through September 2008. Under these unsecured financing agreements, $204.6$437.2 million was available to KBSA at November 30, 2005.2006.
 
Depending upon available terms and our negotiating leverage related to specific market conditions, 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, 2005,2006, we had outstanding seller-financed notes payable of $97.0$130.7 million secured primarily by the underlying property which had a carrying value of $145.3$243.5 million.
 
We continue to benefit in all of our operations from the strength of our capital position, which has allowed us to maintain overall profitability during difficult economic times, finance domestic and international expansion, re-engineer product lines and diversify into new markets through both de novo entry and acquisition.markets. As a result of our geographic diversification, the disciplines of our KBnxt operational business model and our strong capital position, we believe we have adequate resources and sufficient credit facilities to satisfy our current and reasonably anticipated future requirements for funds needed to acquire capital assets


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and land, construct homes, fund our financial services operations, and meet the other anticipated needs of our business, both on a shortshort- and long-term basis.

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OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
 
We conduct a portion of our land acquisition, development and other residential and commercial construction activities through participation in unconsolidated joint ventures in which we hold less than a controlling interest. These unconsolidated joint ventures operate in certain markets in the United States and France where our consolidated construction operations are located. Through unconsolidated joint ventures, we reduce and share our risk and also reduce the amount invested in land, while increasing our access to potential future home sites.homesites. The use of unconsolidated joint ventures also, in some instances, enables us to acquire land which we might not otherwise obtain or have access to on as favorable terms, without the participation of a strategic partner. Our partners in these unconsolidated joint ventures are unrelated homebuilders, land developers orand other real estate entities.entities, or other commercial enterprises. While we view the use ofour participation in unconsolidated joint ventures as beneficial to our homebuilding activities, we do not view them as essential to those activities.
 
We and/or our joint venture partners sometimes obtain certain options or enter into other arrangements under which we can purchase portions of the land held by thean unconsolidated joint ventures. Optionventure. Land option prices are generally negotiated prices that approximate fair value. We do not include in our income from unconsolidated joint ventures our pro rata share of unconsolidated joint venture earnings resulting from land sales to our homebuilding divisions. 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 ventures.
 
Our investment in unconsolidated joint ventures totaled $397.7 million at November 30, 2006 and $275.4 million at November 30, 2005 and $168.4 million at November 30, 2004.2005. These unconsolidated joint ventures had total assets of $2.13$2.5 billion and $1.05$2.13 billion and outstanding secured construction debt of approximately $1.30$1.46 billion and $597.2 million$1.30 billion at November 30, 20052006 and 2004,2005, respectively. In certain instances, we provide varying levels of guarantees on debt of unconsolidated joint ventures. When we or our subsidiaries provide a guarantee, the unconsolidated joint venture generally receives more favorable terms from lenders than would otherwise be available to it. At November 30, 2005,2006, we had payment guarantees related to the third-party debt of three of our unconsolidated joint ventures. The firstOne of our unconsolidated joint ventureventures had aggregate third-party debt of $431.1$481.6 million at November 30, 2005,2006, of which each of the joint venture partners guaranteed its pro rata share. Our share of the payment guarantee, which is triggered only in the event of bankruptcy of the joint venture, was 49% or $209.1$233.6 million. The remaining two unconsolidated joint ventures had total third-party debt of $18.1$14.3 million at November 30, 2005,2006, of which each of the joint venture partners guaranteed its pro rata share. Our share of this guarantee was 50% or $9.0$7.2 million. We also hadOur pro rata share of limited maintenance guarantees of $343.3 million of unconsolidated entity debt totaled $147.3 million at November 30, 2005.2006. The limited maintenance guarantees apply only apply if the value of the collateral (generally land and improvements) is less than a specific percentage of the loan balance. If we are required to make a payment under a limited maintenance guarantee to bring the value of the collateral above the specified percentage of the loan balance, the payment would constitute a capital contribution and/or loan to the affected unconsolidated joint venture and increase our share of any funds the unconsolidated joint venture distributes.
 
In the ordinary course of business, we enter into land option contracts in order to procure land for the construction of homes. The use of such option agreements allows us to reduce the risks associated with land ownership and development;development, reduce our financial commitments, including interest and other carrying costs;costs, and minimize land inventories. Under such land option contracts, we will fund 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 FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (“FASB Interpretation No. 46(R)”), certain of our land option contracts may create a variable interest for us, with the land seller being identified as a VIE.
 
In compliance with FASB Interpretation No. 46(R), we analyzed our land option contracts and other contractual arrangements and have consolidated the fair value of certain VIEs from which we are purchasing land under option contracts. The consolidation of these VIEs, where we were determined to be the primary beneficiary, added $233.6$215.4 million and $112.9$233.6 million to inventories and accrued expenses and other liabilities in our consolidated balance sheets at November 30, 20052006 and 2004,2005, respectively. Our cash deposits related to these land option contracts totaled $41.9 million at November 30, 2006 and $15.0 million at November 30, 2005 and $12.7 million at November 30, 2004.2005. Creditors, if any, of these VIEs have no


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recourse against us. As of November 30, 2005,2006, excluding consolidated VIEs, we had cash deposits totaling $176.3$90.8 million whichthat were associated with land option contracts having an aggregate purchase price of $5.19$2.24 billion.

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The following table summarizes our future cash requirements under contractual obligations as of November 30, 20052006 (in thousands):
                       
  Payments due by Period
   
  2006 2007-2008 2009-2010 After 2010 Total
           
Contractual obligations:                    
 Long-term debt $31,767  $62,537  $676,480  $1,594,516  $2,365,300 
 Operating lease obligations  29,734   53,687   34,741   14,373   132,535 
                
  Total contractual obligations $61,501  $116,224  $711,221  $1,608,889  $2,497,835 
                
 
                     
  Payments due by Period 
           After
    
  2007  2008-2009  2010-2011  2011  Total 
 
Contractual obligations:                    
Long-term debt $98,363  $414,188  $1,312,627  $1,295,431  $3,120,609 
Operating lease obligations  34,786   59,952   30,829   15,020   140,587 
                     
Total contractual obligations $133,149  $474,140  $1,343,456  $1,310,451  $3,261,196 
                     
We are often required to obtain bonds and letters of credit in support of our obligations to various municipalities and other government agencies with respect to subdivision improvements, including roads, sewers and water, among other things. As of November 30, 2005,2006, we had outstanding $1.07approximately $1.24 billion and $350.3$464.2 million of performance bonds and letters of credit, respectively. We do not believe that any currently outstanding bonds or letters of credit will be called. The expiration dates of letters of credit coincide with the expected completion datedates of the related projects. If the obligations related to a project are ongoing, annual extensions of the letters of credit are typically granted on a year-to-year basis. Performance bonds do not have stated expiration dates;dates, rather, we are released from the bonds as the contractual performance is completed.
CRITICAL ACCOUNTING POLICIES
 
Construction Revenue Recognition.  As discussed in Note 11. Summary of Significant Accounting Policies in the Notes to our consolidated financial statements,Consolidated Financial Statements in thisForm 10-K, revenues from housing and other real estate sales are recognized 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 significant down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably assured. In France, revenues from development and construction of single-family detached homes, condominiums and commercial buildings, under long-term contracts with individual investors who own the land, are recognized using the percentage of completionpercentage-of-completion method, which is generally based on revenues and costs incurred as a percentage of estimated total revenues and costs respectively, of individual projects. The percentage of completionpercentage-of-completion method is applied because we meet applicable requirements under Statement of Financial Accounting Standards No. 66, “Accounting for Sales of Real Estate.”Estate” (“SFAS No. 66”). Actual revenues and costs to complete in the future, related to long-term contracts, could differ from our current estimates. If estimates of revenues and costs to complete in the future differ from actual amounts, our revenues, related cumulative profits and costs of sales may be revised in the period that estimates change.
 
Inventories and Cost of Sales.  As discussed in Note 11. Summary of Significant Accounting Policies in the Notes to our consolidated financial statements, land to be developed and projects under developmentConsolidated Financial Statements in thisForm 10-K, inventories are stated at cost, unless they arethe carrying amount of the parcel or subdivision is determined not to be impaired,recoverable, in which case thesethe impaired inventories are measured atwritten down to fair value.value in accordance with SFAS No. 144. Fair value is determined by management estimate and incorporates anticipated future revenues and costs.based on estimated cash flows discounted for inherent risks associated with the long-lived assets, or other valuation techniques. Due to uncertainties in the estimation process, it is possible that actual results could differ from those estimates. Our inventories typically do not consist of completed projects.
 
We rely on certain estimates to determine construction and land costs and resulting gross margins associated with revenues recognized. Our 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 allocated on a relative fair value basis to units within a parcel or subdivision. Land and land development costs generally include related interest and property taxes incurred until development is substantially completed or deliveries have begun within a subdivision.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 assumptions about construction schedules and future 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,


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unforeseen environmental hazard discoveries or other unanticipated issues encountered during construction that fall outside the scope of contracts obtained. 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 construction gross margins in a specific reporting period. To reduce the

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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 recent information available to estimate construction and land costs to be charged to expense. The variances between budgeted and actual amounts identified by us 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.
 
Variable Interest Entities.  As discussed in Note 77. Consolidation of Variable Interest Entities in the Notes to our consolidated financial statements,Consolidated Financial Statements in thisForm 10-K, in the ordinary course of business we enter into land option contracts in order to procure land for the construction of homes. We evaluate such land option contracts in accordance with FASB Interpretation No. 46(R). Under the requirements of FASB Interpretation No. 46(R), certain of our land option contracts may create a variable interest for us, with the land seller being identified as a VIE. Pursuant to FASB Interpretation No. 46(R), an enterprise that absorbs a majority of the VIE’s expected losses or receives a majority of the VIE’s expected residual returns, or both, is considered to be the primary beneficiary of the VIE and must consolidate the entity. For land option contracts with land sellers meeting the definition of a VIE, we analyze the contracts to determine which party is the primary beneficiary of the VIE. Such analyses require the use of assumptions, including assigning probabilities to various estimated cash flow possibilities relative to the entity’s expected profits and losses and the cash flows associated with changes in the fair value of the land under contract. Generally, we do not have any ownership interests in the entities with which we contract to purchase land and we typically do not have the ability to compel these entities to provide assistance in our review. In many instances, these entities provide us little, if any, financial information. To the extent additional information arises or market conditions change, it is possible that our conclusion regarding the consolidation of certain VIEs could change. While such a change would not materially impact our results of operations, it could have a material effect on our consolidated financial position.
 
Warranty Costs.  As discussed in Note 1212. Commitments and Contingencies in the Notes to our consolidated financial statements,Consolidated Financial Statements in thisForm 10-K, 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. For homes sold in the United States, we generally provide a structural warranty of 10 years, a warranty on electrical, heating, cooling and 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 such as appliances. We 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. Factors that affect our warranty liability include the number of homes delivered, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. While we believe the warranty accrual reflected in the consolidated balance sheets to be adequate, actual warranty costs in the future could differ from our current estimates.
 
Business Combinations.Stock-Based Compensation.  We account for acquisitionsAs discussed in Note 1. Summary of other companies underSignificant Accounting Policies in the purchase methodNotes to Consolidated Financial Statements in this Form 10-K, effective December 1, 2005, we adopted the fair value recognition provisions of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.123(R), “Share-Based Payment” (“SFAS No. 123(R)), using the modified prospective transition method. Under that transition method, compensation expense recognized in 2006 includes: (a) compensation expense for all share-based payments granted prior to, but not yet vested as of December 1, 2005, based on the purchase methodgrant date fair value estimated in accordance with the original provisions of accounting,SFAS No. 123, and (b) compensation expense for all share-based payments granted subsequent to December 1, 2005, based on the assets acquired and liabilities assumed are recorded at theirgrant date fair value estimated fair values. The excessin accordance with the provisions of SFASNo. 123(R). Determining the purchase price over the estimated fair value of net assets acquired, if any, is recorded as goodwill. The estimation of fair values of assets and liabilities, andshare-based awards at the allocation of purchase pricegrant date requires judgment by management, especiallyto identify the appropriate valuation model and estimate the assumptions, including the expected term of the stock options, 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 granted using the Black-Scholes option-pricing model with respect to valuations of real estate inventories, which at the time of acquisition are in various stages of development. Actual revenues, costsassumptions based primarily on historical data. If actual results differ significantly from these estimates, stock-based


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compensation expense and time to complete a community could vary from estimates, impacting the allocation of purchase price between tangible and intangible assets. A variation in allocation of purchase price between asset groups, including inventories and goodwill, could have an impact on the timing and ultimate recognition of current and future results of operations. Our reported income includes theour results of operations could be materially impacted. Prior to December 1, 2005, we accounted for stock option grants under the recognition and measurement provisions of acquired companies from the dates of their acquisition.APB Opinion No. 25 and related interpretations.
 
Goodwill.  As disclosed in Note 1. Summary of Significant Accounting Policies in the consolidated financial statements,Notes to Consolidated Financial Statements in thisForm 10-K, we had goodwill in the amount of $242.6$233.8 million at November 30, 20052006 and $249.3$234.8 million at November 30, 2004.2005. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,”Assets” (“SFAS No. 142”), we performed impairment tests of goodwill as of November 30, 20052006 and 2004,2005, and identified no impairment. However, the process of evaluating goodwill for impairment involves the determination of the fair value of our reporting units. Inherent in such fair value determinations are certain judgments and estimates, including the interpretation of current economic indicators and market valuations,

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and assumptions about our strategic plans with regard to our operations. To the extent additional information arises, market conditions change or our strategies change, it is possible that our conclusion regarding goodwill impairment could change and result in a material effect on our consolidated financial position or results of operations.
SUBSEQUENT EVENTS
      On December 8, 2005, our board of directors increased the annual cash dividend on our common stock to $1.00 per share from $.75 per share. The first quarterly dividend at the increased rate of $.25 per share will be paid on February 23, 2006 to stockholders of record on February 9, 2006.
      Our board of directors also authorized a new share repurchase program on December 8, 2005 under which we may repurchase up to 10 million shares of our common stock. Acquisitions under the share repurchase program may be made in open market or private transactions and will be made strategically from time to time at management’s discretion based on its assessment of market conditions and buying opportunities. As of January 31, 2006, we had repurchased two million shares of our common stock under the new share repurchase program at an aggregate price of $154.4 million.
RECENT ACCOUNTING PRONOUNCEMENTS
 
In December 2004,May 2005, the FASBFinancial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,”154, “Accounting Changes and Error Corrections” (“SFAS No. 123(R)”154”), which replaces Accounting Principles Board Opinion No. 20, “Accounting Changes” (“APB Opinion No. 20”) which is a revision ofand Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,”3, “Reporting Accounting Changes in Interim Financial Statements” (“SFAS No. 123”3”)., and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued154 requires retrospective application to Employees,” (“APB Opinion No. 25”) and its related implementation guidance.prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 123(R) requires companies to record compensation expense for share-based payments to employees, including grants of employee stock options, at fair value. SFAS No. 123(R)154 is effective for most public companies at the beginningaccounting changes and corrections of the firsterrors made in fiscal yearyears beginning after JuneDecember 15, 2005. We are currently evaluating the impactThe adoption of SFAS No. 123(R) but believe that the pronouncement will154 is not have a material impact on our financial position or results of operations. The potential impact has historically been disclosed on a pro forma basis.
      In March 2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment” (“SAB No. 107”). SAB No. 107 provides the SEC staff position regarding the application of SFAS No. 123(R) and certain SEC rules and regulations, as well the staff’s views regarding the valuation of share-based payment arrangements for public companies. Additionally, SAB No. 107 highlights the importance of disclosures made related to the accounting for share-based payment transactions. We do not expect the adoption of SAB No. 107expected to have a material impact on our consolidated financial position or results of operations.
 
In June 2005, the Emerging Issues Task Force (“EITF”) released IssueNo. 04-5 “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“(“EITF 04-5”). EITF .EITF 04-5 provides guidance in determining whether a general partner controls a limited partnership and therefore should consolidate the limited partnership.EITF 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership and that the presumption may be overcome if the limited partners have either (1)(a) the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partner without cause, or (2)(b) substantive participating rights. The effective date for applying the guidance inEITF 04-5 was (1)(a) June 29, 2005 for all new limited partnerships and existing limited partnerships for which the partnership agreement was modified after that date, and (2)(b) no later than the beginning of the first reporting period in fiscal years beginning after December 15, 2005 for all other limited partnerships. Implementation ofEITF 04-5 did not have a material impact on our consolidated financial position or results of operations for the year ended November 30, 2005.2006.
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109” (“FASB Interpretation No. 48”). FASB Interpretation No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB Interpretation No. 48 is effective for fiscal years beginning after December 15, 2006. We are currently evaluating the potential impact of adopting FASB Interpretation No. 48 on our consolidated financial position and results of operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to (a) recognize the funded status of a benefit plan (measured as the difference between the fair value of plan assets and the benefit obligation) in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period, (c) measure defined benefit plan assets as of the date of a company’s statement of financial position, and (d) disclose in the notes to the financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed


39


recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. SFAS No. 158 is effective for companies with publicly traded securities as of the end of the fiscal year ending after December 15, 2006. We do not expect that the adoption of SFAS No. 158 will have a material effect on our consolidated financial position or results of operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years. We are currently evaluating the potential impact of adopting SFAS No. 157 on our consolidated financial position and results of operations.
In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”), which addresses how the effects of prior year uncorrected financial statement misstatements should be considered in current year financial statements. SAB No. 108 requires registrants to quantify misstatements using both balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relative quantitative and qualitative factors. The requirements of SAB No. 108 are effective for annual financial statements covering the first fiscal year ending after November 15, 2006. Our adoption of SAB No. 108 in 2006 did not have a material impact on our consolidated financial position or results of operations.
In November 2006, the EITF ratified EITF IssueNo. 06-8, “Applicability of the Assessment of a Buyer’s Continuing Investment under SFAS No. 66 for Sales of Condominiums” (“EITF06-8”). EITF06-8 states that adequacy of the buyer’s investment under SFAS No. 66 should be assessed in determining whether to recognize profit under thepercentage-of-completion method on the sale of individual units in a condominium project. EITF06-8 could require that additional deposits be collected by developers of condominium projects that wish to recognize profit during the construction period under thepercentage-of-completion method. EITF06-8 is effective for fiscal years beginning after March 15, 2007. We are currently evaluating the potential impact of adopting EITF06-8 on our consolidated financial position and results of operations.
OUTLOOK
 In fiscal year 2005,
As a result of the increasingly challenging operating environment that developed in 2006, we generated $9.44 billion of total revenues and $9.53 of diluted earnings per share. These figures represent increases over fiscal year 2004 of 34% and 67%, respectively.
      We entered fiscal year 20062007 with a seven-monthsubstantial decrease in backlog compared to year-earlier levels. At year-end 2006, our backlog of orders for new homes at a historically high level of 25,722was 17,384 units, representing a projected revenue value of $6.76 billion.$4.43 billion, down 32% and 34%, respectively, from backlog units and value at year-end 2005. This substantial decrease reflects lower backlog levels in each of our domestic regions and stems largely from declining orders for new homes and higher cancellation rates during the second half of 2006. Based on lower backlog levels at the start of 2007 and our backlog,current traffic and net order experience, we expect revenue growth for the first half of fiscal year 2006 toanticipate our unit deliveries and revenues in 2007 will be consistent with the growth rates we have experienced over the last several years.
      There are signs, however, that consumer demand in the United States for residential housing at current prices is softening. For example, the U.S. Census Bureau reported that single-family housing starts in December 2005 were

34


approximately 12%substantially lower than in November 20052006. Traffic levels to our communities and approximately 8% lower thannet orders in December 2004. The Bureau also reported that the median sales price for new homes fell approximately 3% in December 2005 relative to the median sales price in December 2004.
      Our results to date in fiscal year 2006 reflect these broader market trends. In the first two months of 2007 are approximately 10% below those in the year, we have experienced an increase in home order cancellations and a decline in net orders for new homes when compared to the samecorresponding year-earlier period, last year.while cancellation rates are essentially flat.
 It
While it is too early in our prime selling season (February through June) to forecast whetherextrapolate our experience in the first two months of 2007 to the remainder of the year, willwe do not expect current difficult market conditions in U.S. housing markets to improve significantly, or at all, in 2007. These conditions, which include an oversupply of new and resale home inventories in certain markets, lack of affordability in some areas and greater competition, have encouraged many homebuilders and other sellers of residential real estate to aggressively employ discounts, incentives and price concessions to close home sales. We have also used these tactics to meet competition in certain markets. Until the supply of unsold homes is reduced and affordability improves, we expect the current pressure on pricing to continue. Historically, demand for new homesBecause the markets in which we operate have experienced varying degrees of difficulty, we expect them to improve at different rates with some markets recovering faster than others.
We believe the United States has been strong during periods of economic expansion and growth in employment, and we continue to believe that the stategeneral health of the U.S. economy, isincluding still historically low interest rates and high employment levels, bodes well for the single most importanteventual recovery of the homebuilding industry and our long-term indicator of our future financial performance.
      If However, in the near-term, economic data suggest that U.S. consumer demand for residential housing at current trends doprices remains soft. The U.S. Census Bureau recently reported that single-family housing starts in December


40


2006 were approximately 25% lower than in December 2005, while the median sales price for new homes fell approximately 2% in December 2006 from the year-earlier period. Meanwhile, as speculative investors exit the market and consumers delay or cancel home purchases, an oversupply of unsold inventory continues to produce supply/demand imbalances. We believe it will take time for individual housing markets to work through excess supply and that conditions will not improve until late-2007 or 2008 at the earliest.
In light of the present operating environment and our current backlog and net order trends, we may be required to moderateanticipate that our revenue guidance for fiscal year 2006. At the same time, we do not anticipate changing our dilutedunit deliveries, revenues, gross margins, net income and earnings per share guidance for fiscalin 2007 will be substantially below 2006 results. If current net order or selling price trends worsen, or if economic factors, including inflation, interest rates, consumer confidence or employment, deteriorate, our 2007 performance will likely worsen as well. Entering the new year, 2006. As previously announcedwe remain focused on the disciplines of our KBnxt operational business model to manage through this downturn. Specifically, we are continuing to align our organization with anticipated lower unit sales volumes in December 2005,2007, and we are actively seeking opportunities to improve our boardcost structure and maximize performance. Longer term, we believe that our disciplined operating approach and strong financial position will allow us to capitalize on improvements in the U.S. housing market as they occur.
Although we expect our 2007 operating results to fall below those of directors authorized the repurchase of 10 million shares of common stock. As of January 31,recent peak years, we believe our overall inventory and debt will decline from 2006 levels, as we had repurchased two million shares pursuantintend to this authorizationbe selective in addition to the two million shares repurchasedland purchases during the fourth quarteryear while generating positive cash flow from our operations similar to levels achieved in the latter half of 2005 under2006. We believe this will improve our previous authorization.leverage and liquidity and put us in a strong position to make opportunistic investments in inventory as individual markets rebound, and repurchase our common stock when favorable buying opportunities arise.
FORWARD LOOKINGFORWARD-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 presentations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements which are predictive in nature, which depend upon or refer to future events or conditions, or which 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, unit deliveries, 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 units included in backlog and the timing of those deliveries), potential de novo entry into new markets and the impact of such entry, 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 made by us due to a number of factors. The principalmost 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, changes into: general economic conditions,and business conditions; material prices and availability,availability; labor costs and availability,availability; changes in interest rates andrates; our debt levels, the secondary market for loans,level; declines in consumer confidence, competition,confidence; increases in competition; changes in currency exchange rates (insofar as they affect our operations in France), environmental factors and; weather conditions, significant natural disasters (including the effect of recent hurricanes on the U.S. housing market and U.S. economy in general),other environmental factors; government regulations affecting our operations,regulations; the availability and cost of land in desirable areas, unanticipatedareas; violations of our policies, unanticipatedpolicies; the consequences of our past stock option grant practices and the restatement of certain of our financial statements; government investigations and shareholder lawsuits regarding our past stock option grant practices; other legal or regulatory proceedings or claims,claims; conditions in the capital, credit and homebuilding marketsmarkets; and the other risks discussed herein underabove in Item 1A. “Risk Factors.”


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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We primarily enter into debt obligations to support general corporate purposes, including acquisitions, and the operations of our subsidiaries. We are subject to interest rate risk on our senior and senior subordinated notes. For fixed rate debt, changes in interest rates generally affect the fair market value of the debt 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 interest rate changes. However, as disclosed in Note 3 to our consolidated financial statements with regard to our financial

35


services operations, we previously used mortgage forward delivery contracts and non-mandatory commitments to mitigate our exposure to movements in interest rates on interest rate lock agreements and mortgage loans held for sale. As a result of the sale of substantially all of the mortgage banking assets of KBHMC, we no longer use mortgage forward delivery contracts, non-mandatory commitments or interest rate lock agreements and had no such financial instruments outstanding as of November 30, 2005.
 
The following table sets forth as of November 30, 2005,2006, our long-term debt obligations, principal cash flows by scheduled maturity, weighted average interest rates and estimated fair market value (in thousands):
                                  
  Years Ended November 30,   Fair Value at
      November 30,
  2006 2007 2008 2009 2010 Thereafter Total 2005
                 
Long-term debt(1)                                
 Fixed Rate $  $  $  $376,865  $296,919  $1,594,516  $2,268,300  $2,269,156 
 Weighted Average Interest Rate  %  %  %  8.7%  7.8%  6.6%        
 
                                 
                       Fair Value at
 
  Years Ended November 30,     November 30,
 
     2007        2008        2009        2010        2011     Thereafter  Total  2006 
 
Long-term debt (a)                                
Fixed Rate $  $  $398,672  $297,569  $598,213  $1,295,431  $2,589,885   $2,557,643 
Weighted Average Interest Rate  %  %  8.7%  7.8%  7.7%  6.3%        
(1)
(a) Includes senior subordinated and senior notesnotes.
 
