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 Endedfiscal year ended November 30, 20072010
or
o  Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from­ ­ to­ ­.
Commission File No. 001-09195
KB HOME
(Exact name of registrant as specified in its charter)
   
Delaware
(State or other jurisdiction of
incorporation or organization)
 95-3666267
(I.R.S. Employer
Identification No.)
 
10990 Wilshire Boulevard, Los Angeles, California 90024
(Address of principal executive offices)
Registrant’s telephone number, including area code:  (310) 231-4000
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
   
  Name of each exchange
                      Title of each class on which registered
 
Common Stock (par value $1.00 per share)
 New York Stock Exchange
Rights to Purchase Series A Participating Cumulative Preferred Stock
 New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes oþ  No þo  
 
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes 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, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” in Rule12b-2 of the Exchange Act.
Large accelerated filerþAccelerated fileroNon-accelerated filero
Large accelerated filer þAccelerated fileroNon-accelerated fileroSmaller reporting companyo
 
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, 20072010 was $4,107,806,638,$1,274,932,694, including 12,314,88211,174,633 shares held by the registrant’s grantor stock ownership trust and excluding 25,358,82327,095,467 shares held in treasury.
 
The number ofThere were 76,973,096 shares outstanding of each of the registrant’s classes of common stock, par value $1.00 per share, outstanding on December 31, 2007 was as follows: Common Stock (par value $1.00 per share) 89,525,178 shares, including 12,192,182 shares held by the2010. The registrant’s grantor stock ownership trust and excluding 25,451,107held an additional 11,080,023 shares held in treasury.of the registrant’s common stock on that date.
 
Documents Incorporated by Reference
 
Portions of the registrant’s definitive Proxy Statement for the 20082011 Annual Meeting of Stockholders (incorporated into Part III).
 
 


 
KB HOME
FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 20072010
 
TABLE OF CONTENTS
 
       
    Page
    Number
 
 
 Business  1 
 Risk Factors  1112 
 Unresolved Staff Comments  1825 
 Properties  1825 
 Legal Proceedings  1825 
 Submission of Matters to a Vote of Security HoldersRemoved and Reserved  2026 
 
 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  2228 
 Selected Financial Data  2430 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations  2531 
 Quantitative and Qualitative Disclosures About Market Risk  4658 
 Financial Statements and Supplementary Data  4759 
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  88101 
 Controls and Procedures  88101 
 Other Information  88102 
 
 Directors, Executive Officers and Corporate Governance  89103 
 Executive Compensation  89103 
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  89103 
 Certain Relationships and Related Transactions, and Director Independence  90104 
 Principal Accountant Fees and Services  90104 
 
 Exhibits and Financial Statement Schedules  91105 
  95109 
EXHIBIT 10.35
EXHIBIT 10.36
EXHIBIT 10.37
EXHIBIT 10.38
EXHIBIT 12.1
EXHIBIT 21
EXHIBIT 23
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2


 
PART I
 
Item 1. BUSINESS
 
General
 
KB Home is a Fortune 500 company listed on the New York Stock Exchange under the ticker symbol “KBH.” We are one of the nation’s largest homebuilders and commemorated our 50th year in the homebuilding industry in 2007.has been building homes for more than 50 years. We construct and sell homes through our operating divisions across the United States under the name KB Home. Unless the context indicates otherwise, the terms “the Company,” “we,” “our” and “us” used hereinin this report refer to KB Home, a Delaware corporation, and its predecessors and subsidiaries.
 
Beginning in 1957 and continuing until 1986, our business was operated throughconducted by various subsidiaries of Kaufman and Broad, Inc. (“KBI”) and its predecessors. In 1986, KBI transferred to us the outstanding capital stockall of its subsidiaries conducting KBI’s homebuilding and mortgage banking business.operations to us. Shortly thereafter,after the transfer, we completed an initial public offering of 8% of our common stock and began operating under the name Kaufman and Broad Home Corporation. In 1989, we were spun-off from KBI, which then changed its name to Broad Inc., and operated aswe became an independent public company, operating primarily in California and France. In 2001, we changed our name to KB Home. Since 1989, we have expandedToday, having sold our businessFrench operations in both our existing markets and into new markets through capital investments and acquisitions of a number of other homebuilders. Today,2007, we operate a geographically diverse homebuilding and financial services business serving homebuyers in markets across the United States. We believe our geographic diversity helps to mitigate the effects of local and regional economic cycles, enhancing our long-term growth potential.nationwide.
 
Our homebuilding operations, which are divided into four homebuildinggeographically defined segments for reporting purposes, offer a variety of homes designed primarily for first-time, firstmove-up and active adult buyers,homebuyers, including attached and detached single-family homes, townhomes and condominiums. We offer homes in development communities, at urban in-fill locations and as part of mixed-use projects. We use the term “home” to refer to a single-family residence, whether it is a single-family home or other type of residential property, and we use the term “community” to refer to a single development in which homes are constructed as part of an integrated plan.
 
WeThrough our homebuilding segments, we delivered 23,7437,346 homes in 2007 compared to our record 32,124 homes delivered in 2006. In 2007, ourat an average selling price of $261,600 decreased from $287,700$214,500 during the year ended November 30, 2010, compared to 8,488 homes delivered at an average selling price of $207,100 during the year ended November 30, 2009. Our homebuilding operations represent most of our business, accounting for 99.5% of our total revenues in 2006. We2010 and 2009.
Our financial services operations offer title and insurance services to our homebuyers. They also offer mortgage banking services to our homebuyers through KBA Mortgage, LLC (“KBA Mortgage”), a joint venture with a subsidiary of Bank of America, N.A. Our financial services operations accounted for .5% of our total revenues in 2010 and 2009.
In 2010, we generated total revenues of $6.42$1.59 billion and a net loss from continuing operations of $1.41 billion in 2007$69.4 million, compared to total revenues of $9.38$1.82 billion and income from continuing operationsa net loss of $392.9$101.8 million in 2006.2009. Our homebuilding revenues, which include revenues from land sales, accountedfinancial results for 99.8% of our total revenues2010 and 2009 reflect challenging operating conditions that have persisted in both 2007 and 2006. Our results in 2007 reflected the significant market downturn the homebuilding industry experienced throughoutto varying degrees since a general housing market downturn began inmid-2006, as well as our strategic actions since the year, and our actionsdownturn began to align our operations with the diminished sales environmentthese conditions and to strengthen our balance sheet.
Ourmaintain a strong financial services segment derives income from mortgage banking, title and insurance services offered to our homebuyers. Mortgage banking services are provided through Countrywide KB Home Loans, a joint venture operated by Countrywide Financial Corporation (“Countrywide”) that offers a variety of loan programs to serve the needs of our homebuyers. Our financial services segment accounted for .2% of our total revenues in both 2007 and 2006.
On July 10, 2007, we sold our 49% equity interest in our publicly traded French subsidiary, Kaufman & Broad S. A. (“KBSA”). Accordingly, we now operate our homebuilding and financial services business solely in the United States.position.
 
Our principal executive offices are located at 10990 Wilshire Boulevard, Los Angeles, California 90024. The telephone number of our corporate headquarters is(310) 231-4000 and our website address is http://www.kbhome.com.kbhome.com. Our Spanish-language website is http://www.kbcasa.com.kbcasa.com. In addition, location and community information is available at (888)KB-HOMES.


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Markets
 
Our homebuilding operations span the United States from coast to coast. Because ofReflecting the geographic reach of our homebuilding business, as of the date of this report, our principal operations are in the nine states and 30 major markets presented below. For reporting purposes, we haveorganize our homebuilding operations into four homebuilding segments based on the markets in which we construct homes — West Coast, Southwest, Central and Southeast. We operate in the 13 states and 35 major markets shown below:
 
     
Segment State(s) Major Market(s)
 
West Coast California Fresno, Los Angeles/Ventura,Angeles, Oakland, Orange County, Riverside, Sacramento, San Bernardino, San Diego, San Jose, Stockton and StocktonVentura
Southwest Arizona Phoenix and Tucson
  Nevada Las Vegas and Reno
New MexicoAlbuquerque
Central Colorado Colorado Springs and Denver
IllinoisChicago
  Texas Austin, Dallas/Fort Worth, Houston and San Antonio
Southeast Florida Daytona Beach, Fort Myers, Jacksonville, Lakeland, Melbourne, Orlando, Sarasota and Tampa
GeorgiaAtlanta
  Maryland Washington, D.C.
  North Carolina Charlotte and Raleigh
  South CarolinaBluffton/Hilton Head, Charleston and Columbia
Virginia Washington, D.C.
 
Segment Operating Information.  The following table sets forth specificpresents certain operating information for our homebuilding reporting segments for the years ended November 30, 2007, 20062010, 2009 and 2005:2008:
 
                        
 Years Ended November 30,  Years Ended November 30,
 2007 2006 2005  2010 2009 2008
West Coast:                     
Homes delivered  4,957   7,213   6,624   2,023   2,453   2,972 
Percent of total homes delivered  21%  22%  21%
Percentage of total homes delivered  27%  29%  24%
Average selling price $433,600  $489,500  $460,500  $346,300  $315,100  $354,700 
Total revenues (in millions) (a) $2,203.3  $3,531.3  $3,050.5  $700.7  $812.2  $1,055.1 
Southwest:                     
Homes delivered  4,855   7,011   7,357   1,150   1,202   2,393 
Percent of total homes delivered  20%  22%  24%
Percentage of total homes delivered  16%  14%  19%
Average selling price $258,500  $306,900  $265,600  $158,200  $172,000  $229,200 
Total revenues (in millions) (a) $1,349.6  $2,183.8  $1,964.5  $187.7  $218.1  $618.0 
Central:                     
Homes delivered  6,310   9,613   9,866   2,663   2,771   3,348 
Percent of total homes delivered  27%  30%  32%
Percentage of total homes delivered  36%  33%  27%
Average selling price $167,800  $159,800  $157,600  $163,700  $155,500  $175,000 
Total revenues (in millions) (a) $1,077.3  $1,553.3  $1,559.0  $436.4  $434.4  $594.3 
Southeast:                     
Homes delivered  7,621   8,287   7,162   1,510   2,062   3,725 
Percent of total homes delivered  32%  26%  23%
Percentage of total homes delivered  21%  24%  30%
Average selling price $229,400  $244,300  $215,100  $170,200  $168,600  $201,800 
Total revenues (in millions) (a) $1,770.4  $2,091.4  $1,549.3  $257.0  $351.7  $755.8 
Total:                     
Homes delivered  23,743   32,124   31,009   7,346   8,488   12,438 
Average selling price $261,600  $287,700  $261,200  $214,500  $207,100  $236,400 
Total revenues (in millions) (a) $6,400.6  $9,359.8  $8,123.3  $1,581.8  $1,816.4  $3,023.2 
 
 
(a) Total revenues include revenues from housing and land sales.
 