A portion of our construction operations are located in France and sales there are denominated in euros. As a result, our financial results could be affected by fluctuations in the value of the U.S. dollar relative to the euro. Therefore,For example, for the year ended November 30, 2005,2006, the result of a 10% uniform strengthening in the value of the dollar relative to the euro would have resulted in a decrease in revenues of $128.7$162.4 million and a decrease in pretax income of $10.6$16.0 million. Comparatively, the 2004 results of a 10% uniform strengthening in the value of the dollar relative to the euro in 2005 would have beenproduced a decrease in revenues of $103.4$128.7 million and a decrease in pretax income of $7.4$10.6 million.


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Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
KB HOME
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
   
  
Page
 
Consolidated Statements of Income for the Years Ended November 30, 2006, 2005 (as restated) and 2004 and 2003(as restated) 3844
Consolidated Balance Sheets as of November 30, 2006 and 2005 and 2004(as restated) 3945
Consolidated Statements of Stockholders’ Equity for the Years Ended November 30, 2006, 2005 (as restated) and 2004 and 2003(as restated) 4046
Consolidated Statements of Cash Flows for the Years Ended November 30, 2006, 2005 (as restated) and 2004 and 2003(as restated) 4147
Notes to Consolidated Financial Statements (as restated) 42-6848-88
Reports of Independent Registered Public Accounting Firm 69-7089-90
 
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.


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37


KB HOME
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
                
  Years Ended November 30,
   
  2005 2004 2003
       
Total revenues
 $9,441,650  $7,052,684  $5,850,554 
          
 Construction:            
  Revenues $9,410,282  $7,008,267  $5,775,429 
  Construction and land costs  (6,888,139)  (5,325,856)  (4,479,019)
  Selling, general and administrative expenses  (1,165,147)  (907,712)  (733,511)
          
   Operating income  1,356,996   774,699   562,899 
  Interest income  4,210   3,918   3,000 
  Interest expense, net of amounts capitalized  (18,872)  (18,154)  (23,780)
  Minority interests  (77,827)  (69,049)  (26,889)
  Equity in pretax income of unconsolidated joint ventures  20,316   17,600   2,457 
          
   Construction pretax income  1,284,823   709,014   517,687 
          
 Financial services:            
  Revenues  31,368   44,417   75,125 
  Expenses  (20,400)  (35,729)  (39,348)
  Equity in pretax income of unconsolidated joint venture  230       
          
   Financial services pretax income  11,198   8,688   35,777 
          
Total pretax income
  1,296,021   717,702   553,464 
Income taxes  (453,600)  (236,800)  (182,700)
          
Net income
 $842,421  $480,902  $370,764 
          
Basic earnings per share
 $10.29  $6.14  $4.71 
          
Diluted earnings per share
 $9.53  $5.70  $4.40 
          
             
  Years Ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
 
Total revenues
 $11,003,792  $9,441,650  $7,052,684 
             
Construction:            
Revenues $10,983,552  $9,410,282  $7,008,267 
Construction and land costs  (8,853,503)  (6,888,139)  (5,325,856)
Selling, general and administrative expenses  (1,374,332)  (1,170,956)  (910,078)
             
Operating income  755,717   1,351,187   772,333 
Interest income  6,146   4,210   3,918 
Interest expense, net of amounts capitalized  (18,723)  (18,872)  (18,154)
Minority interests  (68,300)  (77,827)  (69,049)
Equity in pretax income (loss) of unconsolidated joint ventures  (10,325)  20,316   17,600 
             
Construction pretax income  664,515   1,279,014   706,648 
             
Financial services:            
Revenues  20,240   31,368   44,417 
Expenses  (5,923)  (20,400)  (35,729)
Equity in pretax income of unconsolidated joint venture  19,219   230    
             
Financial services pretax income  33,536   11,198   8,688 
             
Total pretax income
  698,051   1,290,212   715,336 
Income taxes  (215,700)  (466,500)  (241,300)
             
Net income
 $482,351  $823,712  $474,036 
             
Basic earnings per share
 $6.12  $10.06  $6.05 
             
Diluted earnings per share
 $5.82  $9.32  $5.62 
             
See accompanying notes.


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KB HOME
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Shares)
           
  November 30,
   
  2005 2004
     
Assets
        
Construction:        
 Cash and cash equivalents $144,783  $190,660 
 Trade and other receivables  580,931   513,974 
 Inventories  6,128,342   4,143,254 
 Investments in unconsolidated joint ventures  275,378   168,425 
 Deferred income taxes  220,814   217,618 
 Goodwill  242,589   249,313 
 Other assets  124,150   142,252 
       
   7,716,987   5,625,496 
Financial services  29,933   210,460 
       
Total assets
 $7,746,920  $5,835,956 
       
 
 
Liabilities and Stockholders’ Equity
        
 
Construction:        
 Accounts payable $892,727  $749,050 
 Accrued expenses and other liabilities  1,338,626   810,913 
 Mortgages and notes payable  2,463,814   1,975,600 
       
   4,695,167   3,535,563 
       
Financial services  55,131   117,672 
Minority interests  144,951   127,040 
Stockholders’ equity:        
 Preferred stock — $1.00 par value; authorized, 10,000,000 shares; none issued      
 Common stock — $1.00 par value; authorized, 300,000,000 shares; 113,905,123 and 110,272,626 shares issued at November 30, 2005 and 2004, respectively  113,905   110,273 
 Paid-in capital  771,973   596,454 
 Retained earnings  2,620,251   1,848,944 
 Accumulated other comprehensive income  28,704   59,968 
 Deferred compensation  (13,605)  (6,046)
 Grantor stock ownership trust, at cost: 12,999,980 shares and 14,754,840 shares at November 30, 2005 and 2004, respectively  (141,266)  (160,334)
 Treasury stock, at cost: 19,020,516 and 16,896,200 shares at November 30, 2005 and 2004, respectively  (528,291)  (393,578)
       
  Total stockholders’ equity  2,851,671   2,055,681 
       
Total liabilities and stockholders’ equity
 $7,746,920  $5,835,956 
       
         
  November 30, 
  2006  2005 
     (as restated) 
 
Assets
        
Construction:        
Cash and cash equivalents $639,211  $144,783 
Trade and other receivables  659,512   580,931 
Inventories  6,454,763   6,128,342 
Investments in unconsolidated joint ventures  397,731   275,378 
Deferred income taxes  393,948   223,091 
Goodwill  233,815   234,771 
Other assets  191,460   124,150 
         
   8,970,440   7,711,446 
Financial services  44,024   29,933 
         
Total assets
 $9,014,464  $7,741,379 
         
         
         
     
Liabilities and Stockholders’ Equity
        
Construction:        
Accounts payable $1,071,265  $892,727 
Accrued expenses and other liabilities  1,680,014   1,410,959 
Mortgages and notes payable  3,125,803   2,463,814 
         
   5,877,082   4,767,500 
         
Financial services  26,276   55,131 
Minority interests  188,358   144,951 
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 and 300,000,000 shares at November 30, 2006 and 2005, respectively; 114,648,604 and 113,905,123 shares issued at November 30, 2006 and 2005, respectively  114,649   113,905 
Paid-in capital  825,958   742,978 
Retained earnings  2,975,465   2,571,372 
Accumulated other comprehensive income  63,197   28,704 
Deferred compensation     (13,605)
Grantor stock ownership trust, at cost: 12,345,182 and 12,999,980 shares at November 30, 2006 and 2005, respectively  (134,150)  (141,266)
Treasury stock, at cost: 25,274,482 and 19,020,516 shares at November 30, 2006 and 2005, respectively  (922,371)  (528,291)
         
Total stockholders’ equity  2,922,748   2,773,797 
         
Total liabilities and stockholders’ equity
 $9,014,464  $7,741,379 
         
See accompanying notes.


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KB HOME
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
                                              
  Years Ended November 30,
   
  Number of Shares  
     
    Grantor     Accumulated   Grantor  
    Stock     Other   Stock   Total
  Common Ownership Treasury Common Paid-in Retained Comprehensive Deferred Ownership Treasury Stockholders’
  Stock Trust Stock Stock Capital Earnings Income (Loss) Compensation Trust Stock Equity
                       
Balance at November 30, 2002  106,844   (15,800)  (10,896) $106,844  $508,448  $1,049,965  $8,895  $(8,978) $(171,702) $(219,121) $1,274,351 
                                  
Comprehensive income:                                            
 Net income                 370,764               370,764 
 Foreign currency translation                    30,923            30,923 
 Net unrealized loss on hedges                    (1,330)           (1,330)
                                  
 Total comprehensive income                                400,357 
Dividends on common stock                  (11,809)              (11,809)
Exercise of employee stock options  1,310         1,310   22,661   (655)              23,316 
Restricted stock amortization                       1,466         1,466 
Grantor stock ownership trust     586         7,132            6,370      13,502 
Treasury stock        (4,000)                    (108,332)  (108,332)
                                  
Balance at November 30, 2003  108,154   (15,214)  (14,896)  108,154   538,241   1,408,265   38,488   (7,512)  (165,332)  (327,453)  1,592,851 
                                  
Comprehensive income:                                            
 Net income                 480,902               480,902 
 Foreign currency translation                    21,480            21,480 
                                  
 Total comprehensive income                                502,382 
Dividends on common stock                  (39,163)              (39,163)
Exercise of employee stock options  2,119         2,119   47,337   (1,060)              48,396 
Restricted stock amortization                       1,466         1,466 
Grantor stock ownership trust     459         10,876            4,998      15,874 
Treasury stock        (2,000)                    (66,125)  (66,125)
                                  
Balance at November 30, 2004  110,273   (14,755)  (16,896)  110,273   596,454   1,848,944   59,968   (6,046)  (160,334)  (393,578)  2,055,681 
                                  
Comprehensive income:                                            
 Net income                 842,421               842,421 
 Foreign currency translation                    (31,264)           (31,264)
                                  
 Total comprehensive income                                811,157 
Dividends on common stock                  (61,577)              (61,577)
Exercise of employee stock options  3,632   950      3,632   139,755   (1,301)        10,323      152,409 
Restricted stock awards     149         7,940         (9,555)  1,615       
Restricted stock amortization                       1,996         1,996 
Grantor stock ownership trust     656         27,824            7,130      34,954 
Treasury stock        (2,125)                    (134,713)  (134,713)
French share transfer                 (8,236)              (8,236)
                                  
Balance at November 30, 2005  113,905   (13,000)  (19,021) $113,905  $771,973  $2,620,251  $28,704  $(13,605) $(141,266) $(528,291) $2,851,671 
                                  
                                             
  Years Ended November 30, 
  Number of Shares           Accumulated
             
     Grantor
              Other
     Grantor
       
     Stock
              Comprehensive
     Stock
     Total
 
  Common
  Ownership
  Treasury
  Common
  Paid-in
  Retained
  Income
  Deferred
  Ownership
  Treasury
  Stockholders’
 
  Stock  Trust  Stock  Stock  Capital  Earnings  (Loss)  Compensation  Trust  Stock  Equity 
 
Balance at November 30, 2003, as previously reported  108,154   (15,214)  (14,896) $108,154  $538,241  $1,408,265  $38,488  $(7,512) $(165,332) $(327,453) $1,592,851 
Cumulative effect of restatement              22,615   (23,304)              (689)
                                             
Balance at November 30, 2003, as restated  108,154   (15,214)  (14,896)  108,154   560,856   1,384,961   38,488   (7,512)  (165,332)  (327,453)  1,592,162 
                                             
Comprehensive income:                                            
Net income, as restated                 474,036               474,036 
Foreign currency translation                    21,480            21,480 
                                             
Total comprehensive income, as restated                                495,516 
Dividends on common stock                  (39,163)              (39,163)
Exercise of employee stock options, as restated  2,119         2,119   36,235   (1,060)              37,294 
Restricted stock amortization                       1,466         1,466 
Stock-based compensation, as restated              2,366                  2,366 
Grantor stock ownership trust     459         10,876            4,998      15,874 
Treasury stock        (2,000)                    (66,125)  (66,125)
                                             
Balance at November 30, 2004, as restated  110,273   (14,755)  (16,896)  110,273   610,333   1,818,774   59,968   (6,046)  (160,334)  (393,578)  2,039,390 
                                             
Comprehensive income:                                            
Net income, as restated                 823,712               823,712 
Foreign currency translation                    (31,264)           (31,264)
                                             
Total comprehensive income, as restated                                792,448 
Dividends on common stock                  (61,577)              (61,577)
Exercise of employee stock options, as restated  3,632   950      3,632   91,072   (1,301)        10,323      103,726 
Restricted stock awards     149         7,940         (9,555)  1,615       
Restricted stock amortization                       1,996         1,996 
Stock-based compensation, as restated              5,809                  5,809 
Grantor stock ownership trust     656         27,824            7,130      34,954 
Treasury stock        (2,125)                    (134,713)  (134,713)
French share transfer                 (8,236)              (8,236)
                                             
Balance at November 30, 2005, as restated  113,905   (13,000)  (19,021)  113,905   742,978   2,571,372   28,704   (13,605)  (141,266)  (528,291)  2,773,797 
                                             
Comprehensive income:                                            
Net income                 482,351               482,351 
Foreign currency translation                    34,493            34,493 
                                             
Total comprehensive income                                516,844 
Dividends on common stock                  (78,258)              (78,258)
Exercise of employee stock options  744         744   34,723                  35,467 
Restricted stock awards     537         32,726            5,839      38,565 
Restricted stock amortization              4,649                  4,649 
Stock-based compensation              19,358                  19,358 
Grantor stock ownership trust     118         5,129            1,277      6,406 
Treasury stock        (6,253)                    (394,080)  (394,080)
Reclass due to SFAS No. 123(R) implementation              (13,605)        13,605          
                                             
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 
                                             
See accompanying notes.


46

40


KB HOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
                
  Years Ended November 30,
   
  2005 2004 2003
       
Cash flows from operating activities:
            
 Net income $842,421  $480,902  $370,764 
 Adjustments to reconcile net income to net cash provided (used) by operating activities:            
  Equity in pretax income of unconsolidated joint ventures  (20,546)  (17,600)  (2,457)
  Distributions of earnings from unconsolidated joint ventures  15,996   11,105   401 
  Gain on sale of mortgage banking assets  (26,647)      
  Minority interests  77,827   69,049   26,889 
  Amortization of discounts and issuance costs  2,919   2,015   1,769 
  Depreciation and amortization  20,528   21,848   21,509 
  Provision for deferred income taxes  (3,196)  (51,722)  12,126 
  Tax benefits associated with exercise of stock options  85,614   22,102   6,896 
  Change in assets and liabilities, net of effects from acquisitions:            
   Receivables  77,670   (1,332)  340,424 
   Inventories  (1,660,229)  (952,346)  (464,494)
   Accounts payable, accrued expenses and other liabilities  560,232   316,610   121,966 
   Other, net  (25,504)  20,447   33,662 
          
Net cash provided (used) by operating activities  (52,915)  (78,922)  469,455 
          
Cash flows from investing activities:
            
 Acquisitions, net of cash acquired     (121,546)  (105,622)
 Proceeds from sale of mortgage banking assets  42,396       
 Investments in unconsolidated joint ventures  (117,633)  (128,734)  (9,718)
 Net sales of mortgages held for long-term investment  806   (237)  5,470 
 Payments received on first mortgages and mortgage-backed securities  454   5,911   7,843 
 Purchases of property and equipment, net  (23,997)  (23,170)  (13,052)
          
Net cash used by investing activities  (97,974)  (267,776)  (115,079)
          
Cash flows from financing activities:
            
 Net proceeds from (payments on) credit agreements and other short-term borrowings  (365,258)  178,887   (516,277)
 Proceeds from issuance of senior subordinated notes        295,332 
 Proceeds from issuance of senior notes  747,591   596,169    
 Redemption of senior subordinated notes        (129,016)
 Redemption of senior notes     (175,000)   
 Payments on collateralized mortgage obligations  (429)  (5,830)  (7,231)
 Payments on mortgages, land contracts and other loans  (148,528)  (55,942)  (86,848)
 Issuance of common stock under employee stock plans  101,749   42,168   29,922 
 Payments to minority interests  (68,152)  (32,389)  (11,983)
 Payments of cash dividends  (61,577)  (39,163)  (11,809)
 Repurchases of common stock  (134,713)  (66,125)  (108,332)
          
Net cash provided (used) by financing activities  70,683   442,775   (546,242)
          
Net increase (decrease) in cash and cash equivalents
  (80,206)  96,077   (191,866)
Cash and cash equivalents at beginning of year  234,196   138,119   329,985 
          
Cash and cash equivalents at end of year $153,990  $234,196  $138,119 
          
Summary of cash and cash equivalents:
            
 Construction $144,783  $190,660  $116,555 
 Financial services  9,207   43,536   21,564 
          
  Total cash and cash equivalents $153,990  $234,196  $138,119 
          
Supplemental disclosures of cash flow information:
            
 Interest paid, net of amounts capitalized $9,720  $6,990  $23,534 
 Income taxes paid  320,018   191,710   108,335 
          
Supplemental disclosures of noncash activities:
            
 Cost of inventories acquired through seller financing $204,185  $53,168  $43,717 
 Inventory of consolidated variable interest entities  120,674   85,488   27,390 
          
             
  Years Ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
Cash flows from operating activities:
            
Net income $482,351  $823,712  $474,036 
Adjustments to reconcile net income to net cash provided (used) by operating activities:            
Equity in pretax income of unconsolidated joint ventures  (8,894)  (20,546)  (17,600)
Distributions of earnings from unconsolidated joint ventures  25,505   15,996   11,105 
Gain on sale of investment in unconsolidated joint venture  (27,612)      
Gain on sale of mortgage banking assets     (26,647)   
Minority interests  68,300   77,827   69,049 
Amortization of discounts and issuance costs  3,946   2,919   2,015 
Depreciation and amortization  20,221   20,528   21,848 
Provision for deferred income taxes  (170,857)  (3,661)  (51,443)
Excess tax benefit associated with exercise of stock options  (15,384)      
Stock option income tax benefits     36,930   10,999 
Stock-based compensation expense  19,358   5,809   2,366 
Inventory impairments and land option cost write-offs  431,239   42,922   36,873 
Change in assets and liabilities, net of effects from acquisitions:            
Receivables  (78,927)  77,670   (1,332)
Inventories  (481,980)  (1,703,151)  (989,219)
Accounts payable, accrued expenses and other liabilities  452,840   618,178   328,219 
Other, net  (4,374)  (21,401)  24,162 
             
Net cash provided (used) by operating activities  715,732   (52,915)  (78,922)
             
Cash flows from investing activities:
            
Acquisitions, net of cash acquired        (121,546)
Proceeds from sale of investment in unconsolidated joint venture  57,767       
Proceeds from sale of mortgage banking assets     42,396    
Investments in unconsolidated joint ventures  (237,786)  (117,633)  (128,734)
Net sales of mortgages held for long-term investment  204   806   (237)
Payments received on first mortgages and mortgage-backed securities  568   454   5,911 
Purchases of property and equipment, net  (22,115)  (23,997)  (23,170)
             
Net cash used by investing activities  (201,362)  (97,974)  (267,776)
             
Cash flows from financing activities:
            
Net proceeds from (payments on) credit agreements and other short-term borrowings  (93,321)  (365,258)  178,887 
Proceeds from term loan  400,000       
Proceeds from issuance of senior notes  298,458   747,591   596,169 
Redemption of senior notes        (175,000)
Payments on collateralized mortgage obligations  (589)  (429)  (5,830)
Payments on mortgages, land contracts and other loans  (201,485)  (148,528)  (55,942)
Issuance of common stock under employee stock plans  65,052   101,749   42,168 
Payments to minority interests  (24,893)  (68,152)  (32,389)
Excess tax benefit associated with exercise of stock options  15,384       
Payments of cash dividends  (78,258)  (61,577)  (39,163)
Repurchases of common stock  (394,080)  (134,713)  (66,125)
             
Net cash provided (used) by financing activities  (13,732)  70,683   442,775 
             
Net increase (decrease) in cash and cash equivalents
  500,638   (80,206)  96,077 
Cash and cash equivalents at beginning of year  153,990   234,196   138,119 
             
Cash and cash equivalents at end of year $654,628  $153,990  $234,196 
             
Summary of cash and cash equivalents:
            
Construction $639,211  $144,783  $190,660 
Financial services  15,417   9,207   43,536 
             
Total cash and cash equivalents $654,628  $153,990  $234,196 
             
Supplemental disclosures of cash flow information:
            
Interest paid, net of amounts capitalized $  $9,720  $6,990 
Income taxes paid  363,952   320,018   191,710 
             
Supplemental disclosures of noncash activities:
            
Cost of inventories acquired through seller financing $235,209  $204,185  $53,168 
Inventory of consolidated variable interest entities  (18,130)  120,674   85,488 
             
See accompanying notes.


47

41


KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.Summary of Significant Accounting Policies
 
Operations.  KB Home (the “Company”) is a builder of single-family homes with operations in the United States and France. Domestically, the Company operates in Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana, Louisiana, Maryland, Nevada, New Mexico, North Carolina, South Carolina, Texas and Virginia. In France, the Company operates through KBSA, a publicly-tradedpublicly traded subsidiary, which also develops commercial and high density residential projects, such as condominium complexes. The Company also offers complete mortgage services through Countrywide KB Home Loans, a joint venture with Countrywide. Countrywide KB Home Loans, which is accounted for as an unconsolidated joint venture within the Company’s financial services reporting segment, began offering loans to the Company’s domestic homebuyers on September 1, 2005. Through its financial services subsidiary, KBHMC, the Company provides title, insurance and escrow coordination and insurance services to its domestic homebuyers. The Company previously offered mortgage banking services directly through KBHMC until September 1, 2005 when substantially all of KBHMC’s mortgage banking assets were sold to Countrywide.
 
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. 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.
 
Use of Estimates.  The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and, as such, include amounts based on informed estimates and judgments of management. Actual results could differ from these estimates.
 
Cash and Cash Equivalents.  The Company considers all highly liquid debt instruments and other short-term investments, purchased with a maturity of three months or less, to be cash equivalents. As of November 30, 20052006 and 2004,2005, the Company’s cash equivalents totaled $20.4$392.9 million and $35.5$20.4 million, respectively.
 
Goodwill.  The Company has recorded goodwill in connection with various acquisitions completed in recentprior years. All of the Company’s goodwill relates to its construction segment.segments. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. The Company tests goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step is used to identify potential impairment, while the second step measures the amount of impairment, if any. The impairment tests of goodwill performed by the Company as of November 30, 20052006 and 20042005 indicated no impairment.
 
The changes in the carrying amount of goodwill are as follows (in thousands):
         
  2005 2004
     
Balance at beginning of year $249,313  $228,999 
Goodwill acquired     14,482 
Foreign currency translation  (6,724)  5,832 
       
Balance at end of year $242,589  $249,313 
       
 
         
  2006  2005 
     (as restated) 
 
Balance at beginning of year $234,771  $245,598 
Goodwill acquired      
Foreign currency translation and other  (956)  (10,827)
         
Balance at end of year $233,815  $234,771 
         
Property and Equipment and Depreciation.  Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Repair and maintenance costs are charged to earnings as incurred. Property and equipment are included in other assets and totaled $62.7 million, net of accumulated depreciation of $64.1 million, at November 30, 2006 and $61.4 million, net of accumulated depreciation of $52.8 million, at November 30, 2005 and $68.7 million, net of accumulated depreciation of $66.0 million, at November 30, 2004.2005. Total depreciation expense for the years ended November 30, 2006, 2005 and 2004 and 2003 was $20.2 million, $20.5 million, $21.8 million, and $21.5$21.8 million, respectively.
 
Foreign Currency Translation.  Results of operations for KBSA are translated to U.S. dollars using the average exchange rates during the period. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Resulting translation adjustments are recorded in stockholders’ equity as foreign currency translation adjustments.


48


Construction Operations.  Revenues from housing and other real estate sales are recognized 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 significant down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably

42


assured. In France, revenues from development and construction of single-family detached homes, condominiums and commercial buildings, under long-term contracts with individual investors who own the land, are recognized using the percentage of completionpercentage-of-completion method, which is generally based on costs incurred as a percentage of estimated total costs of individual projects. Revenues recognized in excess of amounts collected are classified as receivables. Amounts received from buyers in excess of revenues recognized, if any, are classified as other liabilities.
 
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 allocated on a relative fair value basis to units within a parcel or subdivision. Land and land development costs generally include related interest and property taxes incurred until development is substantially completed.real estate taxes.
 Land to be developed and projects under development
Inventories are stated at cost unless the carrying amount of the parcel or subdivision is determined not to be recoverable, in which case the impaired inventories are written down to fair value. Write-downsvalue in accordance with SFAS No. 144. SFAS No. 144 requires that long-lived 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 future undiscounted net cash flows expected to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of revenues, costs and expenses, and other factors. If long-lived assets are considered to be impaired, inventories are recorded as adjustmentsthe impairment to be recognized is measured by the cost basisamount by which the carrying amount of the inventory. The Company’s inventories typically do not consistassets exceeds the fair value of completed projects.the assets. Fair value is determined based on estimated cash flows discounted for inherent risks associated with the long-lived assets, or other valuation techniques.
 
Financial Services Operations.  Prior to September 1, 2005, KBHMCRevenues are generated revenues primarily from the following sources: interest income; title services; insurance commissions; and escrow coordination fees;fees. Interest income is accrued as earned. Title services revenue and escrow coordination fees are recognized at the time the home is closed; insurance commissions are recognized when policies are issued.
Prior to September 1, 2005, the Company also directly generated revenues from loan originations and sales of mortgage loans and servicing rights. AfterSince September 1, 2005, KBHMC no longer directly generated revenues from sales ofthese mortgage loans and servicing rights. Gains or losses on the sales of mortgage loans and related servicing rights were recognized when the loans were sold and delivered to third-party investors. Mortgage loan origination fees were earned when the loans associated with the homes financed were closed and funded. Earned origination fees, net of direct origination costs, were deferred and recognized as revenues, along with the associated gains or losses on the sales of the mortgage loans and related servicing rights, when the mortgage loans were sold to third-party investors. KBHMC earned mortgage servicing incomebanking activities have been performed by servicing mortgage loans on behalf of investors in accordance with individual servicing agreements or on its own behalf during the interim period before mortgage loans were sold. Mortgage loan servicing income, which was generally based on a percentage of the outstanding principal balances of the serviced mortgage loans, was recorded as income as the installment collections on the mortgage loans were received. Interest income was accrued as earned.Countrywide KB Home Loans, an unconsolidated joint venture.
 