Unconsolidated Joint Ventures.  The above tables dotable does not include deliverieshomes delivered from unconsolidated joint ventures. From time to time,ventures in which we participateparticipate. These unconsolidated joint ventures acquire and develop land and, in the acquisition, development, constructionsome cases, build and sale of residential properties throughdeliver homes on developed land. Our unconsolidated joint ventures delivered 102 homes in 2010, 141 homes in 2009 and 262 homes in 2008.


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unconsolidated joint ventures. Our unconsolidated joint ventures delivered 127 homes in 2007, 4 homes in 2006 and 83 homes in 2005.
 
Strategy
 
We expect the difficult conditions we experienced in our served markets in 2007 to continue through 2008. Consistent with the general downturn inTo varying degrees since mid-2006, many housing markets across the United States, most of our served marketsincluding those we serve, have facedexperienced a prolonged downturn compared to the period from 2000 through 2005 due to a persistent oversupply of new and resale homes available for sale with some areas reaching historically high levels. In these markets, our business has encountered significant challenges from heightened builder and investor efforts to sell homesweak consumer demand for housing. Since 2008, a generally poor economic and land, increased foreclosure activity, consumer reluctance to purchase homes, tighter lending standards due to turmoilemployment environment as well as turbulence in the mortgage financefinancial and credit markets and reduced homehave worsened these conditions. Although housing affordability particularly in areas that experienced rapid sales price increaseshas been at historically high levels in the past few years leading updue to and including 2006. These conditions resulted in both lower overall sales in our homebuilding business compared to prior years and downward pressure on our selling prices and margins in 2007, as competitionrelatively low residential consumer mortgage interest rates, the negative supply and demand dynamics for sales drove marketing expenses higher and increased the need for sales incentives. We do not expecthomebuilding industry during the present business environment inhousing downturn have severely constrained our served markets or these trends to improve in 2008.net orders, revenues and profitability.
 
We believe housing markets will likely remain weak in 2011 and that our continued adherencebusiness and the homebuilding industry will experience uneven results before a sustained recovery takes hold. At this time, we cannot predict when such a recovery might occur. Based on this view, we intend to continue to focus on achieving three primary integrated strategic goals:
• restoring and maintaining the profitability of our homebuilding operations;
• generating cash and maintaining a strong balance sheet; and
• positioning our business to capitalize on future growth opportunities.
In pursuing these goals during the period from mid-2006 through 2009, we reduced our overhead, inventory and active community count levels to better align our operations with diminished home sales activity compared to the disciplinespeak levels reached in the period from 2000 through 2005. Consequently, we exited or reduced our investments in certain markets, sold land positions and interests, unwound our participation in certain unconsolidated joint ventures, and experienced a sharp decline in our backlog and homes delivered compared to our peak period performance primarily due to decreased demand and because we had fewer community locations from which we sold homes. During this period, we also focused on improving our operating efficiencies, investing selectively in a few markets with perceived strong growth prospects, and, as discussed further below, redesigning and re-engineering our product line to meet consumer demand for more affordable homes and to lower our direct construction costs and generate higher margins compared to our previous product.
In 2010, building on the sound financial position and the operational re-positioning we achieved over the prior four years and seeing a number of attractive opportunities becoming available, we implemented a targeted land acquisition initiative to further our primary strategic goals. Under this initiative, we concentrated on acquiring ownership or control of well-priced developed land parcels that met our investment and marketing standards and were located within or near our existing markets. This tactical shift was designed to help us restore and maintain our homebuilding operations’ profitability — currently, our highest priority — by increasing our future revenues through a larger inventory base from which we can sell our higher-margin and well-received new product. It was also designed to help us maintain athree-to-four year supply of developed or developable land. While the inventory and active community count reductions and other land portfolio and operational adjustments we made in prior years and into 2010 have had a negative effect on our backlog and homes delivered on ayear-over-year basis, we anticipate that our land investment activities in 2010 and recent and planned new community openings will improve such comparisons in 2011. As a result, we believe that our land acquisition initiative and the other actions we have taken in pursuing our primary strategic goals in the present housing downturn have established a solid foundation for us to eventually achieve long-term future growth and profitability as and to the extent housing markets improve.
While market conditions in 2011 will determine the degree to which we acquire or dispose of land assets in managing our inventory, the pace with which we open new home communities, and the manner in which we pursue and refine the execution of our primary integrated strategic goals, we will continue to operate in accordance with the principles of our core built-to-order operational business model, KBnxt, will enable us to manage through the current and expected near-term business environment. We believe it will also position us to capitalize on long-term growth opportunities that we expect will arise as housing supply and demand conditions in our served markets begin to stabilize.KBnxt.
 
KBnxt Operational Business Model.  We began operating under the principles of ourOur KBnxt operational business model, first implemented in 1997. The KBnxt operational business model1997, seeks to generate greater operating efficiencies and return on investment through a disciplined, fact-based and process-driven approach to homebuilding that is founded on a constant and systematic assessment of consumer preferences and market opportunities. We believe our KBnxt operational business model sets us apart from other homebuilders. The key principles of our KBnxt operational business model include:
 
 • gaining a detailed understanding of consumer location and product preferences through regular surveys;surveys and research;


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 • managing our working capital and reducing our operating risks by acquiring primarily developed and entitled land at reasonable prices in markets with high growth potential, and by disposing of land and interests in land that no longer meet our strategicinvestment or investmentmarketing goals;
 
 • using our knowledge of consumer preferences to design, construct and deliver the products homebuyers desire;
 
 • in general, commencing construction of a home only after a purchase contract has been signed;
 
 • building a backlog of net orders and reducingminimizing the time from initial construction to final delivery of homes to customers;
 
 • establishing an even flow of production of high qualityhigh-quality homes at the lowest possible cost; and
 
 • offering customers affordable base prices and the opportunity to customize their homes through choice of location, floor plans and interior design options.
 
OurThrough its disciplines and standards, our KBnxt operational business model is designed to help us achievebuild and maintain a leading position in our existing markets,markets; opportunistically expand our business into attractive new markets near our existing operations; exit investments that no longer meet our return standards or marketing strategy andstandards; calibrate our product linesdesigns to consumer preferences in both our existingpreferences; and new markets. Historically, this focus has allowed us to achieve lower costs and economies of scale with respect toin acquiring and developing land, purchasing building materials, subcontracting trade labor, and providing home design and product options to customers.
 
Our expansion into a new markets will dependmarket and our withdrawal from an existing market or submarket depends in each instance on our assessment of a potential newthe market’s viability and our ability to develop and/or sustain operations at a level that meets our investment standards. Similar considerations apply to potential asset acquisitions or dispositions in that new market. We will also continue to consider appropriate acquisitions, as market conditions may produce attractive opportunities. However, expansion into new markets and large acquisitions are not a priority for us in the near term.our existing markets.


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StrategicOperational Objectives.  Based onGuided by the disciplines of our KBnxt operational business model, and building on initiatives we implemented in 2006 and 2007 as conditions in our served markets became increasingly challenging, our primary strategicprincipal operational objectives during the present housing downturn include:
 
 • MaintainingPositioning our operations to maintain ownership or control over a forecastedtwo-to-four year supply of developed or developable land and a balanced geographic footprint, and focusing onwhile continuously evaluating potential growth opportunities in or near our existing served markets. We believe this will allowapproach enables us to efficiently capitalize on the different rates at which we expect housing markets to stabilize and recover. In addition, keeping our served markets are expectedland inventory at what we believe is a prudent and manageable level and in line with our future sales expectations maximizes the use of our working capital, enhances our liquidity and helps us maintain a strong balance sheet to stabilize. We also believe that our existing served markets offer the most attractivesupport strategic investments for long-term growth prospects.growth.
 
 • Providing the best value and choice in homes and options for theour core customers — first-time, first move-up and active adult homebuyer.homebuyers. By promoting value and choice through an affordable base price and product customization through options, including many environmentally conscious options, we believe we can stand out from other homebuilders among our core customer base.and sellers of existing homes (including lender-owned homes acquired through foreclosures and short sales), and can generate higher revenues.
 
 • GeneratingTo help achieve the above objective, enhancing the affordability of our homes by redesigning and re-engineering our products, building smaller homes with flexible layouts, reducing cycle times (i.e., the time between the sale of a home and its delivery to a homebuyer) and lowering our direct construction costs. By making our homes more affordable for our value-conscious core homebuyers while lowering our production costs, we believe we can compete effectively with sellers of existing homes (including lender-owned homes acquired through foreclosures and short sales), which we see as our primary competition, generate revenues while maintaining margins, and drive sustainable earnings over the long term.
• As a complement to providing the best value and choice, generating high levels of customer satisfaction and producing high qualityhigh-quality homes. AchievingWe believe achieving high customer satisfaction levels is a key driver to our long-term successperformance, and delivering quality homes is critical to achieving high customer satisfaction.


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 • Maintaining ownership and control over a three-to-four year supply of developable land. Keeping our inventory in line with our future sales expectations maximizesRestoring the useprofitability of our working capital, enhances our liquidity and helps maintain a strong balance sheet to support long-term strategic investments.
• Improving the affordability of our homes and lowering our production costshomebuilding operations by redesigning and reengineering our products, building smaller homes, reducing production cycle times and direct construction costs, and targeting our pricing to median income levels in our served markets. We believe making our homes more affordable to our core customer base, with corresponding decreases in our production costs, will help us generate revenues and maintain our margins during the current housing market downturn and position us for longer-term profit growth.
• Continuingcontinuing to align our cost structure (including overhead) with the expected size and growth of our business, generating and preserving free cash flow, and maximizing the performance of our invested capital.
 