First mortgages and mortgage-backed securities consist of securities held for long-term investment and are valued at amortized cost. First mortgages held under commitments of sale that are designated as hedged items are recorded at fair value. Loans not designated as hedged items are valued at the lower of cost or market. Market is principally based on public market quotations or outstanding commitments obtained from investors to purchase first mortgages receivable. There are no first mortgages held under commitments of sale that are designated as hedged items.
 Accounting for Derivative Instruments and Hedging Activities. Prior to September 1, 2005, to meet the financing needs of its customers, KBHMC was party to IRLCs which were extended to borrowers who had applied for loan funding and met certain defined credit and underwriting criteria. In accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” KBHMC classified and accounted for IRLCs as non-designated derivative instruments at fair value with changes in fair value recorded to earnings.
      In the normal course of business and pursuant to its risk management policy, KBHMC used derivative financial instruments to reduce its exposure to fluctuations in interest rates. When interest rates rose, IRLCs and mortgage loans held for sale declined in value. To preserve the value of its mortgage inventory and minimize the impact of movements in market interest rates on the IRLCs and mortgage loans held for sale, KBHMC entered into mandatory and non-mandatory forward delivery contracts to sell mortgage loans. As a result of the sale of substantially all the mortgage banking assets of KBHMC, the Company no longer uses mortgage forward delivery contracts, non-mandatory commitment or interest rate lock agreements and had no such financial instruments outstanding as of November 30, 2005.

43


      The following table summarizes the interest rate sensitive instruments of the financial services operations (in thousands):
          
  November 30, 2004
   
  Notional  
  Amount Fair Value
     
Instruments:        
 First mortgages held under commitments of sale $127,249  $127,346 
 Forward delivery contracts  41,105   210 
 IRLCs  23,468   (39)
      Fair value estimates were made as of a specific point in time based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, and other factors.
Stock Split.  In April 2005, the Company’s board of directors declared a two-for-one split of the Company’s common stock in the form of a 100% stock dividend to stockholders of record at the close of business on April 18, 2005. The additional shares were distributed on April 28, 2005. All share and per share amounts have been retroactively adjusted to reflect the stock split.
 
Stock-Based Compensation.  TheEffective December 1, 2005, the Company has electedadopted the fair value recognition provisions of SFAS No. 123(R), which requires that companies measure and recognize compensation expense at an amount equal to accountthe fair value of share-based payments granted under compensation arrangements. Prior to December 1, 2005, the Company accounted for stock-based compensation usingits stock option grants under the intrinsic value method as prescribed byrecognition and measurement provisions of APB Opinion No. 25 and related interpretations. interpretations, as permitted by SFAS No. 123.
The Company adopted SFAS No. 123(R) using the disclosure-onlymodified prospective transition method. Under that transition method, the provisions of SFAS No. 123,123(R) 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 amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” As the exercise price of the Company’s employeedate of adoption on a straight-line basis over the remaining vesting period. The fair value of each stock options equalled the market price of the underlying common stockoption was estimated on the date of grant nousing the Black-Scholes option-pricing model. In addition, SFAS No. 123(R) requires the tax benefit resulting from tax deductions in excess of the compensation costs relatedexpense recognized for those options to these awards were reflectedbe reported in net income.the statement of cash flows as an operating cash outflow and a financing cash inflow rather than as an operating cash inflow as previously reported.


49


SFAS No. 123(R) requires disclosure of pro forma financial information for periods prior to adoption. The following table illustratessets forth the effect on net income and earnings per share as if the fair value recognition provisions of SFAS No. 123123(R) had been applied to all outstanding and unvested awards in the years endingended November 30, 2005 2004 and 20032004 (in thousands, except per share amounts):
              
  Years Ended November 30,
   
  2005 2004 2003
       
Net income — as reported $842,421  $480,902  $370,764 
Deduct stock-based compensation expense determined using the fair value method, net of related tax effects  (17,348)  (14,138)  (13,486)
          
Pro forma net income $825,073  $466,764  $357,278 
          
Earnings per share:            
 Basic — as reported $10.29  $6.14  $4.71 
 Basic — pro forma  10.08   5.96   4.54 
 Diluted — as reported  9.53   5.70   4.40 
 Diluted — pro forma  9.47   5.66   4.35 
          
 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in 2005, 2004 and 2003, respectively: a risk-free interest rate of 4.3%, 3.8% and 2.4%; an expected volatility factor for the market price of the Company’s common stock of 42.8%, 44.0% and 46.9%; a dividend yield of 1.4%, 1.2% and 1.3%; and an expected life of 6 years, 5 years and 4 years. The weighted average fair value of options granted in 2005, 2004 and 2003 was $25.36, $15.45 and $9.37, respectively.
             
  Years Ended November 30,    
  2005  2004    
 
Net income, as restated $823,712  $474,036     
Add: Stock-based compensation expense included in restated net income, net of related tax effects  4,309   1,866     
Deduct: Stock-based compensation expense determined using the fair value method, net of related tax effects  (19,462)  (14,922)    
             
Pro forma net income, as restated $808,559  $460,980     
             
Earnings per share:            
Basic — as restated $10.06  $6.05     
Basic — pro forma, as restated  9.87   5.89     
Diluted — as restated  9.32   5.62     
Diluted — pro forma, as restated  9.21   5.54     
             
 
Advertising Costs.  The Company expenses advertising costs as incurred. For the years ended November 30, 2006, 2005 2004 and 2003,2004, the Company incurred advertising costs of $133.9 million, $94.4 million $75.6 million and $79.3$75.6 million, respectively.
 
Insurance.  The Company has, and requires the majority of its subcontractors to have, general liability insurance (including construction defect coverage) and workers compensation insurance. These insurance policies protect the Company against a portion of its risk of loss from claims, subject to certain self-insured retentions, deductibles and other coverage limits. The Company records expenses and liabilities for self-insured and deductible amounts, based on an analysis of its historical claims, which includes an estimate of claims incurred but not yet reported. The Company self-insures a portion of its overall risk, partially through a captive insurance subsidiary.
Income Taxes.  Income taxes are provided for at rates applicable in the countries in which the income is earned. Provision is made currently for U.S. federal income taxes on earnings of KBSA that are not expected to be reinvested indefinitely.

44


 
Other Comprehensive Income.  The accumulated balances of other comprehensive income in the balance sheets as of November 30, 20052006 and 20042005 are comprised solely of cumulative foreign currency translation adjustments of $28.7$63.2 million and $60.0$28.7 million, respectively.
 
Earnings Per Share.  Basic earnings per share is calculated by dividing net income by the average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income by the average number of shares outstanding including all potentially dilutive potentiallyshares issuable shares under variousoutstanding stock option plans and stock purchase contracts.options. The following table presents a reconciliation of average shares outstanding (in thousands):
             
  Years Ended November 30,
   
  2005 2004 2003
       
Basic average shares outstanding  81,888   78,316   78,778 
Net effect of stock options assumed to be exercised  6,537   6,040   5,468 
          
Diluted average shares outstanding  88,425   84,356   84,246 
          
 
             
  Years Ended November 30, 
  2006  2005  2004 
 
Basic average shares outstanding  78,829   81,888   78,316 
Net effect of stock options assumed to be exercised  4,027   6,537   6,040 
             
Diluted average shares outstanding  82,856   88,425   84,356 
             
Recent Accounting Pronouncements.  In December 2004,May 2005, the FASB issued SFAS No. 123(R),154, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is a revisionimpracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 123. SFAS No. 123(R) supersedes APB Opinion No. 25 and its related implementation guidance. SFAS No. 123(R) requires companies154 is not expected to record compensation expense for share-based payments to employees, including grants of employee stock options, at fair value. SFAS No. 123(R) is effective for most public companies at the beginning of the first fiscal year beginning after June 15, 2005. The Company is currently evaluating the impact of SFAS No. 123(R) but believes that the implementation of the pronouncement will not have a material impact on itsthe Company’s consolidated financial position or results of operations. The potential impact has historically been disclosed on a pro forma basis.


50


      In March 2005, the SEC released SAB No. 107. SAB No. 107 provides the SEC staff position regarding the application of SFAS No. 123(R) and certain SEC rules and regulations, as well as the staff’s views regarding the valuation of share-based payment arrangements for public companies. Additionally, SAB No. 107 highlights the importance of disclosures made related to the accounting for share-based payment transactions. The Company does not expect the adoption of SAB No. 107 to have a material impact on its financial position or results of operations.
In June 2005, the EITF releasedEITF 04-5, which provides guidance in determining whether a general partner controls a limited partnership and therefore should consolidate the limited partnership.EITF 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership and that the presumption may be overcome if the limited partners have either (1)(a) the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partner without cause, or (2)(b) substantive participating rights. The effective date for applying the guidance inEITF 04-5 was (1)(a) June 29, 2005 for all new limited partnerships and existing limited partnerships for which the partnership agreement was modified after that date, and (2)(b) no later than the beginning of the first reporting period in fiscal years beginning after December 15, 2005 for all other limited partnerships. Implementation ofEITF 04-5 did not have a material impact on the Company’s consolidated financial position or results of operations for the year ended November 30, 2005.2006.
 
In July 2006, the FASB issued FASB Interpretation No. 48, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB Interpretation No. 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the potential impact of adopting FASB Interpretation No. 48 on its consolidated financial position and results of operations.
In September 2006, the FASB issued SFAS No. 158, which requires companies to (a) recognize the funded status of a benefit plan (measured as the difference between the fair value of plan assets and the benefit obligation) in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period, (c) measure defined benefit plan assets as of the date of a company’s statement of financial position, and (d) disclose in the notes to the financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. SFAS No. 158 is effective for companies with publicly traded securities as of the end of the fiscal year ending after December 15, 2006. The Company does not expect that the adoption of SFAS No. 158 will have a material effect on its consolidated financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, which provides guidance for using fair value to measure assets and liabilities, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years. The Company is currently evaluating the potential impact of adopting SFAS No. 157 on its consolidated financial position and results of operations.
In September 2006, the SEC Staff issued SAB No. 108, which addresses how the effects of prior year uncorrected financial statement misstatements should be considered in current year financial statements. SAB No. 108 requires registrants to quantify misstatements using both balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relative quantitative and qualitative factors. The requirements of SAB No. 108 are effective for annual financial statements covering the first fiscal year ending after November 15, 2006. The Company’s adoption of SAB No. 108 in 2006 did not have a material impact on its consolidated financial position or results of operations.
In November 2006, the EITF ratified EITF06-8, which states that adequacy of the buyer’s investment under SFAS No. 66 should be assessed in determining whether to recognize profit under thepercentage-of-completion method on the sale of individual units in a condominium project. EITF06-8 could require that additional deposits be collected by developers of condominium projects that wish to recognize profit during the construction period under thepercent-age-of-completion method. EITF06-8 is effective for fiscal years beginning after March 15, 2007. The Company is currently evaluating the potential impact of adopting EITF06-8 on its consolidated financial position and results of operations.
Reclassifications.  Certain amounts in the consolidated financial statements of prior years have been reclassified to conform to the 20052006 presentation.
Note 2.Segment InformationRestatement of Consolidated Financial Statements
 In accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information,” the
The Company has identified two reportable segments: construction and financial services. The Company’s construction segment consists primarily of domestic and international homebuilding operations. The Company’s construction operations 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 entry-level, move-up, luxury and active adult homebuyers. Domestically, the Company currently operates in Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana, Maryland, Nevada, New Mexico, North Carolina, South Carolina, Texas and Virginia. Internationally, the Company operates in France. In addition to constructing homes, the Company’s French subsidiary builds commercial projects and high-density residential properties, such as condominium complexes, in France. The Company’s financial services segment provides mortgage banking, title, insurance and escrow coordination services to the Company’s U.S. homebuyers. Mortgage banking services were provided directly by KBHMC prior to September 1, 2005. From and after that date, mortgage banking services are being provided through Countrywide KB Home Loans.

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      Information for the Company’s reportable segments is presented inrestated its consolidated statements of income, consolidated balance sheets and related notes to consolidated financial statements included herein. The Company’s reporting segments follow to reflect additional stock-based compensation expense and related income tax effects relating to annual stock option awards granted since 1998. ThisForm 10-K reflects


51


the same accounting policies used forrestatement of the Company’s consolidated financial statements as described inof November 30, 2005 and for the summaryyears ended November 30, 2005 and 2004.
Background
In light of significant accounting policies. Management evaluates a segment’s performance based uponvarious media reports that stock options had been backdated at a number of factorspublic companies, and in conjunction with a request from the Chairman of the Audit and Compliance Committee of the Company’s board of directors, in May 2006 the Company’s internal legal department began a preliminary review of the Company’s annual stock option grant practices.
On July 25, 2006, the Company commenced the Stock Option Review to determine whether it had used appropriate measurement dates for, among other awards, the twelve annual stock option grants it made from January 1995 to November 2005. The Stock Option Review was directed by the Subcommittee — consisting solely of outside directors who have never served on the Company’s Compensation Committee — with the advice of independent counsel and forensic accountants. The Subcommittee and its advisors conducted 66 interviews, including pretax results.seven with current and former members of the Company’s Compensation Committee, and collected more than 1.2 million documents relating to the Company’s stock option grant practices from 64 individuals.
On November 12, 2006, the Company announced that the Subcommittee had substantially completed its investigation and concluded that the Company had used incorrect measurement dates for financial reporting purposes for the eight annual stock option grants made since 1998. At the same time, the Company announced the departure of its Chairman and Chief Executive Officer and its head of human resources.
On December 8, 2006, the Company filed a Current Report onForm 8-K announcing that its management, in consultation with the Audit and Compliance Committee and after discussion with its independent registered public accounting firm, had determined that its previously issued consolidated financial statements and any related audit reports for the years ended November 30, 2005, 2004 and 2003, and the interim consolidated financial statements included in the Company’s Quarterly Reports onForm 10-Q for the quarters ended February 28, 2006 and May 31, 2006, should no longer be relied upon and would be restated.
Findings
The evidence developed through the Stock Option Review indicates that the Company’s Compensation Committee met in October each year since 1998 to consider and approve annual stock option awards for the next year. At those meetings, the Compensation Committee specifically approved the number of stock options to be granted to the Company’s former Chief Executive Officer and other senior management and an unallocated block of stock options to be allocated by its former Chief Executive Officer and former head of human resources to the other employees.
In addition to allocating annual stock options among other employees, starting with the annual stock option grant approved by the Compensation Committee in October 1998, the Company’s former Chief Executive Officer and former head of human resources also selected the grant date. The Subcommittee discovered evidence confirming or, in some years, suggesting that hindsight was used to secure favorable exercise prices for seven of the eight annual stock option grants since 1998. Grants in 1999, 2000 and 2001 were made at the lowest closing stock price during the grant month. The Subcommittee discovered direct evidence that the 2001 grant was priced with hindsight to secure favorable pricing, and the Subcommittee concluded that the evidence it reviewed suggests that hindsight pricing was used for the 1999 and 2000 grants as well. The Subcommittee also found that there is evidence that hindsight was used for the three annual grants made from 2003 to 2005, but within a floatingthree-day window as a result of the SEC’s accelerated filing requirements for reports of stock transactions by executive officers.
Involvement in, and knowledge of, the hindsight pricing practices by the Company’s senior management, based on the evidence developed through the Stock Option Review, was limited to its former Chief Executive Officer and former head of human resources. The Subcommittee concluded that these hindsight pricing practices did not involve any of the Company’s current senior management, including its new Chief Executive Officer, its principal financial officer or its principal accounting officer, nor were any of those individuals aware of these practices. The Subcommittee further concluded that none of the Company’s other accounting or finance employees were involved in, or aware of, the hindsight pricing practices.


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Stock Option Adjustments and Related Actions
As part of its review, the Subcommittee determined whether the correct measurement dates had been used under applicable accounting principles for these options. The “measurement date” means the date on which the option is deemed granted under applicable accounting principles, namely APB Opinion No. 25, and related interpretations, and is the first date on which all of the following are known: (a) the individual employee who is entitled to receive the option grant, (b) the number of options that an individual employee is entitled to receive, and (c) the option’s exercise price.
Based on the findings of the Subcommittee, the Company has changed the measurement dates it uses to account for the annual stock option grants since 1998 from the grant dates selected by its former Chief Executive Officer and former head of human resources to the dates its employees were first notified of their grants. These measurement date changes resulted in an understatement of stock-based compensation expense arising from each of the Company’s annual stock option grants since 1998, affecting the Company’s consolidated financial statements for each year beginning with its year ended November 30, 1999. The Company has determined that the aggregate understatement of stock-based compensation expense for the seven-year restatement period from 1999 through 2005 is $36.3 million. In connection with the restatement of its consolidated financial statements to reflect the stock-based compensation adjustments associated with the stock option measurement date changes, the Company recorded an aggregate increase of $4.8 million in its income tax provision for the seven-year restatement period. This amount represents the cumulative income tax impact related to IRC Section 162(m), partially offset by the income tax impact of the additional stock-based compensation expense. The stock-based compensation expense and related income tax impacts reduced net income by $41.1 million for the years ended November 30, 1999 through 2005. The related tax effects on the Company’s consolidated balance sheet included an increase of $72.3 million in accrued expenses and other liabilities, and a decrease of $77.8 million in stockholder’s equity.
After considering the application of Section 409A of the IRC to its annual stock option grants, in December 2006 the Company increased the exercise price of certain annual stock options and will pay the difference to its current employees in the first quarter of the year ended November 30, 2007. This amount is not expected to exceed $7.0 million.
Other Adjustments
In addition to the adjustments related to the Stock Option Review, the restated consolidated financial statements presented herein include an adjustment to increase the income tax provision and reduce goodwill in 2004 and 2005 in accordance with SFAS No. 109 to reflect the income tax benefit realized for the excess of tax-deductible goodwill over the reported amount of goodwill. The aggregate impact of this adjustment on 2004 and 2005 was a $7.8 million increase in the income tax provision with a corresponding reduction in goodwill. This adjustment is not related to the Stock Option Review.
Restatement
The Company has restated its consolidated financial statements for the years ended November 30, 2005 and 2004 and its quarterly results for the periods reflected in thisForm 10-K. Because the impacts of the restatement adjustments extend back to the year ended November 30, 1999, in these restated consolidated financial statements, the Company has recognized the cumulative stock-based compensation expense and related income tax impact through November 30, 2003 as a net decrease to beginning stockholders’ equity as of December 1, 2003. In addition, for purposes of Item 6. Selected Financial Data for the years ended November 30, 2003 and 2002, the cumulative stock-based compensation expense from December 1, 1998 through November 30, 2001 has been recognized as a decrease to beginning stockholders’ equity as of December 1, 2001 and the 2002 and 2003 impacts associated with such items have been reflected in the Company’s consolidated balance sheet and statement of income data set forth in Item 6. Selected Financial Data in thisForm 10-K.
These restated consolidated financial statements include cumulative stock-based compensation expense, net of income taxes, of $23.3 million as of November 30, 2003, which is recorded as an adjustment to opening retained earnings as of December 1, 2003 included in the consolidated statement of stockholders’ equity.


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The following table reflects the impacts of the restatement adjustments on the Company’s consolidated statements of income for the periods presented below (in thousands):
             
        Cumulative
 
        December 1, 1998
 
        through
 
  Years Ended November 30,  November 30,
 
Category of Adjustments: 2005  2004  2003 
 
Pretax stock-based compensation expense related to stock option measurement date changes $5,809  $ 2,366  $28,104 
             
Income tax impact on measurement date changes  (1,500)  (500)  (5,100)
Income tax adjustments related to IRC Section 162(m)  10,300   1,300   300 
             
Income tax impact related to stock option measurement date changes  8,800   800   (4,800)
Other income tax adjustments (a)  4,100   3,700    
             
Total income tax adjustments  12,900   4,500   (4,800)
             
Total net charge to net income $18,709  $6,866  $23,304 
             
(a)This represents the income tax impact from a goodwill book/tax difference and is not related to the Stock Option Review.
The following table summarizes the impact of the stock-based compensation adjustments and related income tax effects on the Company’s previously reported net income (in thousands):
             
  Pretax
     Net Charge to
 
Years Ended November 30, Adjustments  Income Taxes  Net Income 
 
1999 $4,319  $(800) $3,519 
2000  5,773   (1,000)  4,773 
2001  7,885   (1,400)  6,485 
2002  6,684   (1,000)  5,684 
2003  3,443   (600)  2,843 
             
Cumulative effect
at November 30, 2003
  28,104   (4,800)  23,304 
             
2004  2,366   4,500   6,866 
2005  5,809   12,900   18,709 
             
Total $36,279  $12,600  $48,879 
             


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Consolidated Statements of Income Impact
There was no impact on previously reported revenues. The following table reconciles the Company’s previously reported results to the restated consolidated statements of income for the years ended November 30, 2005 and 2004 (in thousands, except per share amounts):
                         
  Years Ended November 30, 
  2005  2004 
  As
        As
       
  previously
     As
  previously
     As
 
  reported  Adjustments  restated  reported  Adjustments  restated 
 
Total revenues $9,441,650  $  —  $9,441,650  $7,052,684  $  —  $7,052,684 
                         
Construction:                        
Revenues  9,410,282      9,410,282   7,008,267      7,008,267 
Construction and land costs  (6,888,139)     (6,888,139)  (5,325,856)     (5,325,856)
Selling, general and administrative expenses  (1,165,147)  (5,809)  (1,170,956)  (907,712)  (2,366)  (910,078)
                         
Operating income  1,356,996   (5,809)  1,351,187   774,699   (2,366)  772,333 
Interest income  4,210      4,210   3,918      3,918 
Interest expense, net of amounts capitalized  (18,872)     (18,872)  (18,154)     (18,154)
Minority interests  (77,827)     (77,827)  (69,049)     (69,049)
Equity in pretax income of unconsolidated joint ventures  20,316      20,316   17,600      17,600 
                         
Construction pretax income  1,284,823   (5,809)  1,279,014   709,014   (2,366)  706,648 
                         
Financial services:                        
Revenues  31,368      31,368   44,417      44,417 
Expenses  (20,400)     (20,400)  (35,729)     (35,729)
Equity in pretax income of unconsolidated joint venture  230      230          
                         
Financial services pretax income  11,198      11,198   8,688      8,688 
                         
Total pretax income  1,296,021   (5,809)  1,290,212   717,702   (2,366)  715,336 
Income taxes  (453,600)  (12,900)  (466,500)  (236,800)  (4,500)  (241,300)
                         
Net income $842,421  $(18,709) $823,712  $480,902  $(6,866) $474,036 
                         
Basic earnings per share $10.29  $(.23) $10.06  $6.14  $(.09) $6.05 
                         
Diluted earnings per share $9.53  $(.21) $9.32  $5.70  $(.08) $5.62 
                         
Basic average shares outstanding  81,888      81,888   78,316      78,316 
                         
Diluted average shares outstanding  88,425      88,425   84,356      84,356 
                         


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Consolidated Balance Sheet Impact
The following table reconciles the consolidated balance sheet previously reported to the restated amounts as of November 30, 2005 (in thousands):
             
  November 30, 2005 
  As
       
  previously
     As
 
  reported  Adjustments  restated 
 
Assets            
Construction:            
Cash and cash equivalents $144,783  $  $144,783 
Trade and other receivables  580,931      580,931 
Inventories  6,128,342      6,128,342 
Investments in unconsolidated joint ventures  275,378      275,378 
Deferred income taxes  220,814   2,277   223,091 
Goodwill  242,589   (7,818)  234,771 
Other assets  124,150      124,150 
             
   7,716,987   (5,541)  7,711,446 
Financial services  29,933      29,933 
             
Total assets $7,746,920  $(5,541) $7,741,379 
             
             
 
Liabilities and Stockholders’ Equity
Construction:            
Accounts payable $892,727  $  $892,727 
Accrued expenses and other liabilities  1,338,626   72,333   1,410,959 
Mortgages and notes payable  2,463,814      2,463,814 
             
   4,695,167   72,333   4,767,500 
Financial services  55,131      55,131 
Minority interests  144,951      144,951 
Stockholders’ equity:            
Preferred stock         
Common stock  113,905      113,905 
Paid-in capital  771,973   (28,995)  742,978 
Retained earnings  2,620,251   (48,879)  2,571,372 
Accumulated other comprehensive income  28,704      28,704 
Deferred compensation  (13,605)     (13,605)
Grantor stock ownership trust, at cost  (141,266)     (141,266)
Treasury stock, at cost  (528,291)     (528,291)
             
Total stockholders’ equity  2,851,671   (77,874)  2,773,797 
             
Total liabilities and stockholders’ equity $7,746,920  $(5,541) $7,741,379 
             


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Consolidated Statements of Cash Flows Impact
The following table reconciles the consolidated statements of cash flows previously reported to the restated amounts for the years ended November 30, 2005 and 2004 (in thousands):
                         
  Year Ended November 30, 2005  Year Ended November 30, 2004 
  As previously
        As previously
       
  reported  Adjustment  As restated  reported  Adjustment  As restated 
 
Cash flows from operating activities:                        
Net income $842,421  $(18,709) $823,712  $480,902  $(6,866) $474,036 
Adjustments to reconcile net income to net cash used by operating activities:                        
Equity in pretax income of unconsolidated joint ventures  (20,546)     (20,546)  (17,600)     (17,600)
Distributions of earnings from unconsolidated joint ventures  15,996      15,996   11,105      11,105 
Gain on sale of mortgage banking assets  (26,647)     (26,647)         
Minority interests  77,827      77,827   69,049      69,049 
Amortization of discounts and issuance costs  2,919      2,919   2,015      2,015 
Depreciation and amortization  20,528      20,528   21,848      21,848 
Provision for deferred income taxes  (3,196)  (465)  (3,661)  (51,722)  279   (51,443)
Stock option income tax benefits  85,614   (48,684)  36,930   22,102   (11,103)  10,999 
Stock-based compensation expense     5,809   5,809      2,366   2,366 
Inventory impairments and land option cost write-offs  42,922      42,922   36,873      36,873 
Change in:                        
Receivables  77,670      77,670   (1,332)     (1,332)
Inventories  (1,703,151)     (1,703,151)  (989,219)     (989,219)
Accounts payable, accrued expenses and other liabilities  560,232   57,946   618,178   316,610   11,609   328,219 
Other, net  (25,504)  4,103   (21,401)  20,447   3,715   24,162 
                         
Net cash used by operating activities  (52,915)     (52,915)  (78,922)     (78,922)
                         
Cash flows from investing activities:                        
Proceeds from sale of mortgage banking assets  42,396      42,396          
Acquisitions, net of cash acquired           (121,546)     (121,546)
Investments in unconsolidated joint ventures  (117,633)     (117,633)  (128,734)     (128,734)
Net sales of mortgages held for long-term investment  806      806   (237)     (237)
Payments received on first mortgages and mortgage-backed securities  454      454   5,911      5,911 
Purchases of property and equipment, net  (23,997)     (23,997)  (23,170)     (23,170)
                         
Net cash used by investing activities  (97,974)     (97,974)  (267,776)     (267,776)
                         
Cash flows from financing activities:                        
Net proceeds from (payments on) credit agreements and other short-term borrowings  (365,258)     (365,258)  178,887      178,887 
Proceeds from issuance of senior notes  747,591      747,591   596,169      596,169 
Redemption of senior notes           (175,000)     (175,000)
Payments on collateralized mortgage obligations  (429)     (429)  (5,830)     (5,830)
Payments on mortgages, land contracts and other loans  (148,528)     (148,528)  (55,942)     (55,942)
Issuance of common stock under employee stock plans  101,749      101,749   42,168      42,168 
Payments to minority interests  (68,152)     (68,152)  (32,389)     (32,389)
Payments of cash dividends  (61,577)     (61,577)  (39,163)     (39,163)
Repurchases of common stock  (134,713)     (134,713)  (66,125)     (66,125)
                         
Net cash provided by financing activities  70,683      70,683   442,775      442,775 
                         
Net increase (decrease) in cash and cash equivalents  (80,206)     (80,206)  96,077      96,077 
Cash and cash equivalents at beginning of year  234,196      234,196   138,119      138,119 
                         
Cash and cash equivalents at end of year $153,990  $  $153,990  $234,196  $  $234,196 
                         
Summary of cash and cash equivalents:                        
Construction $144,783  $  $144,783  $190,660  $  $190,660 
Financial services  9,207      9,207   43,536      43,536 
                         
Total cash and cash equivalents $153,990  $  $153,990  $234,196  $  $234,196 
                         
Supplemental disclosures of cash flow information:                        
Interest paid, net of amounts capitalized $9,720  $  $9,720  $6,990  $  $6,990 
Income taxes paid  320,018      320,018   191,710      191,710 
                         
Supplemental disclosures of noncash activities:                        
Cost of inventories acquired through seller financing $204,185  $  $204,185  $53,168  $  $53,168 
Inventory of consolidated variable interest entities  120,674      120,674   85,488      85,488 
                         
As a result of the Company’s failure to file its Quarterly Report on Form 10-Q for the quarter ended August 31, 2006 on a timely basis, it will not be eligible to use its shelf registration statement, or any other registration statement onForm S-3, to offer or sell securities until it has timely filed all required reports under the Securities Exchange Act of 1934 for the 12 months prior to its use of the registration statement.


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Note 3.  Financial Services
 
Financial information related to the Company’s financial services segment is as follows (in thousands):
              
  Years Ended November 30,
   
  2005 2004 2003
       
Revenues:            
 Interest income $8,167  $11,544  $14,232 
 Title services  6,053   3,243   1,751 
 Insurance commissions  8,256   7,103   6,431 
 Escrow coordination fees  3,037   2,653   2,326 
 Mortgage and servicing rights income  5,855   19,874   50,385 
          
 Total revenues  31,368   44,417   75,125 
Expenses:            
 Interest  (5,164)  (4,511)  (6,445)
 General and administrative  (22,077)  (31,218)  (32,903)
 Other, net  6,841       
          
   10,968   8,688   35,777 
Equity in pretax income of unconsolidated joint venture  230       
          
Pretax income $11,198  $8,688  $35,777 
          
          
  November 30,
   
  2005 2004
     
Assets        
 Cash and cash equivalents $9,207  $43,536 
 First mortgages held under commitments of sale and other  3,338   150,726 
 Investment in unconsolidated joint venture  15,230    
 Other assets  2,158   16,198 
       
Total assets $29,933  $210,460 
       
Liabilities        
 Accounts payable and accrued expenses $54,543  $45,025 
 Notes payable     71,629 
 Collateralized mortgage obligations secured by mortgage-backed securities  588   1,018 
       
Total liabilities $55,131  $117,672 
       
 
             
  Years Ended November 30, 
  2006  2005  2004 
 
Revenues:            
Interest income $230  $8,167  $11,544 
Title services  7,205   6,053   3,243 
Insurance commissions  9,410   8,256   7,103 
Escrow coordination fees  3,395   3,037   2,653 
Mortgage and servicing rights income     5,855   19,874 
             
Total revenues  20,240   31,368   44,417 
Expenses:            
Interest  (49)  (5,164)  (4,511)
General and administrative  (5,874)  (22,077)  (31,218)
Other, net     6,841    
             
Operating income  14,317   10,968   8,688 
Equity in pretax income of unconsolidated joint venture  19,219   230    
             
Pretax income $33,536  $11,198  $8,688 
             
         
  November 30, 
  2006  2005 
 
Assets        
Cash and cash equivalents $15,417  $9,207 
First mortgages held under commitments of sale and other  2,911   3,338 
Investment in unconsolidated joint venture  25,296   15,230 
Other assets  400   2,158 
         
Total assets $44,024  $29,933 
         
Liabilities        
Accounts payable and accrued expenses $26,276  $54,543 
Collateralized mortgage obligations secured by mortgage-backed securities     588 
         
Total liabilities $26,276  $55,131 
         
On September 1, 2005, the Company completed the sale of substantially all the mortgage banking assets of KBHMC to Countrywide and concurrently established a joint venture, Countrywide KB Home Loans. In the first transaction, the Company received $42.4 million of cash as full consideration for the assets sold. The Company recognized a gain of $26.6 million on the sale, which represented the cash received over the sum of the book value of the assets sold and certain nominal costs associated with the disposal. The gain is included in other financial services expenses of $6.8 million along with $19.8 million of expenses accrued for various regulatory and other contingencies.
 
In the second transaction, the Company contributed $15.0 million of cash for a 50% interest in the Countrywide KB Home Loans joint venture. The Countrywide KB Home Loans joint venture replaces the mortgage banking operations of KBHMC. Countrywide KB Home Loans will makemakes loans to many of the Company’s homebuyers. The Company

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and Countrywide each have a 50% ownership interest in the joint venture with Countrywide providing management oversight of the joint venture’s operations. The presentation of the financial services segment in the financial statements changed in 2005 to reflect the wind-down of KBHMC’s mortgage banking operations, which are consolidated in the Company’s financial statements, and the commencement of operations of the Countrywide KB Home Loans joint venture, which is accounted for as an unconsolidated joint venture.
 
The financial services segment provides title, insurance and escrow coordination services to the Company’s domestic homebuyers in various markets.
 
First mortgages held under commitments of sale and other receivables consisted of first mortgages held under commitments of sale of $.1$.2 million and other receivables of $2.7 million at November 30, 20052006 and $127.3 million at November 30, 2004 and other receivables of $3.2 million and $23.4 million at November 30, 2005 and 2004, respectively. The first mortgages held under commitments of sale which were generally sold to third-party investors within 45 days of their funding date, bore interest at average rates$.1 million and other receivables of 81/4% and 63/8%$3.2 million at November 30, 2005 and 2004, respectively.2005. KBHMC has established valuation allowances for loans held for investment and first mortgages held under commitments of sale. These valuation allowances totaled $.3 million and $2.4 million as of both November 30, 20052006 and 2004, respectively.2005. KBHMC may be required to


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repurchase an individual loan sold to an investor if it breaches the representations or warranties that it made in connection with the sale of the loan, 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.
 Notes payable included the following (in thousands, interest rates are as of November 30):
      
  November 30,
  2004
   
$150,000 Mortgage Warehouse Facility (29/10%)
 $17,362 
$300,000 Master Loan and Security Agreement (3%)  54,267 
    
 Total notes payable $71,629 
    
      KBHMC entered into the $150 Million Mortgage Warehouse Facility with a bank syndicate on June 29, 2004. The $150 Million Mortgage Warehouse Facility, which provided for an annual fee based on the committed balance and provided for interest to be paid monthly at the London Interbank Offered Rate plus an applicable spread on amounts borrowed, was terminated on September 1, 2005 in connection with the sale of substantially all of the mortgage banking assets of KBHMC and the commencement of the Countrywide KB Home Loans joint venture.
      KBHMC entered into the $300 Million Master Loan and Security Agreement with an investment bank on October 6, 2004. The agreement, which expired on October 6, 2005, provided for interest to be paid monthly at the London Interbank Offered Rate plus an applicable spread on amounts borrowed.
      In addition to the $150 Million Mortgage Warehouse Facility and the $300 Million Master Loan and Security Agreement, KBHMC had a $300 Million Purchase and Sale Agreement. This agreement allowed KBHMC to accelerate the sale of its mortgage loan inventory resulting in a more effective use of the warehouse facilities. This agreement, which was not committed, was terminated prior to November 30, 2005.
Note 4.AcquisitionsReceivables
 During 2004, the Company completed four acquisitions which expanded its domestic and international homebuilding operations. Domestically, two acquisitions expanded the Company’s homebuilding operations into Indianapolis, Indiana and several metropolitan areas of South Carolina, including Charleston and Columbia. In France, KBSA acquired two companies, including one of the leading property developer-builders in the Midi-Pyrénées region of France and a builder of apartments for traditional homebuyers and institutional investors and vacation properties primarily in Aquitaine, as well as in the Midi-Pyrénées and Languedoc-Roussillon regions of France. Total consideration, including debt assumed, associated with the four acquisitions completed in 2004 was $127.3 million. All four acquisitions were accounted for under the purchase method of accounting. The excess of the purchase price over the estimated fair value of net assets acquired was allocated to goodwill and assigned to the Company’s construction segment. The results of the four acquired companies were included in the Company’s consolidated financial statements as of their

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respective acquisition dates. The pro forma results of the Company for 2004, assuming these acquisitions had been made at the beginning of the year, would not be materially different from reported results.
Note 5.Receivables
Construction.Trade receivables amounted to $331.8$390.5 million and $345.6$331.8 million at November 30, 20052006 and 2004,2005, respectively. Included in these amounts at November 30, 20052006 and 20042005 were unbilled receivables of $271.1$328.7 million and $314.1$271.1 million, respectively, and billed receivables of $60.7$61.8 million and $31.5$60.7 million, respectively, due from buyers on sales of French single-family detached homes, condominiums and commercial buildings under long-term contracts accounted for using the percentage of completionpercentage-of-completion method. The buyers are contractually obligated to remit payments against their unbilled balances. Under French law, buyers are owners of the property as soon as the deed of sale, which serves as a contract, has been signed. As a result, amounts are billed under long-term contracts according to the terms of the individual contracts, which provide for an initial billing upon execution of the contract and subsequent billings upon the completion of specific construction phases defined under French law. The final billing occurs upon delivery of the home, condominium or commercial building to the buyer. All of the unbilled and billed receivables related to long-term contracts are expected to be collected within one year. Other receivables of $269.0 million at November 30, 2006 and $249.1 million at November 30, 2005 and $168.4 million at November 30, 2004 included mortgages and notes receivable, escrow deposits and amounts due from municipalities and utility companies. At November 30, 20052006 and 2004,2005, trade and other receivables were net of allowances for doubtful accounts of $22.1$44.4 million and $17.9$34.1 million, respectively.
Note 6.5.  Inventories
 
Inventories consisted of the following (in thousands):
          
  November 30,
   
  2005 2004
     
Homes, lots and improvements in production $4,215,488  $3,275,435 
Land under development  1,912,854   867,819 
       
 Total inventories $6,128,342  $4,143,254 
       
 
         
  November 30, 
  2006  2005 
 
Homes, lots and improvements in production $4,302,648  $4,215,488 
Land under development  2,152,115   1,912,854 
         
Total inventories $6,454,763  $6,128,342 
         
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. Included in inventories as of November 30, 2006 and 2005 and 2004 were $471.0$703.1 million and $408.1$471.0 million, respectively, of inventories related to long-term contracts of KBSA. Inventories relating to long-term contracts are stated at actual costs incurred to date, reduced by amounts identified with sales recognized on units delivered or progress completed.
 
Interest is capitalized to inventories while the community is being actively developed. Capitalized interest is amortized in construction and land costs as the related inventories are delivered to the homebuyer. The Company’s interest costs are as follows (in thousands):
             
  Years Ended November 30,
   
  2005 2004 2003
       
Capitalized interest at beginning of year $167,249  $122,741  $97,096 
Interest incurred  183,842   141,470   118,824 
Interest expensed  (18,872)  (18,154)  (23,780)
Interest amortized  (104,056)  (78,808)  (69,399)
          
Capitalized interest at end of year $228,163  $167,249  $122,741 
          
             
  Years Ended November 30, 
  2006  2005  2004 
 
Capitalized interest at beginning of year $228,163  $167,249  $122,741 
Interest incurred  264,683   183,842   141,470 
Interest expensed  (18,723)  (18,872)  (18,154)
Interest amortized  (147,873)  (104,056)  (78,808)
             
Capitalized interest at end of year $326,250  $228,163  $167,249 
             


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Note 6.  Inventory Impairments and Abandonments
The Company evaluates its inventory for recoverability in accordance with SFAS No. 144 on a quarterly basis, and more frequently if impairment indicators exist. During 2006, the Company recognized a non-cash charge of $228.7 million for the impairment of inventory. The inventory is located in markets where conditions have become challenging, mainly as a result of an excess supply of inventory in the marketplace. This change in market dynamics caused a decline in the fair value of certain inventory positions and prompted changes in the Company’s strategy concerning projects that no longer meet its internal investment standards. In 2005 and 2004, the Company recorded non-cash charges of $26.7 million and $4.7 million, respectively, related to inventory impairments.
From time to time, the Company will write off costs, including earnest money deposits and pre-acquisition costs, associated with land purchase option contracts which the Company does not intend to exercise. During 2006, 2005 and 2004, the Company wrote off $143.9 million, $16.2 million and $32.2 million, respectively, as a result of land option contract abandonments.
The inventory impairment charges and land option contract write-offs are included in construction and land costs in the Company’s consolidated statements of income.
Note 7.Consolidation of Variable Interest Entities
 
In December 2003, FASB Interpretation No. 46(R) was issued by the FASB to clarify the application of ARBAccounting Research Bulletin No. 51, “Consolidated Financial Statements” to certain entities, VIEs, in which equity investors do not have the characteristics of a controlling interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Pursuant to FASB Interpretation No. 46(R), an enterprise that absorbs a majority of the VIE’s expected losses, receives a majority of the VIE’s expected residual returns, or both, is determinedconsidered to be the primary beneficiary of the VIE and must consolidate the entity. FASB Interpretation No. 46(R) applied immediately to VIEs

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created after January 31, 2003 and was effective no later than the first interim or annual period ending after March 15, 2004 for VIEs created on or before January 31, 2003.entity in its financial statements.
 
In the ordinary course of its business, the Company enters into land option contracts in order to procure land for the construction of homes. Under such land option contracts, the Company will fund 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 FASB Interpretation No. 46(R), certain of the Company’s land option contracts may create a variable interest for the Company, with the land seller being identified as a VIE.
 
In compliance with FASB Interpretation No. 46(R), the Company analyzed its land option contracts and other contractual arrangements and has consolidated the fair value of certain VIEs from which the Company is purchasing land under option contracts. The consolidation of these VIEs, where the Company was determined to be the primary beneficiary, added $233.6$215.4 million and $112.9$233.6 million to inventories and accrued expenses and other liabilities in the Company’s consolidated balance sheets at November 30, 20052006 and 2004,2005, respectively. The Company’s cash deposits related to these land option contracts totaled $41.9 million at November 30, 2006 and $15.0 million at November 30, 2005 and $12.7 million at November 30, 2004.2005. Creditors, if any, of these VIEs have no recourse against the Company. As of November 30, 2005,2006, excluding consolidated VIEs, the Company had cash deposits totaling $176.3$90.8 million whichthat were associated with land option contracts having an aggregate purchase price of $5.19$2.24 billion.
Note 8.Investments in Unconsolidated Joint Ventures
 
The Company conducts a portion of its land acquisition, development and other residential and commercial construction activities through participation in joint ventures in which the Company has an ownership interest of 50% or less and does not have a controlling interest. These joint ventures operate in certain markets in the United States and France where the Company’s consolidated construction operations are located. Through joint ventures, the Company reduces and shares its risk and also reduces the amount invested in land, while increasing its access to potential future homesites. The use of joint ventures also, in some instances, enables the Company to acquire land which it couldmay not otherwise obtain or access on as favorable terms, without the participation of a strategic partner. The Company’s partners in these joint ventures are unrelated homebuilders, land sellersdevelopers or other real estate entities.
 
The Company and/or its joint venture partners sometimes obtain certain options or enter into other arrangements under which it can purchase portions of the land held by the unconsolidated joint ventures. OptionLand option prices are


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generally negotiated prices that approximate fair value. The Company does not include in its income from unconsolidated joint ventures its pro rata share of unconsolidated joint venture earnings resulting from land sales to its homebuilding divisions. The Company defers recognition of its share of such 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 ventures. Combined condensed financialincome statement information concerning the Company’s unconsolidated joint venture activities follows (in thousands):
             
  Years Ended November 30,
   
  2005 2004 2003
       
Revenues $326,767  $248,131  $47,454 
Construction and land costs  (257,528)  (188,980)  (32,469)
Other expenses, net  (23,781)  (27,281)  (8,129)
          
Pretax income $45,458  $31,870  $6,856 
          
The Company’s share of pretax income $20,316  $17,600  $2,457 
          
 
             
  Years Ended November 30, 
  2006  2005  2004 
 
Revenues $288,200  $326,767  $248,131 
Construction and land costs  (279,013)  (257,528)  (188,980)
Other expenses, net  (40,976)  (23,781)  (27,281)
             
Pretax income (loss) $(31,789) $45,458  $31,870 
             
The Company’s share of pretax income (loss) $(10,325) $20,316  $17,600 
             
The Company’s share of pretax income (loss) includes management fees earned from the unconsolidated joint ventures. During 2006, the Company recognized a non-cash charge of $58.6 million associated with the impairment of its investment in certain unconsolidated joint ventures which operate in markets that have become increasingly difficult. The Company also recognized a gain of $27.6 million in 2006 related to the sale of its ownership interest in a joint venture. The impairment charge and gain on sale relating to unconsolidated joint ventures are included in equity in pretax income (loss) of unconsolidated joint ventures in the Company’s consolidated statements of income.

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  November 30,
   
  2005 2004
     
Assets        
 Cash $114,055  $53,025 
 Receivables  23,398   40,238 
 Inventories  1,978,614   908,779 
 Other assets  16,044   49,408 
       
Total assets $2,132,111  $1,051,450 
       
Liabilities and equity        
 Accounts payable and other liabilities $117,135  $85,345 
 Mortgages and notes payable  1,303,400   597,231 
 Equity of:        
  The Company  275,378   168,425 
  Others  436,198   200,449 
       
Total liabilities and equity $2,132,111  $1,051,450 
       
 
Combined condensed balance sheet information concerning the Company’s unconsolidated joint venture activities follows (in thousands):
         
  November 30, 
  2006  2005 
 
Assets        
Cash $94,846  $114,055 
Receivables  57,926   23,398 
Inventories  2,319,029   1,978,614 
Other assets  32,058   16,044 
         
Total assets $2,503,859  $2,132,111 
         
Liabilities and equity        
Accounts payable and other liabilities $123,605  $117,135 
Mortgages and notes payable  1,455,914   1,303,400 
Equity of:        
The Company  397,731   275,378 
Others  526,609   436,198 
         
Total liabilities and equity $2,503,859  $2,132,111 
         
The joint ventures finance land and inventory investments through a variety of borrowing arrangements. In certain instances, the Company provides varying levels of guarantees on debt of unconsolidated joint ventures.
Note 9.Investment in French Subsidiary
 
On February 7, 2005, the Company transferred 481,352 shares of KBSA stock, held by the Company, to KBSA to fulfill certain equity compensation obligations to certain KBSA employees. Since the transfer of shares, as of February 7, 2005, the Company has maintained a 49% equity interest in KBSA and 68% of the voting rights associated with KBSA stock. KBSA continues to be consolidated in the Company’s financial statements.


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Note 10.Mortgages and Notes Payable
 Construction.
Mortgages and notes payable consisted of the following (in thousands, interest rates are as of November 30):
          
  November 30,
   
  2005 2004
     
Unsecured domestic borrowings under a revolving credit facility (51/4% in 2005 and 41/4% in 2004)
 $84,100  $391,000 
Unsecured French borrowings (31/8% to 35/8% in 2005 and 25/6% to 41/6% in 2004)
  14,414   1,143 
Mortgages and land contracts due to land sellers and other loans (4% to 10% in 2005 and 2004)  97,000   41,343 
Senior subordinated notes due 2008 at 85/8%
  200,000   200,000 
Senior subordinated notes due 2010 at 73/4%
  296,919   296,319 
Senior subordinated notes due 2011 at 91/2%
  250,000   250,000 
French senior notes due 2009 at 83/4%
  176,865   199,425 
Senior notes due 2011 at 63/8%
  347,898   347,602 
Senior notes due 2014 at 53/4%
  248,873   248,768 
Senior notes due 2015 at 57/8%
  298,209    
Senior notes due 2015 at 61/4%
  449,536    
       
 Total mortgages and notes payable $2,463,814  $1,975,600 
       
 
         
  November 30, 
  2006  2005 
 
Unsecured domestic borrowings under a revolving credit facility (51/4% in 2005)
 $  $84,100 
Unsecured French borrowings (4% to 45/8% in 2006 and 31/8% to 35/8% in 2005)
  5,194   14,414 
Mortgages and land contracts due to land sellers and other loans (4% to 10% in 2006 and 2005)  130,724   97,000 
Term loan due 2011 (61/8% in 2006)
  400,000    
Senior subordinated notes due 2008 at 85/8%
  200,000   200,000 
Senior subordinated notes due 2010 at 73/4%
  297,569   296,919 
Senior subordinated notes due 2011 at 91/2%
  250,000   250,000 
French senior notes due 2009 at 83/4%
  198,672   176,865 
Senior notes due 2011 at 63/8%
  348,213   347,898 
Senior notes due 2014 at 53/4%
  248,984   248,873 
Senior notes due 2015 at 57/8%
  298,362   298,209 
Senior notes due 2015 at 61/4%
  449,573   449,536 
Senior notes due 2018 at 71/4%
  298,512    
         
Total mortgages and notes payable $3,125,803  $2,463,814 
         
The Company entered into the five-year $1.5 Billion Credit Facility with a consortium of banks on November 22, 2005. Interest on the $1.5 Billion Credit Facility is payable monthly at the London Interbank Offered Rate plus an

50


applicable spread on amounts borrowed. The $1.5 Billion Credit Facility replaced the Company’s $1.0 billion unsecured revolving credit facility, which was scheduled to expire in 2007.
 
KBSA has lines of credit with various banks which totaled $219.0$442.3 million at November 30, 20052006 and have various committed expiration dates through September 2008. These lines of credit provide for interest on borrowings at the European Interbank Offered Rate plus an applicable spread.spread on amounts borrowed.
 
On April 12, 2006, the Company entered into the $400 Million Term Loan, which provides for interest to be paid quarterly at the London Interbank Offered Rate plus an applicable spread. The principal balance of the $400 Million Term Loan is due and payable in full on April 11, 2011. Under the $400 Million Term Loan Agreement, the Company is required, among other things, to maintain certain financial statement ratios and a minimum net worth and is subject to limitations on acquisitions, inventories and indebtedness. The Company used all of the proceeds from the $400 Million Term Loan to repay borrowings under the $1.5 Billion Credit Facility.
The weighted average annual interest rate on aggregate unsecured borrowings, excluding the senior subordinated and senior notes, was 4631/8% and 413/48% at November 30, 20052006 and 2004,2005, respectively.
 
On December 14, 2001, pursuant to its universal shelf registration statement filed with the SEC on December 5, 1997 (the “1997 Shelf Registration”), the Company issued $200.0 million of 85/8% senior subordinated notes at 100% of the principal amount of the notes. The notes, which are due December 15, 2008, with interest payable semi-annually, represent unsecured obligations of the Company and are subordinated to all existing and future senior indebtedness of the Company. The notes are not redeemable at the option of the Company. The Company used $175.0 million of the net proceeds from the issuance of the notes to redeem all of its outstanding 93/8% senior subordinated notes, which were due in 2003. The remaining net proceeds were used for general corporate purposes.
 