Exemplifying how we have implemented our strategic and operational objectives is our ongoing nationwide rollout ofThe Open SeriesTM product designs, which began in late 2008. In addition to meeting homebuyer design sensibilities and affordability needs,The Open Seriesproduct line has been value-engineered to reduce production costs and construction cycle times, while adhering to our quality standards and using materials and construction techniques that reflect our commitment to more environmentally conscious homebuilding methods.Value-engineering encompasses measures such as simplifying the location and installation of internal plumbing and electrical systems, using prefabricated wall panels, flooring systems, roof trusses and other building components, and generally employing construction techniques that minimize costs and maximize efficiencies. It also includes working continuously with our trade partners and materials suppliers to reduce direct construction costs and construction cycle times. All of these actions have allowed us to achieve faster returns and higher gross margins from our inventory compared to our previous product designs, supporting strong cash flow generation and progress toward our profitability goal.
Marketing Strategy.  During 2010, we continued to focus our marketing efforts on first-time,move-up and active adult homebuyers. These homebuyers historically have been our core customers and it is among these groups that we see the greatest potential for future home sales. Our marketing strategy aims to generate traffic to our communitiesefforts are directed at differentiating the KB Home brand from resale homes and from homes sold through foreclosures, short sales and by promoting our distinct customized homebuying experience.other homebuilders. We believe thisthat our Built to OrderTM message and approach supported with unique marketing partnerships and consistently applied companywide under one brand, generatesgenerate a high perceived value for our products and our company among our target customers nationwide.
Reflecting this approach, in 2007consumers and are unique amonglarge-production homebuilders. Built to Order emphasizes that we launched a “Built to Order” consumer brand messaging initiative to provide potential homebuyerspartner with a clearer understanding of how our homebuying experience differs from that of other homebuilders and resale homes. The “Built to Order” campaign emphasizes the choices our homebuyers can make in community location, floor plan, exterior architectural style, and interior design options and amenities to create a home built to their individual preferences. In highlighting the choices we make availablepreferences in design, layout, square footage and homesite location, and to our homebuyerspersonalize their home with features and reinforcing our general approachamenities that meet their needs and interests. Built to build homes only after we receive a qualified order, the “Built to Order” campaignOrder serves as the consumer face toof core elements of our KBnxt operational business model.model and ensures that our marketing strategy and advertising campaigns are closely aligned with our overall operational focus.
 
During 2007, we also saw the expansion of our successful partnership with Martha Stewart, a leading lifestyle expert. Under this partnership, we offer our homebuyers in selected communities an opportunity to build homes inspired by Martha Stewart’s own residences and to customize them using interior designs that reflect her style. We opened six additional Martha Stewart communities in 2007, bringing the total number to nine. The new Martha Stewart communities included the first in California, Texas, Colorado and Florida, as well as the second in North Carolina and Georgia. Our Martha Stewart communities have generated significant consumer and media interest and traffic, and we expect to open more of them in the future.
In September 2007, we announced a high-profile collaboration with The Walt Disney Company to develop exclusive Disney Home product options to be offered to our homebuyers. Options include elements that would normally be built into a home such as lighting fixtures and window coverings and feature some of Disney’s most recognized characters. The first options in the collaboration will be available to our homebuyers in 2008.


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During 2007, we also maintained our focus on the Internet as a key vehicle for reaching homebuyers. We redesigned our primary consumer website, kbhome.com, to be easier to navigate, to better reflect current technologies, and to make “Built to Order” a central message throughout the site.
We renewed our emphasis on the first-time, firstmove-up and active adult homebuyer in 2007. These homebuyers historically have been our core customers and are the buyers we anticipate to have the greatest potential for future home sales. In the present mortgage financing environment, focusing on these types of homebuyers also allows us to offer more homes that fall within conforming loan limits for Fannie Mae, Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Housing Administration (“FHA”) and Veterans Administration (“VA”) programs.
In 2008, we will continue to implement our “Built to Order” marketing strategy, building on our efforts in 2007.
Sales Strategy.  To ensure the consistency of our message and adherence to our KBnxt operational business model, sales of our homes are carried out by in-house teams 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 offer. We also have Countrywide KB Home Loans representatives available in many of our communities to assist prospective customers with financing questions.
To help our homebuyers customize their homes, we operate KB Home Studios in the vast majority of our markets. KB Home Studios are largeintegral to the Built to Order experience we provide. These showrooms, wherewhich are generally located close to our customers maycommunities, allow our homebuyers to select from thousands of product and design options tothat are available for purchase conveniently as part of the original construction of their homes. The coordinated efforts of our sales representatives and KB Home Studio consultants and other personnel involved in the customer’s homebuying experience are intended to provide high levels of customer satisfaction and lead to enhanced customer retention and referrals.
 
My Home. My Earth.TM  We have made a dedicated effort to further differentiate ourselves from other homebuilders and sellers of existing homes through our ongoing commitment to become a leading national company in environmental sustainability. This commitment, organized under ourMy Home. My Earth. initiative, stems from growing sensitivities regarding and regulatory attention to the potential impact the construction and use of our homes can have on the environment, including on global average temperatures and associated climate change, and from our homebuyers’ interest in reducing this impact in the most cost-effective way possible. This commitment also stems from our primary strategic goal to maintain a strong balance sheet by minimizing expenses, waste and inefficiencies in our operations. Through ourMy Home. My Earth.programs:
• we became the first national homebuilder to commit to building homes that are designed to meet the U.S. Environmental Protection Agency’s (“EPA”) ENERGY STAR® guidelines in all of our communities opened in 2009 and beyond;
• we became the first homebuilder in the country to construct homes to meet the EPA’s new WaterSense® specifications in 2010. The ENERGY STAR and WaterSense programs require that our homes meet high standards for energy and water efficiency and performance, respectively, compared to standard new or typical existing homes.
• we became the first national homebuilder to commit to installing exclusively ENERGY STAR appliances in all of our homes in 2008 and beyond;
• we re-engineered our products to reduce the amount of building materials necessary to construct them, as discussed above with respect toThe Open Series product designs, and have developed or adopted production methods that help minimize our use of materials and the generation of construction-related debris;