Pursuant to its universal shelf registration statement filed on October 15, 2001 with the SEC (as subsequently amended, the “2001 Shelf Registration,Registration”), on January 27, 2003, the Company issued $250.0 million of 73/4% senior subordinated notes at 98.444% of the principal amount of the notes and on February 7, 2003, the Company issued an additional $50.0 million of notes in the same series collectively,(collectively, the $300“$300 Million Senior Subordinated Notes.Notes”). The $300


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$300 Million Senior Subordinated Notes, which are due February 1, 2010, with interest payable semi-annually, represent unsecured obligations of the Company and are subordinated to all existing and future senior indebtedness of the Company. The $300 Million Senior Subordinated Notes are redeemable at the option of the Company at 103.875% of their principal amount beginning February 1, 2007 and thereafter at prices declining annually to 100% on and after February 1, 2009. In addition, before February 1, 2006, the Company may redeem up to 35% of the aggregate principal amount of the $300 Million Senior Subordinated Notes with the net proceeds of one or more public or private equity offerings at a redemption price of 107.75% of their principal amount, together with accrued and unpaid interest. The Company used $129.0 million of the net proceeds from the issuance of the notes to redeem all of its outstanding $125.0 million 95/8% senior subordinated notes, which were due in 2006. The Company recognized a charge of $4.3 million ($2.9 million, net of tax) in 2003 related to the early extinguishment of the notes. This early extinguishment charge was reflected as interest expense in results from continuing operations in 2003 in accordance with Statement of Financial Accounting Standards No. 145, “Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” The remaining net proceeds were used for general corporate purposes.
 
On February 8, 2001, pursuant to its 1997 Shelf Registration, the Company issued $250.0 million of 91/2% senior subordinated notes at 100% of the principal amount of the notes. The notes, which are due February 15, 2011 with interest payable semi-annually, represent unsecured obligations of the Company and are subordinated to all existing and future senior indebtedness of the Company. The notes are redeemable at the option of the Company, in whole or in part, at 104.750% of their principal amount beginning February 15, 2006, and thereafter at prices declining annually to 100% on and after February 15, 2009. Proceeds from the issuance of the notes were used to pay down bank borrowings.
 
On July 29, 2002, KBSA issued 150.0 million euros principal amount of 83/4% French senior notes at 100% of the principal amount of the notes. The notes, which are publicly traded and are due August 1, 2009 with interest payable semi-annually, represent unsecured obligations of KBSA and rank pari passuequally in right of payment with all other senior unsecured indebtedness of KBSA. The Company does not guarantee these KBSA notes. The notes are not redeemable at the option of KBSA, except in the event of certain changes in tax laws. Proceeds from the issuance of the notes were used to pay down bank borrowings and other indebtedness.
 
The Company issued the $350 Million Senior Notes on June 30, 2004 at 99.3% of the principal amount of the notes in a private placement. The notes, which are due August 15, 2011, with interest payable semi-annually at 63/8%, 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. The $350 Million Senior Notes are unconditionally guaranteed jointly

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and severally by certain of the Company’s domestic subsidiaries (“Guarantor SubsidiariesSubsidiaries”) on a senior unsecured basis. The Company used all of the net proceeds from the issuance of the $350 Million Senior Notes to repay bank borrowings. 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 notes are registered under the Securities Act of 1933.
 
On January 28, 2004, the Company issued the $250 Million Senior Notes at 99.474% of the principal amount of the notes in a private placement. The notes, which are due February 1, 2014, with interest payable semi-annually at 53/4%, 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. The $250 Million Senior Notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis. The Company used all of the net proceeds from the issuance of the $250 Million Senior Notes to repay bank borrowings. 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 notes are registered under the Securities Act of 1933.
 
On November 12, 2004, the Company filed the 2004 Shelf Registration with the SEC. The 2004 Shelf Registration, which provided the Company with a total public debt and equity issuance capacity of $1.05 billion, was declared effective on November 29, 2004. The Company’s previously outstanding 2001 Shelf Registration in the amount of $450.0 million was subsumed within the 2004 Shelf Registration. The 2004 Shelf Registration provides that securities may be offered from time to time in one or more series and in the form of senior, senior subordinated or subordinated debt, guarantees of debt securities, preferred stock, common stock, stock purchase contracts, stock purchase units, depositary shares and/or warrants to purchase such securities. At November 30, 2005, $300.0 million of capacity remained available under the 2004 Shelf Registration.
 
On December 15, 2004, pursuant to the 2004 Shelf Registration, the Company issued 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 (1)(a) 100% of their principal amount and (2)(b) the sum of the present values of the remaining


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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 $300 Million 57/8% Senior Notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis. The Company used all of the net proceeds from the issuance of the $300 Million 57/8% Senior Notes to pay down bank borrowings.
 
Pursuant to the 2004 Shelf Registration, on June 2, 2005, the Company issued $300.0 million of 61/4% senior notes at 99.533% of the principal amount of the notes, and on June 27, 2005, issued an additional $150.0 million of 61/4% senior notes in the same series (collectively, the $450 Million Senior Notes),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 (1)(a) 100% of their principal amount and (2)(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. The Company used all of the net proceeds from the issuance of the $450 Million Senior Notes to pay down bank borrowings.
 The 85/8%,
On April 3, 2006, pursuant to the 2004 Shelf Registration, the Company issued the $300 Million 731/4% Senior Notes. The notes, which are due June 15, 2018 with interest payable semi-annually, represent senior unsecured obligations and 91/2%rank equally in right of payment with all of the Company’s existing and future senior subordinated notesunsecured indebtedness and 6are guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis. The $300 Million 73/8%, 531/4%, 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 6(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 Company used all of the proceeds from the $300 Million 71/4% Senior Notes to repay borrowings under its $1.5 Billion Credit Facility. At November 30, 2006, $450.0 million of capacity remained available under the 2004 Shelf Registration. However, as a result of the Company’s failure to file its Quarterly Report onForm 10-Q for the quarter ended August 31, 2006 on a timely basis, it cannot use the 2004 Shelf Registration, or any other registration statement on Form S-3, to offer or sell securities until it has timely filed all required reports under the Securities Exchange Act of 1934 for the 12 months prior to its use of the registration statement.
The senior subordinated and senior notes contain certain restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness, pay dividends, make certain investments, create certain liens, engage in mergers, consolidations, or sales of assets, or engage in certain transactions with officers, directors and employees. Under the terms of the $1.5 Billion Credit Facility, the Company is required, among other things, to maintain certain financial statement ratios and a minimum net worth and is subject to limitations on acquisitions, inventories and indebtedness. Based on the terms of the $1.5 Billion Credit Facility,

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$400 Million Term Loan, senior subordinated and senior notes, retained earnings of $698.8$532.2 million were available for payment of cash dividends or stock repurchases at November 30, 2005.2006. As a result of the Company’s failure to file its Quarterly Report on Form10-Q for the quarter ended August 31, 2006 on a timely basis, the Company was not in compliance with its debt covenants as of November 30, 2006. The Company received a waiver through February 23, 2007 from the holders of its outstanding senior notes in exchange for a fee of $12.9 million. The fee is included in interest incurred in the accompanying 2006 consolidated financial statements. The lenders under the Company’s $1.5 Billion Credit Facility and $400 Million Term Loan provided a similar waiver through February 23, 2007 for a nominal fee.
 
Principal payments on senior subordinated and senior notes, mortgages, land contracts and other loans are due as follows: 2006: $31.8 million; 2007: $3.2$98.4 million; 2008: $59.3$15.1 million; 2009: $377.3$399.1 million; 2010: $299.2$314.4 million; 2011: $998.2 million; and thereafter: $1.59$1.30 billion.
 
Assets (primarily inventories) having a carrying value of approximately $145.3$243.5 million are pledged to collateralize mortgages, land contracts and other secured loans.
Note 11.Fair Values of Financial Instruments
 
The estimated fair values of financial instruments have been determined based on available market information and appropriate valuation methodologies. However, judgment is necessarily required in interpreting market data to develop


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the estimates of fair value. In that regard, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
 
The carrying values and estimated fair values of the Company’s financial instruments, except for those for which the carrying values approximate fair values, are summarized as follows (in thousands):
                  
  November 30,
   
  2005 2004
     
  Carrying Estimated Carrying Estimated
  Value Fair Value Value Fair Value
         
Financial liabilities                
 
85/8% Senior subordinated notes
 $200,000  $213,480  $200,000  $224,680 
 
73/4% Senior subordinated notes
  296,919   308,796   296,319   330,000 
 
91/2% Senior subordinated notes
  250,000   261,250   250,000   278,000 
 
83/4% French senior notes
  176,865   201,626   199,425   227,345 
 
63/8% Senior notes
  347,898   345,536   347,602   364,168 
 
53/4% Senior notes
  248,873   232,191   248,768   246,250 
 
57/8% Senior notes
  298,209   277,937       
 
61/4% Senior notes
  449,536   428,340       
 
                 
  November 30, 
  2006  2005 
     Estimated Fair
     Estimated Fair
 
  Carrying Value  Value  Carrying Value  Value 
 
Financial liabilities                
85/8% Senior subordinated notes
 $200,000  $208,500  $200,000  $213,480 
73/4% Senior subordinated notes
  297,569   302,776   296,919   308,796 
91/2% Senior subordinated notes
  250,000   258,658   250,000   261,250 
83/4% French senior notes
  198,672   215,807   176,865   201,626 
63/8% Senior notes
  348,213   342,398   347,898   345,536 
53/4% Senior notes
  248,984   229,573   248,873   232,191 
57/8% Senior notes
  298,362   274,493   298,209   277,937 
61/4% Senior notes
  449,573   426,532   449,536   428,340 
71/4% Senior notes
  298,512   298,906       
The Company used the following methods and assumptions in estimating fair values:
 Cash and cash equivalents; first mortgages held under commitments of sale and other receivables; borrowings under the unsecured credit facilities, French lines of credit, mortgage warehouse facilities, master loan and security agreements: The carrying amounts reported approximate fair values.
      Senior subordinated and senior notes: The fair values of the Company’s senior subordinated and senior notes are estimated based on quoted market prices.
The carrying amounts reported for cash and cash equivalents, borrowings under the unsecured credit facilities, French lines of credit and the $400 million Term Loan approximate fair values.
Note 12.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. The Company is also involved in litigation incidental to its business, the disposition of which should have no material effect on the Company’s financial position or results of operations.
 
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. For homes sold in the United States, 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 such as appliances. 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 sold,delivered, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

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The changes in the Company’s warranty liability are as follows (in thousands):
         
  2005 2004
     
Balance at beginning of year $99,659  $76,948 
Warranties issued  87,256   60,262 
Payments and adjustments  (55,040)  (37,551)
       
Balance at end of year $131,875  $99,659 
       
 
         
  2006  2005 
 
Balance at beginning of year $131,875  $99,659 
Warranties issued  81,827   87,256 
Payments and adjustments  (61,235)  (55,040)
         
Balance at end of year $152,467  $131,875 
         
In the normal course of its business, the Company issues certain representations, warranties and guarantees related to its home sales, land sales, commercial construction and mortgage loan originations and sales that may be affected by FASB Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” 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 conditionposition or results of operations.


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The Company is often required to obtain bonds and letters of credit in support of its related obligations to various municipalities and other government agencies with respect to subdivision improvement, homeowners association dues,start-up expenses, warranty work, contractors’ license feesimprovements including roads, sewers and earnest money deposits,water, among other things. At November 30, 2005,2006, the Company had outstanding approximately $1.07$1.24 billion and $350.3$464.2 million of performance bonds and letters of credit, respectively. In the event any such bonds or letters of credit are called, the Company would be obligated to reimburse the issuer of the bond or letter of credit. However, the Company does not believe that any currently outstanding bonds or letters of credit will be called.
 
Borrowings outstanding and letters of credit issued under the $1.5 Billion Credit Facility are guaranteed by the Guarantor Subsidiaries.
 
The Company conducts a portion of its land acquisition, development and other residential and commercial activities through unconsolidated joint ventures. These joint ventures had outstanding secured construction debt of approximately $1.30$1.46 billion and $597.2 million$1.30 billion at November 30, 20052006 and 2004,2005, respectively. In certain instances, the Company provides varying levels of guarantees on debt of unconsolidated joint ventures. When the Company or its subsidiaries provide a guarantee, the unconsolidated joint venture generally receives more favorable terms from lenders than would otherwise be available to it. At November 30, 2005,2006, the Company had payment guarantees related to the third-party debt of three of its unconsolidated joint ventures. The firstOne of the unconsolidated joint ventureventures had aggregate third-party debt of $431.1$481.6 million at November 30, 2005,2006, of which each of the joint venture partners guaranteed its pro rata share. The Company’s share of the payment guarantee, which is triggered only in the event of bankruptcy of the joint venture, was 49% or $209.1$233.6 million. The remaining two unconsolidated joint ventures had total third-party debt of $18.1$14.3 million at November 30, 2005,2006, of which each of the joint venture partners guaranteed its pro rata share. The Company’s share of this guarantee was 50% or $9.0$7.2 million. The Company had limited maintenance guarantees of $343.3$147.3 million of unconsolidated entity debt at November 30, 2005.2006. The limited maintenance guarantees only apply if the value of the collateral (generally land and improvements) is less than a specific percentage of the loan balance. If the Company is required to make a payment under a limited maintenance guarantee to bring the value of the collateral above the specified percentage of the loan balance, the payment would constitute a capital contribution and/or loan to the unconsolidated joint venture and increase the Company’s share of any funds the unconsolidated joint venture distributes.
 
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: 2006: $29.7 million; 2007: $29.1$34.8 million; 2008: $24.6$32.4 million; 2009: $19.7$27.6 million; 2010: $15.0$21.7 million; 2011: $9.1 million; and thereafter: $14.4$15.0 million. Rental expense for the years ended November 30, 2006, 2005 and 2004 and 2003 was $30.9 million, $27.7 million $19.6 million and $16.5$19.6 million, respectively.
On November 12, 2006, the Company entered into a Tolling Agreement with its former Chief Executive Officer in connection with the termination of his service. The Company and its former Chief Executive Officer reserved all rights under the former Chief Executive Officer’s employment agreement and under any stock option, restricted stock, retirement and other benefit plans to which he was a party. The Company agreed to pay its former Chief Executive Officer the dollar value of all accrued and unpaid vacation benefits and sick pay based on his base salary and unreimbursed business expenses through the date of his departure. The Company retained and suspended the payment of any other compensation and benefits to its former Chief Executive Officer that may be payable under his employment agreement or the Company’s compensation programs in which he participated.
The Tolling Agreement provides that neither the Company nor its former Chief Executive Officer has made an admission as to the characterization of the former Chief Executive Officer’s termination of service, including whether such termination constituted a “retirement” or other form of termination. This characterization can be expected to affect the former Chief Executive Officer’s rights to receive severance payments and other benefits under his employment agreement and the Company’s compensation programs in which he participated.
The Tolling Agreement remains in effect and no resolution has been reached as to the matters reserved under its terms.


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Note 13.  Legal Matters
Derivative Litigation.  On July 10, 2006, a shareholder derivative action,Wildt v. Karatz, et al., was filed in Los Angeles Superior Court. On August 8, 2006, a virtually identical shareholder derivative lawsuit,Davidson v. Karatz, et al., was also filed in Los Angeles Superior Court. These actions, which ostensibly are brought on behalf of the Company, allege, among other things, that defendants (various of the Company’s current and former directors and officers) breached their fiduciary duties to the Company by, among other things, backdating grants of stock options to various current and former executives in violation of the Company’s shareholder-approved stock option plans. Defendants have not yet responded to the complaints. The Company and the parties have agreed to a stipulation and proposed order that was submitted to the court on January 5, 2007, providing, among other things, that, to preserve the status quo without prejudicing any party’s substantive rights, the Company’s former Chairman and Chief Executive Officer, shall not exercise any of his outstanding options, at any price, during the period in which the order is in effect, and that the order shall be effective upon entry by the court and expire on March 31, 2007, unless otherwise agreed in writing. The court entered the order on January 22, 2007. In connection with the entry of this order, the plaintiffs agreed to stay their cases while the parallel federal court derivative lawsuits discussed below are pursued. A stipulation and order effectuating the parties’ agreement to stay the state court actions was entered by the court on February 7, 2007.
On August 16, 2006, a shareholder derivative lawsuit,Redfield v. Karatz, et al., was filed in the United States District Court for the Central District of California. On August 31, 2006, a virtually identical shareholder derivative lawsuit,Staehr v. Karatz, et al., was also filed in the United States District Court for the Central District of California. These actions, which ostensibly are brought on behalf of the Company, allege, among other things, that defendants (various of the Company’s current and former directors and officers) breached their fiduciary duties to the Company by, among other things, backdating grants of stock options to various current and former executives in violation of the Company’s shareholder-approved stock option plans. UnlikeWildt andDavidson, however, these lawsuits also include substantive claims under the federal securities laws. On November 6, 2006, the court entered an order that, among other things, consolidated these two cases and specified that defendants’ response to the consolidated complaint would be due within 45 days after service of the consolidated complaint. On January 9, 2007, plaintiffs filed their consolidated complaint. Defendants have not yet responded to the complaint, and discovery has not commenced.
SEC Investigation.  In August 2006, the Company announced that it had received an informal inquiry from the Securities and Exchange Commission relating to its stock option grant practices. In January 2007, the Company was informed that the SEC is now conducting a formal investigation of this matter. The Company has cooperated with the SEC regarding this matter and intends to continue to do so.
Storm Water Matter.  In January 2003, the Company received a request for information from the EPA pursuant to Section 308 of the Clean Water Act. Several other public homebuilders have received similar requests. The request sought information about storm water discharge practicespollution control program implementation at certain of the Company’s construction sites, and the Company provided information pursuant to the request. In May 2004, on behalf of the EPA, the DOJ tentatively asserted that certain

54


regulatory requirements applicable to storm water discharges werehad been violated on certain occasions at certain of the Company’s construction sites, and civil penalties and injunctive relief might be warranted. The DOJ has also proposed certain steps it would expect the Company to take in the future relating to compliance with the EPA’s requirements applicable to storm water discharges. The Company has defenses to the claims that have been asserted and is exploring methods of resolving the matter. The Company believes thatWhile the costs associated with the claims cannot be determined at this time, the Company believes that such costs are not likely to be material to its consolidated financial position or results of operations.
Other Matters.  The Company is also involved in litigation and governmental proceedings incidental to its business. These cases are in various procedural stages and, based on reports of counsel, it is the Company’s opinion that provisions or reserves made for potential losses are adequate and any liabilities or costs arising out of currently pending litigation will not have a materially adverse effect on its consolidated financial position or results of operations.
Note 13.14.  Stockholders’ Equity
 
Preferred Stock.  On February 4, 1999, the Company adopted a new Stockholder Rights Plan to replace its preexisting shareholder rights plan adopted in 1989 (the “1989 Rights Plan”) and declared a dividend distribution of one preferred share purchase right for each outstanding share of common stock; such rights were issued on March 7, 1999,


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simultaneously with the expiration of the rights issued under the 1989 Rights Plan. Under certain circumstances, each right entitles the holder to purchase 1/100th of a share of the Company’s Series A Participating Cumulative Preferred Stock at a price of $270.00, subject to certain antidilutionanti-dilution provisions. The rights are not exercisable until the earlier to occur of (i)(a) 10 days following a public announcement that a person or group has acquired Company stock representing 15% or more of the aggregate votes entitled to be cast by all shares of common stock, or (ii)(b) 10 days following the commencement of a tender offer for Company stock representing 15% or more of the aggregate votes entitled to be cast by all shares of common stock. If, without approval of the board of directors, the Company is acquired in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power is sold, each right will entitle its holder to receive, upon exercise, common stock of the acquiring company having a market value of twice the exercise price of the right; and if, without approval of the board of directors, any person or group acquires Company stock representing 15% or more of the aggregate votes entitled to be cast by all shares of common stock, each right will entitle its holder to receive, upon exercise, common stock of the Company having a market value of twice the exercise price of the right. At the option of the Company, the rights are redeemable prior to becoming exercisable at $.005 per right. Unless previously redeemed, the rights will expire on March 7, 2009. Until a right is exercised, the holder will have no rights as a stockholder of the Company, including the right to vote or receive dividends.
 
Common Stock.  The Company repurchased six million shares of its common stock in 2006 at an aggregate price of $377.4 million and repurchased two million shares of its common stock in both 2005 and 2004 at an aggregate price of $129.4 million and $66.1 million, respectively, under a stock repurchase program authorized by its board of directors. In addition to the repurchases in 2006 and 2005, which consisted of open market transactions, the Company retiredacquired $16.7 million and $5.3 million, respectively, of common stock to satisfy withholding taxes of employees on vested restricted stock. As of November 30, 2005,2006, the Company had completed all repurchases underauthorization from its board of directors’ authorization.directors to repurchase four million additional shares. However, in connection with the Stock Option Review, the board of directors suspended the share repurchase program.
 
On December 2, 2004, the Company’s board of directors increased the annual cash dividend on the Company’s common stock to $.75 per share from $.50 per share.
 
On April 7, 2005, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of the Company’s common stock from 100 million to 300 million.
On December 8, 2005, the Company’s board of directors increased the annual cash dividend on the Company’s common stock to $1.00 per share from $.75 per share.
Note 14.15.  Employee Benefit and Stock Plans
 
Benefits are provided to most employees under the Company’s 401(k) Savings Plan under which contributions by employees are partially matched by the Company. The aggregate cost of this plan to the Company was $10.8 million in 2006, $10.6 million in 2005 and $8.6 million in 2004 and $6.8 million in 2003.2004. The assets of the Company’s 401(k) Savings Plan are held by a third party trustee. Plan participants may direct the investment of their funds among one or more of the several fund options offered by the plan. The Company’s common stock is one of the investment choices available to participants. As of November 30, 2006, 2005 and 2004, approximately 11%, 18% and 2003 approximately 18%, 12% and 10%, respectively, of the plan’s net assets were invested in the Company’s common stock.
 
The Company’s Amended and Restated 1999 Incentive Plan (the “1999 Plan”) provides that stock options, associated limitedperformance stock, appreciation rights, restricted shares of common stock and stock units and other securities may be awarded to eligible individuals (all employeesany employee of the Company for periods of up to 10 years. The 1999 Plan also enables the Company to grant cash bonuses, associated stock appreciation rights and other than executive officers)stock-based awards. The Company has also made outstanding awards under its 2001 Stock Incentive Plan, 1998 Stock Incentive Plan, 1988 Employee Stock Plan, 1986 Stock Option Plan and its Performance-Based Incentive Plan for Senior Management, each of which provides for generally the same types of awards as the 1999 Plan, but with periods of up to 15 years. The Company also has a Performance-Based Incentive PlanEach plan provides for Senior Management (the “Incentive Plan”), a 1998 Stock Incentive Plan (the “1998 Plan”) and a 2001 Stock Incentive Plan (the “2001 Plan”), each of which provide for the same types of awards as may be made under the 1999 Plan, but require that such awards be subject to certain conditions which are designed to

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enable the Company to pay annual compensation in excess of $1.0 million to participating executives and maintain tax deductibility for such compensation for the Company. The 1999 Plan and the 2001 Stock Incentive Plan are the Company’s primary existing employee stock plans.


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Stock option transactions are summarized as follows:
                         
  2005 2004 2003
       
    Weighted   Weighted   Weighted
    Average   Average   Average
    Exercise   Exercise   Exercise
  Options Price Options Price Options Price
             
Options outstanding at beginning of year  13,425,306  $22.20   13,627,446  $18.14   12,894,926  $15.04 
Granted  556,088   62.19   2,199,160   37.83   2,334,992   31.96 
Exercised  (4,582,497)  14.64   (2,118,706)  12.02   (1,309,242)  12.57 
Cancelled  (222,644)  34.97   (282,594)  24.55   (293,230)  17.01 
                   
Options outstanding at end of year  9,176,253  $28.16   13,425,306  $22.20   13,627,446  $18.14 
                   
Options exercisable at end of year  6,631,515  $23.17   8,828,518  $16.85   8,107,966  $13.93 
                   
Options available for grant at end of year  4,394,024       4,759,468       6,878,592     
                   
 
                         
  2006  2005  2004 
     Weighted
     Weighted
     Weighted
 
     Average
     Average
     Average
 
     Exercise
     Exercise
     Exercise
 
  Options  Price  Options  Price  Options  Price 
 
Options outstanding at beginning of year  9,176,253  $28.16   13,425,306  $22.20   13,627,446  $18.14 
Granted  85,569   67.53   556,088   62.19   2,199,160   37.83 
Exercised  (743,481)  24.19   (4,582,497)  14.64   (2,118,706)  12.02 
Cancelled  (164,065)  38.63   (222,644)  34.97   (282,594)  24.55 
                         
Options outstanding at end of year  8,354,276  $28.71   9,176,253  $28.16   13,425,306  $22.20 
                         
Options exercisable at end of year  7,428,952  $26.46   6,631,515  $23.17   8,828,518  $16.85 
                         
Options available for grant at end of year  4,472,520       4,394,024       4,759,468     
                         
The total intrinsic value of options exercised during the years ended November 30, 2006, 2005 and 2004 was $29.5 million, $223.1 million and $59.1 million, respectively. The aggregate intrinsic value of options outstanding was $199.1 million, $381.9 million and $292.0 million at November 30, 2006, 2005 and 2004, respectively. The aggregate intrinsic value of options exercisable at November 30, 2006, 2005 and 2004 was $190.8 million, $309.1 million and $239.2 million, respectively. 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.
Stock options outstanding at November 30, 20052006 are as follows:
                     
  Options Outstanding Options Exercisable
     
    Weighted    
    Average Weighted   Weighted
    Remaining Average   Average
    Contractual Exercise   Exercise
Range of Exercise Price Options Life Price Options Price
           
$ 6.56 to $13.95  1,853,984   10.62  $13.49   1,853,984  $13.49 
$14.24 to $21.24  317,716   10.81   18.27   317,716   18.27 
$21.51 to $21.51  2,239,895   11.85   21.51   2,239,895   21.51 
$22.42 to $33.24  2,344,919   12.71   31.34   1,544,463   30.86 
$35.26 to $73.78  2,419,739   13.09   43.77   675,457   39.94 
                
$ 6.56 to $73.78  9,176,253   12.11  $28.16   6,631,515  $23.17 
                
 
                         
  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 
 
$ 6.56 to $13.95  1,702,128  $13.58   9.67   1,702,128  $13.58     
$14.24 to $21.24  304,716   18.34   9.81   304,716   18.34     
$21.51 to $21.51  2,017,942   21.51   10.85   2,017,942   21.51     
$22.42 to $33.24  2,026,904   31.65   11.73   1,975,238   31.62     
$35.26 to $73.78  2,302,586   45.00   11.94   1,428,928   43.41         
                         
$ 6.56 to $73.78  8,354,276  $28.71   11.08   7,428,952  $26.46   11.08 
                         
The weighted average fair value of options granted in 2006, 2005 and 2004 was $24.76, $26.84 (as restated) and $18.37 (as restated), respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in 2006, 2005 and 2004, respectively: a risk-free interest rate of 4.8%, 4.3% and 3.8%; an expected volatility factor for the market price of the Company’s common stock of 41.0%, 42.8% and 44.0%; a dividend yield of 1.9%, 1.4% and 1.2%; and an expected life of 5 years, 6 years and 5 years.
For the year ended November 30, 2006, the Company’s stock-based compensation expense related to stock option grants was $19.4 million. As of November 30, 2006, there was $9.4 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 one year.
The Company records proceeds from the exercise of stock options as additions to common stock and paid-in capital. The relatedActual tax benefits realized for the tax deduction from stock option exercises of $85.6$17.5 million, $22.1$36.9 million and $6.9$11.0 million were recorded as additional paid-in capital in 2006, 2005, and 2004, and 2003, respectively. In 2006, the consolidated statement of cash flows reflects $15.4 million of excess tax benefit associated with the exercise of stock options since December 1, 2005, in accordance with the cash flow classification requirements of SFAS No. 123(R).