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• we became a partner in the EPA’s WasteWise program in 2010, and have voluntarily undertaken to reduce the amount of solid construction waste sent to landfills; and
• we have published on our website an annual sustainability report since 2007. The report outlines our accomplishments and objectives as we work towards our goal of minimizing the impact our business and homes can have on the environment, while continuing to make the dream of homeownership attainable for our homebuyers.
In many instances, we have been able to implement ourMy Home. My Earth.programs at minimal or no additional cost to us and to our homebuyers. Along with the standard home designs and amenities we offer pursuant to ourMy Home. My Earth. programs, we also offer our homebuyers several options through our KB Home Studios that can help them to further lower their consumption of energy and water resources and reduce their utility bills. As we see environmental issues related to housing becoming increasingly important to consumers and government authorities at all levels, we intend to continue to research, evaluate and utilize new or improved products and construction and business practices consistent with the goals of ourMy Home. My Earth.programs. In addition to making good business sense, we believe ourMy Home. My Earth.programs can help put us in a better position, compared to homebuilders with less-developed programs, to comply with evolving local, state and federal rules and regulations intended to protect natural resources and to address climate change and similar environmental concerns.
Sales Strategy.  To ensure the consistency of our message and adherence to our Built to Order approach, sales of our homes are carried out by in-house teams of sales representatives and other personnel who work personally with each homebuyer to create a home that meets the homebuyer’s preferences and budget.
Customer Service and Quality Control
 
Customer satisfaction is a high priority for us and weus. We are committed to building and delivering quality homes. Our on-site construction supervisors perform regular pre-closing quality checks during the construction process to ensure our homes meet our quality standards and our homebuyers’ expectations. We have customer service personnel who are responsible for responding to homebuyers’ post-closing needs, including warranty claims. We believe prompt and courteous responses to homebuyers’ needs throughout the homebuying process reduces post-closing repair costs, enhances our reputation for quality and service, and may helphelps encourage repeat and referral business from homebuyers and the real estate community. Our goal is for our customers to be 100% satisfied with their new homes. We also have employees who are responsible for responding to homebuyers’ post-closing needs, including warranty claims.
We provide a limited warranty on all of our homes. The specific terms and conditions vary depending on the market where we do business. We generally provide a structural warranty of 10 years, a warranty on electrical, heating, cooling, plumbing and other building systems each varying from two to five years based on geographic market and state law, and a warranty of one year for other components of the home such as appliances.a home.
 
Local Expertise
 
To maximize our KBnxt operational business model’s effectiveness and help ensure its consistent execution, our employees are continuously trained on KBnxt operational principles and evaluated based on their achievingachievement of relevant KBnxt operational objectives relevant to their particular job duties.objectives. We also believe that our business requires in-depth knowledge of local markets in order to acquire land in desirable locations and on favorable terms, to engage subcontractors, to plan communities based onthat meet local demand, to anticipate consumer tastes in specific markets, and to assess the local regulatory environments. Accordingly, we operate our business through local divisions with trained personnel who have local market expertise. We have experienced management teams in each of our divisions. AlthoughThough we have centralizedcentralize certain functions (such as marketing, advertising, legal, materials purchasing, purchasing administration, product development, architecture and accounting) to benefit from economies of scale, our local management exercises considerable autonomy in identifying land acquisition opportunities, developing and implementing product and sales strategies, conducting product operations and controlling costs.
 
Community Development and Land Inventory Management
 
Our community development process generally consists of four phases: land acquisition, land development, home construction and sale. Historically, the completion time of our community development process has ranged from six to 24 months in our


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West Coast segment to a somewhat shorter duration in our other homebuilding segments. The lengthduration of


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the community development process varies based on, among other things, the extent of government approvals required, the overall size of the community, necessary site preparation activities, weather conditions and marketing results.
 
Although they vary significantly, our communities typically consist of 50 to 250 lots ranging in size from 2,0001,000 to 20,00013,000 square feet. In our communities, we typically offer from three to 15 home designs for homebuyers to choose from. We also build an average of two to four model homes at each community so that prospective buyers can preview various home designs. Depending on the community, we may offer from two to five model home designs with premium lots often containing more square footage, better views or location benefits. Our goal is to own or control enough lots to meet our forecasted production goals over the next three to four years.
 
Land Acquisition and Land Development.  Our current focus is on creating a strong balance sheetWe continuously evaluate land acquisition opportunities as they arise against our investment and positioning ourselvesmarketing standards, balancing competing needs for financial strength and land inventory for future growth. Significant land acquisitions are not currently a priority, but we will consider attractive opportunities as they arise. When we do acquire and develop land, we do so consistent with our KBnxt operational business model, which focusesfocus on obtaining land parcels containing fewer than 250 lots that are fully entitled for residential construction and are either physically developed to start home construction (referred to as “finished lots”) or partially finished. Acquiring finished or partially finished lots enables us to construct and deliver homes shortly after the land is acquired with minimal additional development expenditures. ThisWe believe this is a more efficient way to use our working capital and reduces the operating risks associated with having to develop and/or entitle land, such as unforeseen improvement costs and/or changes in market conditions. However, depending on market conditions and available opportunities, we may acquire undeveloped and/or unentitled land. We expect that the overall balance of undeveloped, unentitled, entitled and finished lots in our inventory will vary over time.
 
Consistent with our KBnxt operational business model, we target geographic areas for potential land acquisitions and assess the viability of our current inventory based on the results of periodic surveys of both new and resale homebuyers in particular markets.markets and other research activities. Local,in-house land acquisition specialists conduct site selection research and analysis in targeted geographic areas to identify desirable land acquisition targets or to evaluate whether to dispose of an existing interest we hold is consistent with our marketing strategy.interest. We also use studies performed by third-party marketing specialists. Some of the factors we consider in evaluating land acquisition targets and assessing the viability of current inventory are: consumer preferences; general economic conditions; specific market conditions, with an emphasis on the prices of comparable new and resale homes in the market; expected sales rates; proximity to metropolitan areas and employment centers; population, household formation and commercial growth patterns; estimated costs of completing lotland development; and environmental compliance matters.
 
We generally structure our land purchases and development activities to minimize or to defer the timing of cash and capital expenditures, which enhances returns associated with new land investments. While we use a variety of techniques to accomplish this, as further described below, we typically use agreements that give us an option right to purchase land at a future date, at a fixed price and for a small or no initial deposit payment. Our decision to exercise a particular option right is based on the results of due diligence and continued market viability analyses we conduct after entering into an agreement. In some cases, our decision to exercise an option may be conditioned on the land seller obtaining necessary entitlements, such as zoning rights and environmental and development approvals, and/or physically developing the land by a pre-determined date to allow us to build homes relatively quickly. Depending on the circumstances, our initial deposit payment for an option right may or may not be refundable to us if we abandon the land option contract and do not purchase the underlying land.
 
In addition to acquiring land under option agreements, we may acquire land under agreements that condition our purchase obligation on our satisfaction with the feasibility of developing the land and selling homes on the land by a certain future date.date, consistent with our investment and marketing standards. Our option and other purchase agreements may also allow us to phase our land purchases and/or lotland development over a period of time and/or upon the satisfaction of certain conditions. We may also acquire land with seller financing that is non-recourse to us, or by working in conjunction with third-party land developers. Our land option contracts generally do not contain provisions requiring our specific performance.
 
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 during an applicable option period perform technical, environmental, engineering and entitlement feasibility studies, while we seek to obtain necessary governmental approvals and permits. These activities are sometimes done with the seller’s assistance or at the seller’s cost. The use of option arrangements in this context allows us to conduct these development-related activities while minimizing our inventory levels and overall financial commitments, including interest and other carrying costs. It also improves our ability to accurately estimate development costs, an important element in planning communities and pricing homes, prior to incurring them.


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Before we commit to any land purchase or dispose of any interest in land, we hold, our senior corporate and regional management carefully evaluates each asset based on the results of our local specialists’ due diligence and a set of strictdefined financial measures, including, but not limited to, gross margin analyses and specific discounted,after-tax cash flow internal rate of return requirements. Potential land acquisition or disposal transactions are subject to review and approval by our corporate land committee, which is composed of senior corporate and regional management. The stringent criteria guiding our land acquisition and disposition decisions have resulted in our maintaining inventory in areas that we believe generally offer better returns for lower risk, and lower cash and capital investment.


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In recent years, in light of difficult market conditions, we have sold some of our land and interests in land and have abandoned a portion of our options to acquire land. Consistent with our KBnxt operational business model, weWe determined that these sold or abandoned properties no longer met our investment or marketing standards. Although we shifted our strategic needs orfocus in 2010 to acquiring land assets in order to open more new home communities and increase our internal investment standards. Ifrevenues, as discussed above under “Strategy,” if market conditions remain challenging, we may sell more of our land and interests in land, and we may abandon or try to sell more of our options or other agreements to acquire land.
 
The following table showspresents the number of inventory lots we owned, in various stages of development, andor controlled under land option contracts or other agreements in our homebuilding segments as of November 30, 20072010 and 2006.2009. The table does not include approximately 376316 acres owned and 64 acres optioned as of November 30, 20072010 and 393approximately 316 acres optionedowned as of November 30, 20062009 that havehad not yet been approved for subdivision into lots.
 
                                                                
       Total Lots
        Total Lots
 Homes/Lots in
 Land Under
 Lots Under
 Owned or
  Homes/Lots in
 Land Under
 Lots Under
 Owned or
 Production Development Option Under Option  Production Development Option Under Option
 2007 2006 2007 2006 2007 2006 2007 2006  2010 2009 2010 2009 2010 2009 2010 2009
West Coast  8,174   10,957   2,961   4,387   3,598   11,762   14,733   27,106   6,471   4,685   1,858   2,219   1,396   1,062   9,725   7,966 
Southwest  7,059   9,773   2,866   2,338   5,743   11,101   15,668   23,212   3,073   3,511   2,123   1,677   3,864   3,593   9,060   8,781 
Central  9,944   12,799   3,257   6,856   2,472   5,448   15,673   25,103   6,158   5,796   2,588   2,529   2,227   1,797   10,973   10,122 
Southeast  7,916   10,576   2,888   6,034   8,830   19,436   19,634   36,046   3,228   3,868   4,728   4,078   1,826   2,650   9,782   10,596 
                                  
Total  33,093   44,105   11,972   19,615   20,643   47,747   65,708   111,467   18,930   17,860   11,297   10,503   9,313   9,102   39,540   37,465 
                                  
 
Reflecting our geographic diversity and relatively balanced operations,operational footprint, as of November 30, 2007, 22%2010, 24% of the inventory lots we owned or controlled were located in the West Coast reporting segment, 24%23% were in the Southwest reporting segment, 24%28% were in the Central reporting segment and 30%25% were in the Southeast reporting segment.
 