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On July 11, 2001, the Company awarded 700,000 shares of restricted common stock to its former Chairman and Chief Executive Officer in accordance with the terms and conditions of his amended and restated employment agreement. The Company awarded 148,650 shares of restricted common stock to certain key executives on October 15, 2005. The restrictions imposed with respect to the shares covered by the awards lapse over periods of three or eight years if certain conditions are met. During the restriction periods, the executives are entitled to vote and receive dividends on such shares. Upon issuance of the shares, deferred compensation equivalent to the market value of the shares on the date of grant was charged to stockholders’ equity and is being amortized over the restriction periods. The compensation expense associated with the restricted shares totaled $4.7 million in 2006, $2.0 in million 2005 and $1.5 million in both 2004 and 2003.2004.
 
In connection with a share repurchase program, 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 an independent trustee, holds and distributes the shares of common stock acquired for the purpose of funding certain employee compensation and employee benefit obligations of the Company under its existing stock option, 401(k) 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.

56


 
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 sheet. The difference between the Trust share value and the fair market value on the date shares are released from the Trust, for the benefit of employees, is included in additional paid-in capital. Common stock held in the Trust is not considered outstanding in the computation of earnings per share. The Trust held 12.3 million, 13.0 million 14.8 million and 15.214.8 million shares of common stock at November 30, 2006, 2005 2004 and 2003,2004, respectively. The trustee votes shares held by the Trust in accordance with voting directions from eligible employees, as specified in a trust agreement with the trustee.
Note 15.16.  Postretirement Benefits
 
The Company has two supplemental non-qualified, unfunded retirement plans, the KB Home Supplemental Executive Retirement Plan, restated effective as of July 12, 2001, and the KB Home Retirement Plan, effective as of July 11, 2002, pursuant to which the Company will pay supplemental pension benefits to certain key employees upon retirement. 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. As of November 30, 20052006 and 2004,2005, the cash surrender value of these insurance contracts was $32.5$43.1 million and $27.1$32.5 million, respectively.
 
On November 1, 2001, the Company implemented an unfunded death benefit only plan, the KB Home Death Benefit Only Plan, 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. As of November 30, 20052006 and 2004,2005, the cash surrender value under these policies was $17.1 million and $13.8 million, and $9.4 million, respectively.


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The combined financial impact of these plans is outlined in the following tables (in thousands):
         
  Years Ended
  November 30,
   
  2005 2004
     
Change in benefit obligation:        
Benefit obligation at beginning of year $24,619  $22,011 
Service cost  1,404   1,342 
Interest cost  1,477   1,320 
Amendments  8,228    
Actuarial losses (gains)  1,536   (54)
       
Benefit obligation at end of year $37,264  $24,619 
       
Funded status $(37,264) $(24,619)
Unrecognized prior service cost  18,312   10,793 
Unrecognized net actuarial loss  5,126   3,661 
       
Accrued benefit cost $(13,826) $(10,165)
       

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  Years Ended
  November 30,
   
  2005 2004
     
Components of net periodic benefit cost:        
Service cost $1,404  $1,342 
Interest cost  1,477   1,320 
Amortization of prior service cost  707   708 
Amortization of actuarial losses  71   92 
       
Net periodic benefit cost $3,659  $3,462 
       
Weighted-average assumptions as of November 30:        
Discount rate  6.0%  6.0%
Rate of compensation increase  4.0%  4.0%
         
  Years Ended November 30, 
  2006  2005 
 
Change in benefit obligation:        
Benefit obligation at beginning of year $41,242  $24,619 
Service cost  2,697   1,404 
Interest cost  2,474   1,477 
Amendments     8,228 
Actuarial (gain) loss  (2,790)  1,536 
         
Benefit obligation at end of year $43,623  $37,264 
         
         
Funded status $(43,623) $(37,264)
Unrecognized prior service cost  20,734   18,312 
Unrecognized net actuarial loss  2,258   5,126 
         
Accrued benefit cost $(20,631) $(13,826)
         
Components of net periodic benefit cost:        
Service cost $1,356  $1,404 
Interest cost  2,617   1,477 
Amortization of prior service cost  1,556   707 
Amortization of actuarial loss  67   71 
         
Net periodic benefit cost $5,596  $3,659 
         
Weighted-average assumptions as of November 30:        
Discount rate  6.0%  6.0%
Rate of compensation increase  4.0%  4.0%
Note 16.17.  Income Taxes
 
The components of pretax income are as follows (in thousands):
             
  Years Ended November 30,
   
  2005 2004 2003
       
United States $1,189,551  $643,429  $492,070 
France  106,470   74,273   61,394 
          
Pretax income $1,296,021  $717,702  $553,464 
          
 
             
  Years Ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
 
             
United States $538,450  $1,183,742  $641,063 
France  159,601   106,470   74,273 
             
Pretax income $698,051  $1,290,212  $715,336 
             
The components of income taxes are as follows (in thousands):
                  
  Total Federal State France
         
2005                
Currently payable $446,688  $363,790  $63,000  $19,898 
Deferred  6,912   705      6,207 
             
 Total $453,600  $364,495  $63,000  $26,105 
             
2004                
Currently payable $281,022  $226,582  $34,000  $20,440 
Deferred  (44,222)  (53,111)     8,889 
             
 Total $236,800  $173,471  $34,000  $29,329 
             
2003                
Currently payable $192,506  $149,736  $24,500  $18,270 
Deferred  (9,806)  (15,370)     5,564 
             
 Total $182,700  $134,366  $24,500  $23,834 
             
 
                 
  Total  Federal  State  France 
 
2006                
Currently payable $351,000  $309,008  $23,116  $18,876 
Deferred  (135,300)  (111,753)  (36,843)  13,296 
                 
Total $215,700  $197,255  $(13,727) $32,172 
                 
2005 (as restated)                
Currently payable $461,100  $378,202  $63,000  $19,898 
Deferred  5,400   (807)     6,207 
                 
Total $466,500  $377,395  $63,000  $26,105 
                 
2004 (as restated)                
Currently payable $286,060  $231,620  $34,000  $20,440 
Deferred  (44,760)  (53,649)     8,889 
                 
Total $241,300  $177,971  $34,000  $29,329 
                 


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Deferred income taxes result from temporary differences in the financial and tax bases of assets and liabilities. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands):
           
  November 30,
   
  2005 2004
     
Deferred tax liabilities:        
 Installment sales $112,987  $78,604 
 Capitalized expenses  46,245   33,210 
 Repatriation of French subsidiaries  41,929   29,660 
 Depreciation and amortization  8,721   5,165 
 Other  7,935   6,714 
       
  Total deferred tax liabilities $217,817  $153,353 
       

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  November 30,
   
  2005 2004
     
Deferred tax assets:        
 Warranty, legal and other accruals $136,942  $95,146 
 Capitalized expenses  40,827   23,624 
 Partnerships and joint ventures  113,010   74,469 
 Employee benefits  46,378   35,822 
 Noncash charge for impairment of long-lived assets  13,561   6,284 
 French minority interest  11,223   9,672 
 Tax credits  9,427   88,198 
 Foreign tax credits  56,508   28,785 
 Other  10,755   8,971 
       
  Total deferred tax assets  438,631   370,971 
       
Net deferred tax assets $220,814  $217,618 
       
 
         
  November 30, 
  2006  2005 
     (as restated) 
 
Deferred tax liabilities:        
Installment sales $163,074  $112,987 
Capitalized expenses  90,817   46,245 
Repatriation of French subsidiaries  60,793   41,929 
Depreciation and amortization  10,727   8,721 
Other  13,609   7,935 
         
Total deferred tax liabilities $339,020  $217,817 
         
Deferred tax assets:        
Partnerships and joint ventures $160,020  $113,010 
Warranty, legal and other accruals  159,333   126,914 
Inventory impairments and land option cost write-offs  116,126   13,561 
Employee benefits  93,213   58,683 
Capitalized expenses  54,456   40,827 
French royalty  40,633    
Deferred income  23,367   244 
French minority interest  7,232   11,223 
Depreciation and amortization  3,760    
Tax credits     9,427 
Foreign tax credits  71,700   56,508 
Other  3,128   10,511 
         
Total deferred tax assets  732,968   440,908 
         
Net deferred tax assets $393,948  $223,091 
         
Income taxes computed at the statutory U.S. federal income tax rate and income tax expense provided in the consolidated financial statements differ as follows (in thousands):
              
  Years Ended November 30,
   
  2005 2004 2003
       
Amount computed at statutory rate $453,607  $251,196  $193,712 
Increase (decrease) resulting from:            
 State taxes, net of federal income tax benefit  40,950   22,100   15,925 
 Difference in French tax rate  827   657   389 
 Intercompany dividends  (7,377)  1,010   2,540 
 Tax credits  (35,143)  (40,891)  (22,199)
 Other, net  736   2,728   (7,667)
          
Total $453,600  $236,800  $182,700 
          
 
             
  Years Ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
 
             
Amount computed at statutory rate $244,318  $451,574  $250,368 
Increase (decrease) resulting from:            
IRC Section 199 manufacturing deduction  (6,265)      
State taxes, net of federal income tax benefit  (8,923)  40,950   22,100 
Difference in French tax rate  1,986   827   657 
Intercompany dividends  (1,736)  (7,377)  1,010 
Non-deductible stock-based compensation and related expenses  3,871   11,013   1,649 
Tax credits  (4,625)  (35,143)  (40,891)
Other, net  (12,926)  4,656   6,407 
             
Total $215,700  $466,500  $241,300 
             
In 2006, the Company recognized tax benefits from the manufacturing deduction created by the American Jobs Creation Act of 2004, which provides certain tax benefits for “qualified production activities income.” Additionally in 2006, an analysis of the state tax accruals was performed to determine and to separately reflect state deferred taxes, which previously had been included in state taxes payable. This analysis resulted in the release of state tax accruals no longer deemed necessary. During 2006, 2005 and 2004, IRC Section 162(m) adjustments were made for non-deductible stock-


72


based compensation and 2003,related expenses due to stock option measurement date changes in connection with the Stock Option Review.
During 2006, 2005 and 2004, the Company made investments that have resulted in benefits in the form of synthetic fuel tax credits. During 2005, a small portion of these tax credits were forfeited as part of an IRS settlement. Additionally, these tax credits are subject to a phase-out provision that gradually reduces the tax credits if the annual average price of domestic crude oil increases to a stated phase-out range. ThisThe phase-out did not cause a materialpercentage for 2006 was 25% with no reduction in the tax credits infor 2005 2004 or 2003.and 2004.

59


Note 17.18.  GeographicalSegment Information
 
As of November 30, 2006, the Company has identified six reporting segments, comprised of five construction reporting segments and one financial services segment, within its consolidated operations in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” The Company’s construction reporting segments, which are the same as the long-standing geographic regions previously reported by the Company, are: West Coast, Southwest, Central, Southeast and France. The domestic reporting segments have construction operations in the following states:
West Coast: California
Southwest: Arizona, Nevada and New Mexico
Central: Colorado, Illinois, Indiana, Louisiana and Texas
Southeast: Florida, Georgia, Maryland, North Carolina, South Carolina and Virginia
The Company’s construction operating 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, move-up and active adult buyers. In addition to constructing homes, the Company’s French subsidiary builds commercial projects and high-density residential properties, such as condominium complexes, in France.
The Company’s construction operations have historically been aggregated into a single reporting segment. In 2006, the Company reassessed the aggregation of its operating segments and, as a result, revised its reporting segments to include five separate construction segments and one financial services segment. The information by reportable segment for all prior years included herein has been restated to conform to the 2006 presentation. This restatement has no impact on the Company’s consolidated balance sheet as of November 30, 2005, or its consolidated statements of income or consolidated statements of cash flows for the years ended November 30, 2005 and 2004.
The Company’s construction reporting segments were identified based primarily on similarities in economic and geographic characteristics, as well as similar product type, regulatory environments, methods used to sell and construct homes and land acquisition characteristics. The Company evaluates segment performance primarily based on segment pretax income.
The Company’s financial services reporting segment provides mortgage banking, title, insurance and escrow coordination services to the Company’s U.S. homebuyers. The Company’s financial services segment operates in the same markets as the Company’s construction reporting segments. Mortgage banking services were provided directly by KBHMC prior to September 1, 2005. From and after that date, mortgage banking services are being provided through Countrywide KB Home Loans.
The Company’s reporting segments follow the same accounting policies used for the 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.


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The following table presentstables present financial information aboutrelating to the Company by geographic areaCompany’s reporting segments (in thousands):
          
    Identifiable
  Revenues Assets
     
2005        
Construction:        
 West Coast $3,050,486  $2,735,214 
 Southwest  1,964,483   1,542,363 
 Central  1,559,067   1,032,885 
 Southeast  1,549,277   1,240,902 
 France  1,286,969   1,165,623 
       
Total construction  9,410,282   7,716,987 
Financial services  31,368   29,933 
       
Total $9,441,650  $7,746,920 
       
2004        
Construction:        
 West Coast $2,215,258  $1,661,416 
 Southwest  1,517,981   1,171,624 
 Central  1,385,890   989,279 
 Southeast  855,367   692,980 
 France  1,033,771   1,110,197 
       
Total construction  7,008,267   5,625,496 
Financial services  44,417   210,460 
       
Total $7,052,684  $5,835,956 
       
2003        
Construction:        
 West Coast $1,971,487  $1,077,003 
 Southwest  1,195,683   796,950 
 Central  1,155,359   851,793 
 Southeast  547,993   368,844 
 France  904,907   888,156 
       
Total construction  5,775,429   3,982,746 
Financial services  75,125   253,113 
       
Total $5,850,554  $4,235,859 
       
             
  Year Ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
Revenues:            
West Coast $3,531,279  $3,050,486  $2,215,258 
Southwest  2,183,830   1,964,483   1,517,981 
Central  1,553,309   1,559,067   1,385,890 
Southeast  2,091,425   1,549,277   855,367 
France  1,623,709   1,286,969   1,033,771 
             
Total construction revenues  10,983,552   9,410,282   7,008,267 
Financial services  20,240   31,368   44,417 
             
Total revenues $11,003,792  $9,441,650  $7,052,684 
             
Pretax income:            
West Coast $359,864  $681,303  $452,347 
Southwest  365,098   513,846   270,683 
Central  (54,749)  28,152   47,993 
Southeast  38,933   152,508   (7,076)
France  108,790   71,442   52,594 
Corporate and other (a)  (153,421)  (168,237)  (109,893)
             
Total construction pretax income  664,515   1,279,014   706,648 
Financial services  33,536   11,198   8,688 
             
Total pretax income $698,051  $1,290,212  $715,336 
             
Construction interest cost:            
West Coast $     20,160  $   16,970  $   11,302 
Southwest  49,622   27,912   18,565 
Central  37,518   41,046   34,437 
Southeast  31,850   14,150   7,254 
France  24,083   22,850   25,404 
Corporate and other  3,363       
             
Total construction interest cost (b) $166,596  $122,928  $96,962 
             
Financial services interest income, net $181  $3,003  $7,033 
             
(a)Corporate and other includes corporate general and administrative expenses.
(b)Construction interest cost includes interest amortized in construction and land costs, and interest expense. During 2006, 2005 and 2004, interest included in construction and land costs totaled $147.9 million, $104.0 million and $78.8 million, respectively. Interest expense in 2006, 2005 and 2004 totaled $18.7 million, $18.9 million and $18.2 million, respectively.


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60


             
  Year Ended November 30, 
  2006  2005  2004 
     (as restated)  (as restated) 
Equity in pretax income (loss) of unconsolidated joint ventures:            
West Coast $(25,732) $13,287  $6,369 
Southwest  (26)  112   250 
Central  (3,829)  (2)  (4)
Southeast  (12,290)  (319)   
France  10,505   6,101   8,132 
Corporate and other  21,047   1,137   2,853 
             
Total construction equity in pretax income (loss) of unconsolidated joint ventures $(10,325) $20,316  $17,600 
             
Financial services $19,219  $230  $ 
             
         
  November 30, 
  2006  2005 
     (as restated) 
Assets:        
West Coast $2,851,364  $2,577,851 
Southwest  1,306,219   1,441,023 
Central  853,873   952,458 
Southeast  1,466,198   1,160,980 
France  1,387,707   1,099,233 
Corporate and other  1,105,079   479,901 
         
Total construction assets  8,970,440   7,711,446 
Financial services  44,024   29,933 
         
Total assets $9,014,464  $7,741,379 
         
Investment in unconsolidated joint ventures:        
West Coast $48,013  $17,869 
Southwest  174,168   133,789 
Central  14,344   44,585 
Southeast  144,717   36,069 
France  16,489   17,936 
Corporate and other     25,130 
         
Total construction investment in unconsolidated joint ventures $397,731  $275,378 
         
Financial services $25,296  $15,230 
         
Note 18.19.  Quarterly Results (unaudited)
 
Quarterly results for the years ended November 30, 20052006 and 20042005 follow (in thousands, except per share amounts):
                 
  First Second Third Fourth
         
2005                
Revenues $1,636,120  $2,130,326  $2,525,064  $3,150,140 
Operating income  196,223   295,127   375,217   501,627 
Pretax income  186,044   275,013   352,721   482,243 
Net income  122,744   181,513   227,521   310,643 
Basic earnings per share  1.53   2.22   2.75   3.75 
Diluted earnings per share  1.41   2.06   2.55   3.51 
             
2004                
Revenues $1,353,409  $1,570,386  $1,748,292  $2,380,597 
Operating income  121,509   169,290   191,934   300,654 
Pretax income  110,708   152,506   175,954   278,534 
Net income  74,208   102,106   117,854   186,734 
Basic earnings per share  .95   1.29   1.51   2.39 
Diluted earnings per share  .88   1.20   1.42   2.21 
             
 
                 
  First (a)  Second (a)  Third  Fourth 
  (as restated)  (as restated)       
 
2006                
Revenues $2,191,650  $2,592,071  $2,674,391  $3,545,680 
Operating income (loss)  275,919   344,328   240,850   (91,063)
Pretax income (loss)  267,534   319,445   238,114   (127,042)
Net income (loss)  173,334   205,445   153,214   (49,642)
Basic earnings (loss) per share  2.14   2.59   1.97   (.64)
Diluted earnings (loss) per share  2.01   2.45   1.90   (.64)
                 

75


                 
  First (a)  Second (a)  Third (a)  Fourth (a) 
  (as restated)  (as restated)  (as restated)  (as restated) 
 
2005                
Revenues $1,636,120  $2,130,326  $2,525,064  $3,150,140 
Operating income  194,710   293,614   373,704   500,127 
Pretax income  184,531   273,500   351,208   480,973 
Net income  119,931   176,700   222,708   304,373 
Basic earnings per share  1.50   2.16   2.69   3.67 
Diluted earnings per share  1.38   2.01   2.50   3.44 
                 
Quarterly andyear-toyear-to-date-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.
(a) The following tables reflect the adjustments related to the restatements for periods not derived from the audited consolidated financial statements herein (dollars in thousands, except per share amounts):
                         
  Quarter Ended February 28, 2006  Quarter Ended May 31, 2006 
  As
        As
       
  previously
     As
  previously
     As
 
  reported  Adjustments  restated  reported  Adjustments  restated 
 
Total revenues $2,191,650  $      —  $2,191,650  $2,592,071  $      —  $2,592,071 
                         
Construction:                        
Revenues $2,187,324  $  $2,187,324  $2,587,213  $  $2,587,213 
Construction and land costs  (1,618,315)     (1,618,315)  (1,921,189)     (1,921,189)
Selling, general and administrative expenses  (294,842)  (827)  (295,669)  (324,237)  (827)  (325,064)
                         
Operating income  274,167   (827)  273,340   341,787   (827)  340,960 
Interest income  1,180      1,180   1,113      1,113 
Interest expense, net of amounts capitalized  (4,753)     (4,753)  (10,266)     (10,266)
Minority interests  (11,717)     (11,717)  (18,129)     (18,129)
Equity in pretax income (loss) of unconsolidated joint ventures  5,755      5,755   (318)     (318)
                         
Construction pretax income  264,632   (827)  263,805   314,187   (827)  313,360 
                         
Financial services:                        
Revenues  4,326      4,326   4,858      4,858 
Expenses  (1,747)     (1,747)  (1,490)     (1,490)
Equity in pretax income of unconsolidated joint venture  1,150      1,150   2,717      2,717 
                         
Financial services pretax income  3,729      3,729   6,085      6,085 
                         
Total pretax income  268,361   (827)  267,534   320,272   (827)  319,445 
Income taxes  (93,900)  (300)  (94,200)  (113,700)  (300)  (114,000)
                         
Net income $174,461  $(1,127) $173,334  $206,572  $(1,127) $205,445 
                         
Basic earnings per share $2.15  $(.01) $2.14  $2.60  $(.01) $2.59 
                         
Diluted earnings per share $2.02  $(.01) $2.01  $2.46  $(.01) $2.45 
                         
Basic average shares outstanding  81,031      81,031   79,522      79,522 
                         
Diluted average shares outstanding  86,248      86,248   83,978      83,978 
                         

76


                         
  Quarter Ended February 28, 2005  Quarter Ended May 31, 2005 
  As
        As
       
  previously
     As
  previously
     As
 
  reported  Adjustments  restated  reported  Adjustments  restated 
 
Total revenues $1,636,120  $      —  $1,636,120  $2,130,326  $      —  $2,130,326 
                         
Construction:                        
Revenues $1,628,493  $  $1,628,493  $2,120,313  $  $2,120,313 
Construction and land costs  (1,212,375)     (1,212,375)  (1,552,276)     (1,552,276)
Selling, general and administrative expenses  (220,498)  (1,513)  (222,011)  (273,285)  (1,513)  (274,798)
                         
Operating income  195,620   (1,513)  194,107   294,752   (1,513)  293,239 
Interest income  980      980   791      791 
Interest expense, net of amounts capitalized  (2,416)     (2,416)  (4,001)     (4,001)
Minority interests  (14,360)     (14,360)  (19,066)     (19,066)
Equity in pretax income of unconsolidated joint ventures  5,617      5,617   2,162      2,162 
                         
Construction pretax income  185,441   (1,513)  183,928   274,638   (1,513)  273,125 
                         
Financial services:                        
Revenues  7,627      7,627   10,013      10,013 
Expenses  (7,024)     (7,024)  (9,638)     (9,638)
Equity in pretax income of unconsolidated joint venture                  
                         
Financial services pretax income  603      603   375      375 
                         
Total pretax income  186,044   (1,513)  184,531   275,013   (1,513)  273,500 
Income taxes  (63,300)  (1,300)  (64,600)  (93,500)  (3,300)  (96,800)
                         
Net income $122,744  $(2,813) $119,931  $181,513  $(4,813) $176,700 
                         
Basic earnings per share $1.53  $(0.03) $1.50  $2.22  $(0.06) $2.16 
                         
Diluted earnings per share $1.41  $(0.03) $1.38  $2.06  $(0.05) $2.01 
                         
Basic average shares outstanding  80,194      80,194   81,665      81,665 
                         
Diluted average shares outstanding  87,096      87,096   88,044      88,044 
                         


77


                         
  Quarter Ended August 31, 2005  Quarter Ended November 30, 2005 
  As
        As
       
  previously
     As
  previously
     As
 
  reported  Adjustments  restated  reported  Adjustments  restated 
 
Total revenues $2,525,064  $      —  $2,525,064  $3,150,140  $      —  $3,150,140 
                         
Construction:                        
Revenues $2,515,803  $  $2,515,803  $3,145,673  $  $3,145,673 
Construction and land costs  (1,828,499)     (1,828,499)  (2,294,989)     (2,294,989)
Selling, general and administrative expenses  (313,494)  (1,513)  (315,007)  (357,870)  (1,270)  (359,140)
                         
Operating income  373,810   (1,513)  372,297   492,814   (1,270)  491,544 
Interest income  1,261      1,261   1,178      1,178 
Interest expense, net of amounts capitalized  (4,310)     (4,310)  (8,145)     (8,145)
Minority interests  (22,121)     (22,121)  (22,280)     (22,280)
Equity in pretax income of unconsolidated joint ventures  2,674      2,674   9,863      9,863 
                         
Construction pretax income  351,314   (1,513)  349,801   473,430   (1,270)  472,160 
                         
Financial services:                        
Revenues  9,261      9,261   4,467      4,467 
Expenses  (7,854)     (7,854)  (2,725)     (2,725)
Other           6,841      6,841 
Equity in pretax income of unconsolidated joint venture           230      230 
                         
Financial services pretax income  1,407      1,407   8,813      8,813 
                         
Total pretax income  352,721   (1,513)  351,208   482,243   (1,270)  480,973 
Income taxes  (125,200)  (3,300)  (128,500)  (171,600)  (5,000)  (176,600)
                         
Net income $227,521  $(4,813) $222,708  $310,643  $(6,270) $304,373 
                         
Basic earnings per share $2.75  $(0.06) $2.69  $3.75  $(0.08) $3.67 
                         
Diluted earnings per share $2.55  $(0.05) $2.50  $3.51  $(0.07) $3.44 
                         
Basic average shares outstanding  82,735      82,735   82,930      82,930 
                         
Diluted average shares outstanding  89,243      89,243   88,414      88,414 
                         

78


                         
  February 28, 2006  May 31, 2006 
  As
        As
       
  previously
     As
  previously
     As
 
  reported  Adjustments  restated  reported  Adjustments  restated 
 
Assets
Construction:                        
Cash and cash equivalents $71,224  $  $71,224  $9,680  $  $9,680 
Trade and other receivables  568,663      568,663   573,219      573,219 
Inventories  6,953,844      6,953,844   7,568,977      7,568,977 
Investments in unconsolidated joint ventures  348,350      348,350   386,312      386,312 
Deferred income taxes  211,940   2,277   214,217   201,278   2,277   203,555 
Goodwill  243,175   (7,818)  235,357   247,171   (7,818)  239,353 
Other assets  139,153      139,153   155,193      155,193 
                         
   8,536,349   (5,541)  8,530,808   9,141,830   (5,541)  9,136,289 
Financial services  37,699      37,699   46,746      46,746 
                         
Total assets $8,574,048  $(5,541) $8,568,507  $9,188,576  $(5,541) $9,183,035 
                         
 
Liabilities and Stockholders’ Equity
Construction:                        
Accounts payable $945,232  $  $945,232  $935,110  $  $935,110 
Accrued expenses and other liabilities  1,406,379   72,633   1,479,012   1,464,126   72,933   1,537,059 
Mortgages and notes payable  3,116,618      3,116,618   3,581,484      3,581,484 
                         
   5,468,229   72,633   5,540,862   5,980,720   72,933   6,053,653 
Financial services  51,905      51,905   54,080      54,080 
Minority interests  150,955      150,955   159,455      159,455 
Stockholders’ equity:                        
Common stock  114,209      114,209   114,502      114,502 
Paid-in capital  823,623   (28,168)  795,455   828,776   (27,341)  801,435 
Retained earnings  2,774,709   (50,006)  2,724,703   2,961,558   (51,133)  2,910,425 
Accumulated other comprehensive income  31,791      31,791   52,612      52,612 
Deferred compensation  (12,442)     (12,442)         
Grantor stock ownership trust, at cost  (135,197)     (135,197)  (134,887)     (134,887)
Treasury stock, at cost  (693,734)     (693,734)  (828,240)     (828,240)
                         
Total stockholders’ equity  2,902,959   (78,174)  2,824,785   2,994,321   (78,474)  2,915,847 
                         
Total liabilities and stockholders’ equity $8,574,048  $(5,541) $8,568,507  $9,188,576  $(5,541) $9,183,035 
                         


79


                         
  February 28, 2005  May 31, 2005 
  As
        As
       
  previously
     As
  previously
     As
 
  reported  Adjustments  restated  reported  Adjustments  restated 
 
Assets
Construction:                        
Cash and cash equivalents $112,989  $  $112,989  $76,279  $  $76,279 
Trade and other receivables  457,159      457,159   461,174      461,174 
Inventories  4,678,998      4,678,998   5,094,819      5,094,819 
Investments in unconsolidated joint ventures  188,874      188,874   204,702      204,702 
Deferred income taxes  213,015   1,812   214,827   216,720   1,812   218,532 
Goodwill  249,080   (4,415)  244,665   244,887   (5,315)  239,572 
Other assets  162,201      162,201   150,604      150,604 
                         
   6,062,316   (2,603)  6,059,713   6,449,185   (3,503)  6,445,682 
Financial services  197,251      197,251   118,534      118,534 
                         
Total assets $6,259,567  $(2,603) $6,256,964  $6,567,719  $(3,503) $6,564,216 
                         
 
Liabilities and Stockholders’ Equity
Construction:                        
Accounts payable $722,768  $  $722,768  $739,892  $  $739,892 
Accrued expenses and other liabilities  703,491   35,435   738,926   865,644   39,728   905,372 
Mortgages and notes payable  2,389,073      2,389,073   2,370,952      2,370,952 
                         
   3,815,332   35,435   3,850,767   3,976,488   39,728   4,016,216 
Financial services  122,745      122,745   90,258      90,258 
Minority interests  133,207      133,207   134,700      134,700 
Stockholders’ equity:                        
Common stock  112,757      112,757   112,961      112,961 
Paid-in capital  631,055   (5,055)  626,000   657,373   (5,435)  651,938 
Retained earnings  1,947,017   (32,983)  1,914,034   2,113,150   (37,796)  2,075,354 
Accumulated other comprehensive income  60,821      60,821   40,488      40,488 
Deferred compensation  (5,680)     (5,680)  (5,314)     (5,314)
Grantor stock ownership trust, at cost  (159,916)     (159,916)  (153,794)     (153,794)
Treasury stock, at cost  (397,771)     (397,771)  (398,591)     (398,591)
                         
Total stockholders’ equity  2,188,283   (38,038)  2,150,245   2,366,273   (43,231)  2,323,042 
                         
Total liabilities and stockholders’ equity $6,259,567  $(2,603) $6,256,964  $6,567,719  $(3,503) $6,564,216 
                         

80


             
  August 31, 2005 
  As
       
  previously
     As
 
  reported  Adjustments  restated 
 
Assets
Construction:            
Cash and cash equivalents $60,153  $  $60,153 
Trade and other receivables  492,870      492,870 
Inventories  5,743,820      5,743,820 
Investments in unconsolidated joint ventures  240,666      240,666 
Deferred income taxes  207,439   1,812   209,251 
Goodwill  245,030   (6,315)  238,715 
Other assets  147,368      147,368 
             
   7,137,346   (4,503)  7,132,843 
Financial services  100,854      100,854 
             
Total assets $7,238,200  $(4,503) $7,233,697 
             
 
Liabilities and Stockholders’ Equity
Construction:            
Accounts payable $788,480  $  $788,480 
Accrued expenses and other liabilities  946,977   64,868   1,011,845 
Mortgages and notes payable  2,701,430      2,701,430 
             
   4,436,887   64,868   4,501,755 
Financial services  60,403      60,403 
Minority interests  136,951      136,951 
Stockholders’ equity:            
Common stock  113,662      113,662 
Paid-in capital  671,655   (26,762)  644,893 
Retained earnings  2,325,020   (42,609)  2,282,411 
Accumulated other comprehensive income  40,232      40,232 
Deferred compensation  (4,947)     (4,947)
Grantor stock ownership trust, at cost  (143,072)     (143,072)
Treasury stock, at cost  (398,591)     (398,591)
             
Total stockholders’ equity  2,603,959   (69,371)  2,534,588 
             
Total liabilities and stockholders’ equity $7,238,200  $(4,503) $7,233,697 
             
Note 19.20.  Supplemental Guarantor Information
 
The Company’s obligations to pay principal, premium, if any, and interest under certain debt instruments 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 KB Home.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.


81

61


CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(In Thousands)
                       
  Year Ended November 30, 2005
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Revenues $  $6,560,610  $2,881,040  $  $9,441,650 
                
Construction:                    
 Revenues     6,560,610   2,849,672      9,410,282 
 Construction and land costs     (4,677,411)  (2,210,728)     (6,888,139)
 Selling, general and administrative expenses  (145,866)  (610,465)  (408,816)     (1,165,147)
                
  Operating income  (145,866)  1,272,734   230,128      1,356,996 
 Interest expense, net of amounts capitalized  179,743   (137,892)  (60,723)     (18,872)
 Minority interests  (35,027)  (23,775)  (19,025)     (77,827)
 Other income  1,322   16,325   6,879      24,526 
                
  Construction pretax income  172   1,127,392   157,259      1,284,823 
Financial services pretax income        11,198      11,198 
                
Total pretax income  172   1,127,392   168,457      1,296,021 
Income taxes  (100)  (394,600)  (58,900)     (453,600)
Equity in earnings of subsidiaries  842,349         (842,349)   
                
Net income $842,421  $732,792  $109,557  $(842,349) $842,421 
                
                       
  Year Ended November 30, 2004
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Revenues $  $4,657,384  $2,395,300  $  $7,052,684 
                
Construction:                    
 Revenues     4,657,384   2,350,883      7,008,267 
 Construction and land costs     (3,440,735)  (1,885,121)     (5,325,856)
 Selling, general and administrative expenses  (102,587)  (465,863)  (339,262)     (907,712)
                
  Operating income  (102,587)  750,786   126,500      774,699 
 Interest expense, net of amounts capitalized  153,947   (108,625)  (63,476)     (18,154)
 Minority interests  (21,678)  (35,016)  (12,355)     (69,049)
 Other income  2,906   7,682   10,930      21,518 
                
  Construction pretax income  32,588   614,827   61,599      709,014 
Financial services pretax income        8,688      8,688 
                
Total pretax income  32,588   614,827   70,287      717,702 
Income taxes  (10,800)  (202,900)  (23,100)     (236,800)
Equity in earnings of subsidiaries  459,114         (459,114)   
                
Net income $480,902  $411,927  $47,187  $(459,114) $480,902 
                
                     
  Year Ended November 30, 2006 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Revenues $  $7,386,128  $3,617,664  $  $11,003,792 
                     
Construction:                    
Revenues     7,386,128   3,597,424      10,983,552 
Construction and land costs     (5,875,431)  (2,978,072)     (8,853,503)
Selling, general and administrative expenses  (156,099)  (713,239)  (504,994)     (1,374,332)
                     
Operating income (loss)  (156,099)  797,458   114,358      755,717 
Interest expense, net of amounts capitalized  201,841   (138,280)  (82,284)     (18,723)
Minority interests  (50,811)  (280)  (17,209)     (68,300)
Other, net  28,909   (21,787)  (11,301)     (4,179)
                     
Construction pretax income  23,840   637,111   3,564      664,515 
Financial services pretax income        33,536      33,536 
                     
Total pretax income  23,840   637,111   37,100      698,051 
Income taxes  (6,900)  (184,100)  (24,700)     (215,700)
Equity in earnings of subsidiaries  465,411         (465,411)   
                     
Net income $482,351  $453,011  $12,400  $(465,411) $482,351 
                     
           
                     
                     
  Year Ended November 30, 2005 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
  (as restated)           (as restated) 
 
Revenues $  $6,560,610  $2,881,040  $  $9,441,650 
                     
Construction:                    
Revenues     6,560,610   2,849,672      9,410,282 
Construction and land costs     (4,677,411)  (2,210,728)     (6,888,139)
Selling, general and administrative expenses  (151,675)  (610,465)  (408,816)     (1,170,956)
                     
Operating income (loss)  (151,675)  1,272,734   230,128      1,351,187 
Interest expense, net of amounts capitalized  179,743   (137,892)  (60,723)     (18,872)
Minority interests  (35,027)  (23,775)  (19,025)     (77,827)
Other, net  1,322   16,325   6,879      24,526 
                     
Construction pretax income (loss)  (5,637)  1,127,392   157,259      1,279,014 
Financial services pretax income        11,198      11,198 
                     
Total pretax income (loss)  (5,637)  1,127,392   168,457      1,290,212 
Income taxes  (13,000)  (394,600)  (58,900)     (466,500)
Equity in earnings of subsidiaries  842,349         (842,349)   
                     
Net income $823,712  $732,792  $109,557  $(842,349) $823,712 
                     


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  Year Ended November 30, 2003
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Revenues $  $4,023,339  $1,827,215  $  $5,850,554 
                
Construction:                    
 Revenues     4,023,339   1,752,090      5,775,429 
 Construction and land costs     (3,067,398)  (1,411,621)     (4,479,019)
 Selling, general and administrative expenses  (81,751)  (417,812)  (233,948)     (733,511)
                
  Operating income  (81,751)  538,129   106,521      562,899 
 Interest expense, net of amounts capitalized  95,451   (75,422)  (43,809)     (23,780)
 Minority interests  (16,878)  (4,258)  (5,753)     (26,889)
 Other income  600   1,202   3,655      5,457 
                
  Construction pretax income (loss)  (2,578)  459,651   60,614      517,687 
Financial services pretax income        35,777      35,777 
                
Total pretax income (loss)  (2,578)  459,651   96,391      553,464 
Income taxes  800   (151,700)  (31,800)     (182,700)
Equity in earnings of subsidiaries  372,542         (372,542)   
                
Net income $370,764  $307,951  $64,591  $(372,542) $370,764 
                
                     
  Year Ended November 30, 2004 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
  (as restated)           (as restated) 
 
Revenues $  $4,657,384  $2,395,300  $  $7,052,684 
                     
Construction:                    
Revenues     4,657,384   2,350,883      7,008,267 
Construction and land costs     (3,440,735)  (1,885,121)     (5,325,856)
Selling, general and administrative expenses  (104,953)  (465,863)  (339,262)     (910,078)
                     
Operating income (loss)  (104,953)  750,786   126,500      772,333 
Interest expense, net of amounts capitalized  153,947   (108,625)  (63,476)     (18,154)
Minority interests  (21,678)  (35,016)  (12,355)     (69,049)
Other, net  2,906   7,682   10,930      21,518 
                     
Construction pretax income  30,222   614,827   61,599      706,648 
Financial services pretax income        8,688      8,688 
                     
Total pretax income  30,222   614,827   70,287      715,336 
Income taxes  (15,300)  (202,900)  (23,100)     (241,300)
Equity in earnings of subsidiaries  459,114         (459,114)   
                     
Net income $474,036  $411,927  $47,187  $(459,114) $474,036 
                     

83

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CONDENSED CONSOLIDATING BALANCE SHEETS
(In Thousands)
                      
  November 30, 2005
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Assets                    
Construction:                    
 Cash and cash equivalents $52,851  $1,288  $90,644  $  $144,783 
 Trade and other receivables  6,770   182,689   391,472      580,931 
 Inventories     4,604,709   1,523,633      6,128,342 
 Other assets  425,820   220,287   216,824      862,931 
                
   485,441   5,008,973   2,222,573      7,716,987 
Financial services        29,933      29,933 
Investment in subsidiaries  245,827         (245,827)   
                
Total assets $731,268  $5,008,973  $2,252,506  $(245,827) $7,746,920 
                
Liabilities and Stockholders’ Equity                    
Construction:                    
 Accounts payable, accrued expenses and other liabilities $203,015  $1,208,277  $820,061  $  $2,231,353 
 Mortgages and notes payable  2,175,535   36,400   251,879      2,463,814 
                
   2,378,550   1,244,677   1,071,940      4,695,167 
Financial services        55,131      55,131 
Minority interests  119,693   424   24,834      144,951 
Intercompany  (4,618,646)  3,763,872   854,774       
Stockholders’ equity  2,851,671      245,827   (245,827)  2,851,671 
                
Total liabilities and stockholders’ equity $731,268  $5,008,973  $2,252,506  $(245,827) $7,746,920 
                
                     
  November 30, 2006 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Assets                    
Construction:                    
Cash and cash equivalents $438,628  $46,233  $154,350  $  $639,211 
Trade and other receivables  5,306   192,815   461,391      659,512 
Inventories     4,589,308   1,865,455      6,454,763 
Other assets  634,704   237,248   345,002      1,216,954 
                     
   1,078,638   5,065,604   2,826,198      8,970,440 
Financial services        44,024      44,024 
Investment in subsidiaries  400,691         (400,691)   
                     
Total assets $1,479,329  $5,065,604  $2,870,222  $(400,691) $9,014,464 
                     
           
Liabilities and Stockholders’ Equity                    
Construction:                    
Accounts payable, accrued expenses and other liabilities $323,505  $1,341,283  $1,086,491  $  $2,751,279 
Mortgages and notes payable  2,791,213   102,567   232,023      3,125,803 
                     
   3,114,718   1,443,850   1,318,514      5,877,082 
Financial services        26,276      26,276 
Minority interests  156,667   4,463   27,228      188,358 
Intercompany  (4,714,804)  3,617,291   1,097,513       
Stockholders’ equity  2,922,748      400,691   (400,691)  2,922,748 
                     
Total liabilities and stockholders’ equity $1,479,329  $5,065,604  $2,870,222  $(400,691) $9,014,464 
                     


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  November 30, 2004
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Assets                    
Construction:                    
 Cash and cash equivalents $94,644  $(15,102) $111,118  $  $190,660 
 Trade and other receivables  12,950   84,831   416,193      513,974 
 Inventories     2,901,570   1,241,684      4,143,254 
 Other assets  521,683   140,999   114,926      777,608 
                
   629,277   3,112,298   1,883,921      5,625,496 
Financial services        210,460      210,460 
Investment in subsidiaries  350,137         (350,137)   
                
Total assets $979,414  $3,112,298  $2,094,381  $(350,137) $5,835,956 
                
 
Liabilities and Stockholders’ Equity                    
Construction:                    
 Accounts payable, accrued expenses and other liabilities $210,239  $649,067  $700,657  $  $1,559,963 
 Mortgages and notes payable  1,733,689   38,269   203,642      1,975,600 
                
   1,943,928   687,336   904,299      3,535,563 
Financial services        117,672      117,672 
Minority interests  84,820   22,949   19,271      127,040 
Intercompany  (3,105,015)  2,402,013   703,002       
Stockholders’ equity  2,055,681      350,137   (350,137)  2,055,681 
                
Total liabilities and stockholders’ equity $979,414  $3,112,298  $2,094,381  $(350,137) $5,835,956 
                
                     
  November 30, 2005 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
  (as restated)           (as restated) 
 
Assets                    
Construction:                    
Cash and cash equivalents $52,851  $1,288  $90,644  $  $144,783 
Trade and other receivables  6,770   182,689   391,472      580,931 
Inventories     4,604,709   1,523,633      6,128,342 
Other assets  420,279   220,287   216,824      857,390 
                     
   479,900   5,008,973   2,222,573      7,711,446 
Financial services        29,933      29,933 
Investment in subsidiaries  245,827         (245,827)   
                     
Total assets $725,727  $5,008,973  $2,252,506  $(245,827) $7,741,379 
                     
Liabilities and Stockholders’ Equity                    
Construction:                    
Accounts payable, accrued expenses and other liabilities $275,348  $1,208,277  $820,061  $  $2,303,686 
Mortgages and notes payable  2,175,535   36,400   251,879      2,463,814 
                     
   2,450,883   1,244,677   1,071,940      4,767,500 
Financial services        55,131      55,131 
Minority interests  119,693   424   24,834      144,951 
Intercompany  (4,618,646)  3,763,872   854,774       
Stockholders’ equity  2,773,797      245,827   (245,827)  2,773,797 
                     
Total liabilities and stockholders’ equity $725,727  $5,008,973  $2,252,506  $(245,827) $7,741,379 
                     

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In Thousands)
                      
  Year Ended November 30, 2005
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Cash flows from operating activities:                    
 Net income $842,421  $732,792  $109,557  $(842,349) $842,421 
 Adjustments to reconcile net income to net cash provided (used) by operating activities  323,000   (1,050,416)  (167,920)     (895,336)
                
Net cash provided (used) by operating activities  1,165,421   (317,624)  (58,363)  (842,349)  (52,915)
                
Cash flows from investing activities:                    
 Proceeds from sale of mortgage banking assets.         42,396      42,396 
 Other, net  (8,439)  (83,107)  (48,824)     (140,370)
                
Net cash used by investing activities  (8,439)  (83,107)  (6,428)     (97,974)
                
Cash flows from financing activities:                    
 Net payments on credit agreements and other short-term borrowings  (306,900)     (58,358)     (365,258)
 Proceeds from issuance of notes  747,591            747,591 
 Repurchases of common stock  (134,713)           (134,713)
 Other, net  (69,514)  (83,812)  (23,611)     (176,937)
 Intercompany  (1,435,239)  497,331   95,559   842,349    
                
Net cash provided (used) by financing activities  (1,198,775)  413,519   13,590   842,349   70,683 
                
Net decrease in cash and cash equivalents  (41,793)  12,788   (51,201)     (80,206)
Cash and cash equivalents at beginning of year  94,644   (15,102)  154,654      234,196 
                
Cash and cash equivalents at end of year $52,851  $(2,314) $103,453  $  $153,990 
                
                     
  Year Ended November 30, 2006 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net income $482,351  $453,011  $12,400  $(465,411) $482,351 
Inventory impairments and land option cost write-offs     280,437   150,802      431,239 
Adjustments to reconcile net income to net cash provided (used) by operating activities  (67,249)  20,272   (150,881)     (197,858)
                     
Net cash provided (used) by operating activities  415,102   753,720   12,321   (465,411)  715,732 
                     
Cash flows from investing activities:                    
Proceeds from sale of investment in unconsolidated joint venture  57,767            57,767 
Investments in unconsolidated joint ventures  25,130   (126,300)  (136,616)     (237,786)
Other, net  (3,146)  (8,674)  (9,523)     (21,343)
                     
Net cash provided (used) by investing activities  79,751   (134,974)  (146,139)     (201,362)
                     
Cash flows from financing activities:                    
Net payments on credit agreements and
other short-term borrowings
  (84,100)     (9,221)     (93,321)
Proceeds from issuance of notes  698,458            698,458 
Repurchases of common stock  (394,080)           (394,080)
Other, net  (73,986)  (29,311)  (121,492)     (224,789)
Intercompany  (255,369)  (544,490)  334,448   465,411    
                     
Net cash provided (used) by financing activities  (109,077)  (573,801)  203,735   465,411   (13,732)
                     
Net increase in cash and cash equivalents  385,776   44,945   69,917      500,638 
Cash and cash equivalents at beginning of year  52,851   1,288   99,851      153,990 
                     
Cash and cash equivalents at end of year $438,627  $46,233  $169,768  $  $654,628 
                     


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  Year Ended November 30, 2004
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Cash flows from operating activities:                    
 Net income $480,902  $411,927  $47,187  $(459,114) $480,902 
 Adjustments to reconcile net income to net cash provided (used) by operating activities  25,602   (539,282)  (46,144)     (559,824)
                
Net cash provided (used) by operating activities  506,504   (127,355)  1,043   (459,114)  (78,922)
                
Cash flows from investing activities:                    
 Acquisitions, net of cash acquired        (121,546)     (121,546)
 Other, net  (3,933)  (122,186)  (20,111)     (146,230)
                
Net cash used by investing activities  (3,933)  (122,186)  (141,657)     (267,776)
                
Cash flows from financing activities:                    
 Net proceeds from (payments on) credit agreements and other short-term borrowings  283,900      (105,013)     178,887 
 Proceeds from issuance of notes  596,169            596,169 
 Redemption of notes  (175,000)           (175,000)
 Repurchases of common stock  (66,125)           (66,125)
 Other, net  (2,526)  (35,395)  (53,235)     (91,156)
 Intercompany  (1,072,731)  318,895   294,722   459,114    
                
Net cash provided (used) by financing activities  (436,313)  283,500   136,474   459,114   442,775 
                
Net increase (decrease) in cash and cash equivalents  66,258   33,959   (4,140)     96,077 
Cash and cash equivalents at beginning of year  28,386   (49,061)  158,794      138,119 
                
Cash and cash equivalents at end of year $94,644  $(15,102) $154,654  $  $234,196 
                
                     
  Year Ended November 30, 2005 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
  (as restated)           (as restated) 
 
Cash flows from operating activities:                    
Net income $823,712  $732,792  $109,557  $(842,349) $823,712 
Adjustments to reconcile net income to net cash provided (used) by operating activities  341,709   (1,050,416)  (167,920)     (876,627)
                     
Net cash provided (used) by operating activities  1,165,421   (317,624)  (58,363)  (842,349)  (52,915)
                     
Cash flows from investing activities:                    
Investments in unconsolidated joint ventures   (6,937)  (15,853)  (94,843)     (117,633)
Proceeds from sale of mortgage banking assets        42,396      42,396 
Other, net  (1,502)  (67,254)  46,019      (22,737)
                     
Net cash used by investing activities  (8,439)  (83,107)  (6,428)     (97,974)
                     
Cash flows from financing activities:                    
Net payments on credit agreements and othershort-term borrowings
  (306,900)     (58,358)     (365,258)
Proceeds from issuance of notes  747,591            747,591 
Repurchases of common stock  (134,713)           (134,713)
Other, net  (69,514)  (83,812)  (23,611)     (176,937)
Intercompany  (1,435,239)  497,331   95,559   842,349    
                     
Net cash provided (used) by financing activities  (1,198,775)  413,519   13,590   842,349   70,683 
                     
Net increase (decrease) in cash and cash equivalents  (41,793)  12,788   (51,201)     (80,206)
Cash and cash equivalents at beginning of year  94,644   (11,500)  151,052      234,196 
                     
Cash and cash equivalents at end of year $52,851  $1,288  $99,851  $  $153,990 
                     


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  Year Ended November 30, 2003
   
  KB Home Guarantor Non-Guarantor Consolidating  
  Corporate Subsidiaries Subsidiaries Adjustments Total
           
Cash flows from operating activities:                    
 Net income $370,764  $307,951  $64,591  $(372,542) $370,764 
 Adjustments to reconcile net income to net cash provided (used) by operating activities  4,326   (312,970)  407,335      98,691 
                
Net cash provided (used) by operating activities  375,090   (5,019)  471,926   (372,542)  469,455 
                
Cash flows from investing activities:                    
 Acquisitions, net of cash acquired        (105,622)     (105,622)
 Other, net  (1,768)  (12,114)  4,425      (9,457)
                
Net cash used by investing activities  (1,768)  (12,114)  (101,197)     (115,079)
                
Cash flows from financing activities:                    
 Net payments on credit agreements and
other short-term borrowings
  (75,850)     (440,427)     (516,277)
 Proceeds from issuance of notes  295,332            295,332 
 Redemption of notes  (129,016)           (129,016)
 Repurchases of common stock  (108,332)           (108,332)
 Other, net  11,830   (14,594)  (85,185)     (87,949)
 Intercompany  (608,109)  48,632   186,935   372,542    
                
Net cash provided (used) by financing activities  (614,145)  34,038   (338,677)  372,542   (546,242)
                
Net increase (decrease) in cash and cash equivalents  (240,823)  16,905   32,052      (191,866)
Cash and cash equivalents at beginning of year  269,209   (65,966)  126,742      329,985 
                
Cash and cash equivalents at end of year $28,386  $(49,061) $158,794  $  $138,119 
                
                     
  Year Ended November 30, 2004 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
  (as restated)           (as restated) 
 
Cash flows from operating activities:                    
Net income $474,036  $411,927  $47,187  $(459,114) $474,036 
Adjustments to reconcile net income to net cash provided (used) by operating activities  32,468   (539,282)  (46,144)     (552,958)
                     
Net cash provided (used) by operating activities  506,504   (127,355)  1,043   (459,114)  (78,922)
                     
Cash flows from investing activities:                    
Acquisitions, net of cash acquired        (121,546)     (121,546)
Investments in unconsolidated joint ventures  (2,510)  (112,952)  (13,272)     (128,734)
Other, net  (1,423)  (9,234)  (6,839)     (17,496)
                     
Net cash used by investing activities  (3,933)  (122,186)  (141,657)     (267,776)
                     
Cash flows from financing activities:                    
Net proceeds from (payments on) credit agreements and other short-term borrowings  283,900      (105,013)     178,887 
Proceeds from issuance of notes  596,169            596,169 
Redemption of notes  (175,000)           (175,000)
Repurchases of common stock  (66,125)           (66,125)
Other, net  (2,526)  (35,395)  (53,235)     (91,156)
Intercompany  (1,072,731)  318,895   294,722   459,114    
                     
Net cash provided (used) by financing activities  (436,313)  283,500   136,474   459,114   442,775 
                     
Net increase (decrease) in cash and cash equivalents  66,258   33,959   (4,140)     96,077 
Cash and cash equivalents at beginning of year  28,386   (49,061)  158,794      138,119 
                     
Cash and cash equivalents at end of year $94,644  $(15,102) $154,654  $  $234,196 
                     
Note 20.Subsequent Events
      On December 8, 2005, the Company’s board of directors increased the annual cash dividend on the Company’s common stock to $1.00 per share from $.75 per share. The first quarterly dividend at the increased rate of $.25 per share will be paid on February 23, 2006 to stockholders of record on February 9, 2006.

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      The Company’s board of directors also authorized a new share repurchase program on December 8, 2005 under which the Company may repurchase up to 10 million shares of its common stock. Acquisitions under the share repurchase program may be made in open market or private transactions and will be made strategically from time to time at management’s discretion based on its assessment of market conditions and buying opportunities. As of January 31, 2006, the Company had repurchased two million shares of its common stock under the new share repurchase program at an aggregate price of $154.4 million.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To theThe Board of Directors and Stockholders of KB Home:
 
We have audited the accompanying consolidated balance sheets of KB Home as of November 30, 2006 and 2005 and 2004,(restated), and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended November 30, 2005.2006 (restated). 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, 2006 and 2005 and 2004,(restated), and the consolidated results of theirits operations and theirits cash flows for each of the three years in the period ended November 30, 2005,2006 (restated), in conformity with U.S. generally accepted accounting principles.
 
As discussed in Note 1 to the consolidated financial statements, in 2006 the Company changed its method of accounting for stock-based compensation.
As discussed in Notes 2 and 18, the Company has restated previously issued financial statements as of November 30, 2005 and for each of the two years in the period ended November 30, 2005.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of KB Home’s internal control over financial reporting as of November 30, 2005,2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 9, 20062007 expressed an unqualified opinion thereon.
Los Angeles, California
February 9, 20062007


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69


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To theThe Board of Directors and Stockholders of KB Home:
 
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that KB Home maintained effective internal control over financial reporting as of November 30, 2005,2006, 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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, 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 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, management’s assessment that KB Home maintained effective internal control over financial reporting as of November 30, 2005,2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, KB Home maintained, in all material respects, effective internal control over financial reporting as of November 30, 2005,2006, 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, 2006 and 2005 and 2004,(restated), and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended November 30, 2005 of KB Home2006 (restated) and our report dated February 9, 20062007 expressed an unqualified opinion thereon.
Los Angeles, California
February 9, 20062007


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Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
Item 9A.  CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
 
We have established disclosure controls and procedures to ensure that information that we are required to be disclosed by KB Home, including its consolidated entities,disclose in the reports that it fileswe file or submitssubmit under the Securities and Exchange Act of 1934 as amended (the “Act”) is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’sSEC’s rules and forms, and to ensure that information required to be disclosed in the reports it files or submits under the Act is accumulated and communicated to management, including the Chairman and Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial 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 PrincipalChief Executive Officer and our PrincipalChief Financial Officer, we evaluated our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Act.of November 30, 2006. Based on this evaluation, our PrincipalChief Executive Officer and our PrincipalChief Financial Officer concluded that our disclosure controls and procedures were effective as of November 30, 2005.2006.
Management’s 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 Rule 13a-15(f).of 1934. Under the supervision and with the participation of oursenior management, including our PrincipalChief Executive Officer and PrincipalChief 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 ourthe evaluation under that framework and applicable Securities and Exchange CommissionSEC rules, our management concluded that our internal control over financial reporting was effective as of November 30, 2005. Our management’s2006. This assessment of the effectiveness of our internal control over financial reporting as of November 30, 20052006 has been audited by Ernst & Young LLP, anour independent registered public accounting firm, as stated in their report which is included herein.
Assessment of Prior Period Controls
At the time that our Annual Report onForm 10-K for the year ended November 30, 2005 was filed, our management concluded that we maintained effective internal control over financial reporting as of November 30, 2005. At the time that our Annual Report onForm 10-K for the year ended November 30, 2004 was filed, our management similarly concluded that we maintained effective internal control over financial reporting as of November 30, 2004.
As disclosed in the Explanatory Note on page 1 of thisForm 10-K, the Subcommittee has concluded that we used incorrect measurement dates for financial reporting purposes for the eight annual stock option grants made to our employees since 1998. The Subcommittee discovered evidence confirming or, in some years, suggesting that hindsight was used to secure favorable exercise prices for seven of these eight annual grants. Based on the findings of the Subcommittee, certain of our consolidated financial statements in thisForm 10-K have been restated to reflect additional stock-based compensation expense and related income tax effects relating to annual stock option awards granted since 1998.
As part of the restatement process, our current management reconsidered the effectiveness of our internal control over financial reporting as of November 30, 2005 and November 30, 2004, and now has concluded that there was a material weakness in our internal control over financial reporting as of those dates involving our annual stock option grant practices, as further described below. A material weakness is a control deficiency, or combination of deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
The process in which our former Chief Executive Officer and former head of human resources selected stock option grant dates, including their own, without oversight was not an effective internal control over financial reporting. We did not have sufficient safeguards in place to monitor how our former Chief Executive Officer and former head of human resources were selecting grant dates and, therefore, our controls were not sufficient to prevent the use of hindsight pricing


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or ensure that proper measurement dates were chosen for the grants. In part because of these failures, we have determined that the aggregate understatement of stock-based compensation expense for the seven-year restatement period from 1999 through 2005 is $36.3 million. The aggregate increase to our tax provision for the seven-year restatement period is $4.8 million, which represents the cumulative income tax impact related to IRC Section 162(m), partially offset by the income tax impact of the additional stock-based compensation expense. We also determined that the related tax effects on our consolidated balance sheet included an increase of $72.3 million in accrued expenses and other liabilities, and a decrease of $77.8 million in stockholders’ equity.
Changes in Internal Control Over Financial Reporting
In light of the issues described above, we did not make an annual grant of stock options to our employees during 2006. On a going forward basis, we have instituted a number of improvements in the controls related to our stock option grant practices. We have adopted a detailed internal policy that specifies procedures for approving all stock option and other equity based awards, including the determination of grant dates, exercise prices, exercise periods and any exceptions or amendments. The internal policy also sets forth procedures for the timely and accurate processing and recording of all grants, and the proper communication and administration of all awards. We have also developed a process to test the effectiveness of these procedures. In addition, we have implemented regular meetings of appropriate staff and management from our legal, accounting, finance, tax and human resources departments to review, among other things, any recent stock option grants and the results of our control testing.
Item 9B.  OTHER INFORMATION
 
None.

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PART III
 
Portions of the definitive Proxy Statement for the 20052007 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, are incorporated by reference in this Annual Report onForm 10-K pursuant to General Instruction G(3) ofForm 10-K and provides the information required under Part III (Items 10, 11, 12, 13 and 14) except for the information regarding our executive officers, which is included in Part I on page 1921 herein, and the information set forth below.
Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Ethics Policy
 
Ethics Policy
We have adopted an Ethics Policy for our directors, officers (including our principal executive officer and principal financial officer) and employees. The Ethics Policy is available on our website at http://www.kbhome.com/investor/main.investor. 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 any amendment to our Ethics Policy and any waiver applicable to our principal executive officer, principal financial officer or principal accounting officer, or controller, or persons performing similar functions, and our executive officers or directors.


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Corporate Governance Principles
 
We have adopted Corporate Governance Principles, which are available on our website at http://www.kbhome.com/investor/main.investor. Stockholders may request a free copy of the Corporate Governance Principles from the address, phone number and email address set forth under “Ethics Policy.”
New York Stock Exchange Annual Certification
 We have
On April 28, 2006, we submitted to the New York Stock Exchange a certification of our then Chairman and Chief Executive Officer that he was not aware of any violation by KB Home of the New York Stock Exchange’s corporate governance listing standards as of the date of the certification.

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Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table provides information as of November 30, 20052006 with respect to shares of our common stock that may be issued under our existing compensation plans:
              
Equity Compensation Plan Information
 
  Number of common
  shares remaining
  Number of   available for future
  common shares to   issuance under equity
  be issued upon Weighted-average compensation plans
  exercise of exercise price of (excluding common
  outstanding options, outstanding options, shares reflected in
  warrants and rights warrants and rights column(a))
Plan category (a) (b) (c)
       
Equity compensation plans approved by stockholders  6,532,968  $27.62   1,170,516 
Equity compensation plans not approved by stockholders(1)  2,643,285   29.48   3,223,508 
          
 Total  9,176,253  $28.16   4,394,024 
          
 
             
Equity Compensation Plan Information 
        Number of
 
  Number of
     common shares
 
  common shares
     remaining available
 
  to be
     for future issuance
 
  issued upon
     under equity
 
  exercise of
  Weighted-average exercise
  compensation plans
 
  outstanding options,
  price of outstanding
  (excluding common shares
 
  warrants and
  options, warrants
  reflected in
 
  rights
  and rights
  column(a))
 
Plan category
 (a)  (b)  (c) 
Equity compensation plans approved by stockholders  7,982,877  $28.45   3,906,459 
Equity compensation plans not approved by stockholders (d)  371,399   34.23   566,061 
             
Total  8,354,276  $28.71   4,472,520 
             
(1)(d) Represents the 1999 Plan and the Non-Employee Directors Stock Plan.
1999 Plan
      In 1999, our board of directors approved the adoption of the 1999 Plan to provide incentives to our key employees. All our domestic employees, other than executive officers, are eligible to receive awards under the 1999 Plan. Awards under this plan are generally not restricted to any specific form or structure and may include, among other things, stock options, restricted stock, stock units, cash or stock bonuses and limited stock appreciation rights. The terms of the 1999 Plan are identical to the terms of our shareholder approved 2001 Plan in all material respects, except that our executive officers may not participate in the 1999 Plan.
      Awards may be conditioned on continued employment, have various vesting schedules and accelerated vesting and exercisability provisions in the event of, among other things, a “change in ownership” (as defined in the 1999 Plan). The 1999 Plan is administered by the Management Development and Compensation Committee of our board of directors.
      Originally, 2,000,000 shares of common stock were reserved and authorized for issuance under the 1999 Plan. An additional 2,000,000 shares (for an aggregate of 4,000,000 shares) were subsequently authorized for issuance under the 1999 Plan. Shares subject to a grant or award under the 1999 Plan which are not issued or delivered by reason of the failure to vest of a restricted stock award or the expiration, termination, cancellation or forfeiture of all or a portion of the exercise price or to satisfy tax withholding obligations upon the exercise of an option are again available for future grants and awards. As of November 30, 2005, 2,588,878 shares remained available for grant under the 1999 Plan. Options granted under the 1999 Plan have a purchase price equal to the fair market value of a share of common stock at the time of grant. All currently outstanding options vest, subject to continued employment, in three equal installments over a period of three years from the date of grant (subject to early vesting on a change in ownership, retirement and in certain other limited circumstances), and typically expire 15 years after the date of grant. Restricted shares granted under the 1999 Plan generally do not vest for a period of three years from the date of grant, subject to continued employment. No awards other than options and restricted stock have been made under the 1999 Plan.
Non-Employee Directors Stock Plan
 
The Non-Employee Directors Stock Plan provides for grants of deferred common stock units or stock options to our non-employee directors. The terms of stock units and options granted under the Non-Employee Directors Stock Plan are described in our Proxy Statement for the 20062007 Annual Meeting of Stockholders, which is incorporated herein. Although we will purchase shares of common stock on the open market to satisfy the payment of stock awards under the Non-Employee Directors Stock Plan, to date, all stock awards under the Non-Employee Directors Stock Plan have been settled in cash. As of November 30, 2005, 634,630 shares remained available for grant under the Non-Employee Directors Stock Plan. In December 2005, all current non-employee directors elected to receive payouts of allthen outstanding stock awards granted to them under the Non-Employee Director Stock Plan in cash.


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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
     Financial Statements
 
Reference is made to the index set forth on page 3743 of this Annual Report onForm 10-K.
    Exhibits
   
Exhibit
No. 
Description
No.Description
 
 3.1 Amended Certificate of Incorporation, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.
 3.2 Amendment to Certificate of Incorporation, filed as an exhibit to the Company’s Registration StatementNo. 33-30140 onForm S-1, is incorporated by reference herein.
 3.3 Certificate of Designation of Series A Participating Cumulative Preferred Stock, filed as an exhibit to the Company’s Registration StatementNo. 33-30140 onForm S-1, is incorporated by reference herein.
 3.4 Certificate of Designation of Series B Mandatory Conversion Premium Dividend Preferred Stock, filed as an exhibit to the Company’s Registration Statement No. 33-59516 onForm S-3, is incorporated by reference herein.
 3.5 Amended Certificate of Designation of Series B Mandatory Conversion Premium Dividend Preferred Stock, filed as an exhibit to the Company’s Registration StatementNo. 33-59516 on Form S-3, is incorporated by reference herein.
 3.6 Amended Certificate of Designation of Series A Participating Cumulative Preferred Stock, filed as an exhibit to the Company’s Registration Statement No. 001-09195 on Form 8-A12B, is incorporated by reference herein.
 3.7 Certificate of Ownership and Merger effective January 17, 2001 merging KB Home, Inc. into Kaufman and Broad Home Corporation, through which the name of the Company was changed to KB Home, filed as an exhibit to the Company’s 2000 Annual Report onForm 10-K, is incorporated by reference herein.
 3.8 Amendment to Company’s Amended Certificate of Incorporation, 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.
 3.9By-Laws, as amended and restated on January 17, 2001, to reflect the change in the Company’s name, filed as an exhibit to the Company’s 2000 Annual Report onForm 10-K, is incorporated by reference herein.
 4.1Indenture relating to 73/4% Senior Notes due 2004 between the Company and SunTrust Bank, Atlanta, dated October 14, 1997, filed as an exhibit to the Company’s Current Report on Form 8-K dated October 14, 1997, is incorporated by reference herein.
 4.2Specimen of 73/4% Senior Notes due 2004, filed as an exhibit to the Company’s Current Report on Form 8-K dated October 14, 1997, is incorporated by reference herein.
 4.3 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.
  4.44.2 Indenture relating to 91/2% Senior Subordinated Notes due 2011, 85/8% Senior Subordinated Notes due 2008, and 73/4% Senior Subordinated Notes due 2010 between the Company and Sun Trust Bank, Atlanta, dated November 19, 1996 filed as an exhibit to the Company’s Current Report on Form 8-K dated November 19, 1996, is incorporated by reference herein.
  4.54.3 Specimen of 91/2% Senior Subordinated Notes due 2011, filed as an exhibit to the Company’s Current Report on Form 8-K dated February 2, 2001, is incorporated by reference herein.
  4.64.4 Form of officer’s certificate establishing the terms of the 91/2% Senior Subordinated Notes due 2011, filed as an exhibit to the Company’s Current Report on Form 8-K dated February 2, 2001, is incorporated by reference herein.
  4.74.5 Specimen of 85/8% Senior Subordinated Notes due 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated December 13, 2001, is incorporated by reference herein.
  4.84.6 Form of officer’s certificate establishing the terms of the 85/8% Senior Subordinated Notes due 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated December 13, 2001, is incorporated by reference herein.

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 4.7 
Exhibit
No.Description
4.9Specimen of 73/4% Senior Subordinated Notes due 2010, filed as an exhibit to the Company’s Current Report on Form 8-K dated January 27, 2003, is incorporated by reference herein.


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 4.10  
Exhibit No.
Description
4.8Form of officer’s certificate establishing the terms of the 73/4% Senior Subordinated Notes due 2010, filed as an exhibit to the Company’s Current Report on Form 8-K dated January 27, 2003, is incorporated by reference herein.
4.114.9 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.
4.124.10 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.
4.134.11 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.
4.144.12 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.
4.154.13 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.
4.164.14 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.
4.174.15 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.
4.184.16 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.
4.194.17 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.
10.14.18 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.
4.19Form 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.
4.20Second Supplemental Indenture relating to the Company’s Senior Subordinated Notes by and between the Company, the Guarantors 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.
4.21Third 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.
4.22Fourth 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.
10.1 KB Home 1986 Stock Option Plan, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.
10.2 KB Home 1988 Employee Stock Plan, filed as an exhibit to the definitive Joint Proxy Statement for the Company’s 1989 Special Meeting of Shareholders, is incorporated by reference herein.
10.3 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.
10.4 SunAmerica Inc. Executive Deferred Compensation Plan, approved September 25, 1985, filed as an exhibit to SunAmerica Inc.’s 1985 Annual Report onForm 10-K, is incorporated by reference herein.


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Exhibit No.
Description
 
10.5 Directors’ Deferred Compensation Plan established effective July 27, 1989, filed as an exhibit to the Company’s 1989 Annual Report onForm 10-K, is incorporated by reference herein.
10.6 Settlement with Federal Trade Commission of June 27, 1991, filed as an exhibit to the Company’s Current Report onForm 8-K, dated June 28, 1991, is incorporated by reference herein.
10.7 Amendments to the KB Home 1988 Employee Stock Plan dated January 27, 1994, filed as an exhibit to the Company’s 1994 Annual Report onForm 10-K, are incorporated by reference herein.
10.8 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.
10.9 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.

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Exhibit
No.Description
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 Kaufman and Broad France Incentive Plan, filed as an exhibit to the Company’s 1997 Annual Report on Form 10-K, is incorporated by reference herein.
10.12 KB Home 1998 Stock Incentive Plan, filed as an exhibit to the Company’s 1998 Annual Report on Form 10-K, is incorporated by reference herein.
10.13 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.
10.14 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.
10.15 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.
10.16 KB Home Nonqualified Deferred Compensation Plan, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.
10.17 KB Home 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.
10.18 KB Home Change in Control Severance Plan, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.
10.19 KB Home Death Benefit Only Plan, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.
10.20 KB Home Retirement Plan, filed as an exhibit to the Company’s 2002 Annual Report on Form10-K, is incorporated by reference herein.
10.21 Amended and Restated KB Home 1999 Incentive Plan, as amended July 11, 2002, filed as an exhibit to the Company’s 2002 Annual Report on Form 10-K, is incorporated by reference herein.amended.
10.22 KB Home Non-Employee Directors Stock Plan, as amended and restated as of July 10, 2003, filed as an exhibit to the Company’s 2003 Annual Report on Form 10-K, is incorporated by reference herein.
10.23 Revolving Loan Agreement, dated as of November 22, 2005, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 22, 2005, is incorporated by reference herein.
10.24Term Loan Agreement, dated as of April 12, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 19, 2006, is incorporated by reference herein.
10.25Form 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.
10.26Form 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.


96


Exhibit No.
Description
 
2110.27 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.
10.28First 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., filed as an exhibit to the Company’s Current Report onForm 8-K dated October 19, 2006, is incorporated by reference herein.
10.29First Amendment, dated as of October 10, 2006, to the Term Loan Agreement dated as of April 12, 2006 among the Company, the lenders party thereto and Citicorp North America, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 19, 2006, is incorporated by reference herein.
10.30Tolling 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.
10.31Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan.
10.32Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan.
21 Subsidiaries of the Registrant.
23 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of Bruce Karatz, ChairmanJeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.
31.2 Certification of Domenico Cecere, SeniorExecutive Vice President and Chief Financial Officer of KB Home Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.
32.1 Certification of Bruce Karatz, ChairmanJeffrey 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 Domenico Cecere, SeniorExecutive 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.
     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.
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.


97

76


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
KB Home
 By: /s/  DOMENICO CECEREWILLIAM R. HOLLINGER
Domenico Cecere
Senior Vice President and Chief Financial Officer
William R. Hollinger
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Dated: February 9, 200612, 2007
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
     
Signature
 
Title
 
Date
 
/s/ BRUCE KARATZ

Bruce Karatz
Chairman and
Chief Executive Officer
(Principal Executive Officer)
February 9, 2006
/s/ DOMENICO CECERE

Domenico Cecere
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
February 9, 2006
/s/ RONALD W. BURKLE

Ronald W. Burkle
DirectorFebruary 9, 2006
/s/ TIMOTHY W. FINCHEM

Timothy W. Finchem
DirectorFebruary 9, 2006
/s/ DR. RAY R. IRANI

Dr. Ray R. Irani
DirectorFebruary 9, 2006
/s/ KENNETH M. JASTROW, II

Kenneth M. Jastrow, II
DirectorFebruary 9, 2006
/s/ JAMES A. JOHNSON

James A. Johnson
DirectorFebruary 9, 2006
/s/ J. TERRENCE LANNI

J. Terrence Lanni
DirectorFebruary 9, 2006
/s/ MELISSA LORA

Melissa Lora
DirectorFebruary 9, 2006
/s/ MICHAEL G. MCCAFFERY

Michael G. McCaffery
DirectorFebruary 9, 2006
/s/ LESLIE MOONVES

Leslie Moonves
DirectorFebruary 9, 2006
/s/ DR. BARRY MUNITZ

Dr. Barry Munitz
DirectorFebruary 9, 2006
/s/ LUIS G. NOGALES

Luis G. Nogales
DirectorFebruary 9, 2006

77


LIST OF EXHIBITS FILED
     
    Sequential
ExhibitPage
NumberDescriptionNumber
 
21Subsidiaries of the Registrant    
 23  Consent of Independent Registered Public Accounting Firm
/s/  JEFFREY T. MEZGER


Jeffrey T. Mezger
Director, President and
Chief Executive Officer
(Principal Executive Officer)
February 12, 2007
    
31.1
/s/  DOMENICO CECERE


Domenico Cecere
 Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Certification of Bruce Karatz, Chairman and Chief Executive Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002February 12, 2007
    
31.2
/s/  RONALD W. BURKLE


Ronald W. Burkle
 DirectorCertification of Domenico Cecere, Senior Vice President and Chief Financial Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002February 12, 2007
    
32.1
/s/  TIMOTHY W. FINCHEM


Timothy W. Finchem
 DirectorCertification of Bruce Karatz, Chairman and Chief Executive Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002February 12, 2007
    
32.2
/s/  DR. RAY R. IRANI


Dr. Ray R. Irani
 DirectorCertification of Domenico Cecere, Senior Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002February 12, 2007
    
/s/  KENNETH M. JASTROW, II


Kenneth M. Jastrow, II
DirectorFebruary 12, 2007
/s/  JAMES A. JOHNSON


James A. Johnson
DirectorFebruary 12, 2007
/s/  J. TERRENCE LANNI


J. Terrence Lanni
DirectorFebruary 12, 2007
/s/  MELISSA LORA


Melissa Lora
DirectorFebruary 12, 2007
/s/  MICHAEL G. MCCAFFERY


Michael G. McCaffery
DirectorFebruary 12, 2007
/s/  LESLIE MOONVES


Leslie Moonves
DirectorFebruary 12, 2007
/s/  LUIS G. NOGALES


Luis G. Nogales
DirectorFebruary 12, 2007


98


LIST OF EXHIBITS FILED
         
    Sequential
 
Exhibit
   Page
 
Number
 Description 
Number
 
 
 10.21 Amended and Restated KB Home 1999 Incentive Plan, as amended    
 10.31 Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan.    
 10.32 Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan.    
 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 Domenico Cecere, 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 the Sarbanes-Oxley Act of 2002    
 32.2 Certification of Domenico Cecere, Executive Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002