The following table showspresents the dollar value of inventory we owned, in various stages of development, andor controlled under land option contracts or other agreements in our homebuilding segments as of November 30, 20072010 and 20062009 (in thousands):
 
                                                                
       Total Lots
        Total Lots
 
 Homes/Lots in
 Land Under
 Lots Under
 Owned or
  Homes/Lots in
 Land Under
 Lots Under
 Owned or
 
 Production Development Option Under Option  Production Development Option Under Option 
 2007 2006 2007 2006 2007 2006 2007 2006  2010 2009 2010 2009 2010 2009 2010 2009 
West Coast $1,020,637  $1,794,320  $192,790  $432,103  $199,396  $454,720  $1,412,823  $2,681,143  $715,979  $530,030  $82,408  $80,229  $30,766  $29,390  $829,153  $639,649 
Southwest  491,098   688,942   161,820   222,011   34,357   202,821   687,275   1,113,774   118,599   116,779   110,068   94,431   3,716   8,409   232,383   219,619 
Central  420,811   531,048   59,802   119,649   53,248   85,808   533,861   736,505   238,848   240,825   35,280   41,405   10,469   42,077   284,597   324,307 
Southeast  464,922   714,955   131,009   293,891   82,530   211,375   678,461   1,220,221   192,414   190,488   147,812   115,611   10,362   11,720   350,588   317,819 
                                  
Total $2,397,468  $3,729,265  $545,421  $1,067,654  $369,531  $954,724  $3,312,420  $5,751,643  $1,265,840  $1,078,122  $375,568  $331,676  $55,313  $91,596  $1,696,721  $1,501,394 
                                  
 
Home Construction and Sale.  Following the purchase of land and, if necessary, the completionfinishing of the entitlement process,lots, we typically begin marketing homes for sale and constructing model homes. The time required for construction of our homes depends on the weather, time of year, local labor supply, availability of materials and supplies and other factors. To minimize the costs and risks of standing inventory, we generally begin construction of a home only when we have contracteda signed purchase contract with a homebuyer. However, cancellations of home purchase contracts prior to the delivery of the underlying homes, or specific strategic considerations, may cause us to have standing inventory of completed or partially completed homes. During the present housing downturn, we have experienced more volatility in our cancellation rates than in the years immediately before the downturn began. In 2010, we built unsold homes in some communities to help increase sales before the expiration of a federal homebuyer tax credit in April. As a result, at times during the year we had slightly more standing inventory than we have had historically. Market conditions and strategic considerations will determine our standing inventory levels in 2011.
 
We act as the general contractor for the majority of our communities and hire experienced subcontractors for all production activities. The use ofOur contracts with our subcontractors enables usrequire that they comply with all laws applicable to reduce our investment in directtheir work, including labor costs, equipmentlaws, meet performance standards, and facilities. Where practical, we use mass production techniques,follow local building codes and pre-made, standardized components and materials to


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streamline the on-site production process.permits. We have also developed systemsprograms for national and regional purchasing of certain building materials, appliances and other items to take


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advantage of economies of scale and to reduce costs through improved pricing and, where available, participation in manufacturers’ or suppliers’ rebate programs. At all stages of production, our administrative and on-site supervisory personnel coordinate the activities of subcontractors and subject their work to quality and cost controls. As part of our KBnxt operational business model, we 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.
 
Backlog
 
We sell our homes under standard purchase contracts, which generally require a customerhomebuyer deposit at the time of signing. The amount of the deposit required varies among markets and communities. Homebuyers are also generally required to pay additional deposits when they select options or upgrades for their homes. Most of our saleshome purchase contracts stipulate that if a homebuyer cancels a contract with us, we have the right to retain the homebuyer’s earnest money and option or upgrade deposits. However, we generally permit customersour homebuyers to cancel their obligations and obtain refunds of all or a portion of their depositdeposits in the event mortgage financing cannot be obtained within a period of time, as specified in their contract. Since 2008, tightened residential consumer mortgage lending standards have led to higher cancellation rates than those experienced before then, and we expect these standards to continue to have a negative impact on our cancellation rates in 2011.
 
“Backlog” consists of homes that are under contract but have not yet been delivered. Ending backlog represents the number of homes in backlog from the previous period plus the number of net orders (new orders for homes less cancellations) takengenerated during the current period minus the number of homes delivered during the current period. The backlog at any given time will be affected by cancellations. In addition, deliveriesThe number of new homes typically increasedelivered has historically increased from the first to the fourth quarter in any year.
 
Our backlog at November 30, 2007,2010, excluding backlog of unconsolidated joint ventures, consisted of 6,3221,336 homes, down 40%a decrease of 37% from the 10,5752,126 homes in backlog at year-end 2006.November 30, 2009. The decrease in our backlog levels in 2010 primarily reflected our strategic decisions in the mid-2006 through 2009 time period to reduce our inventory and active community counts to align our operations with diminished housing market activity and overall lower net orders. Our backlog ratio was 68% forat November 30, 2010 represented potential future housing revenues of approximately $263.8 million, a 38% decrease from potential future housing revenues of $422.5 million at November 30, 2009, resulting primarily from the fourth quarterlower number of 2007 and 60% for the fourth quarter of 2006. (Backloghomes in backlog. Our backlog ratio, is defined as homes delivered in the quarter as a percentage of backlog at the beginning backlog inof the quarter.)quarter, was 88% for the quarter ended November 30, 2010 and 82% for the quarter ended November 30, 2009.
 
The significant decrease in backlog levels in 2007 reflected an overall decrease in net orders and lower average selling prices compared to prior years, reflecting the persistently challenging conditions in the housing market that began in 2006. Our net orders declined 13% to 19,490totaled 6,556 in 20072010, a decrease of 21% from 22,4598,341 net orders in 2006.2009. Our average cancellation rate based on gross orders was 28% in 2007 was 42%, improving from2010, compared to an average of 47%25% in 2006.2009. During the fourth quarter of 2007,2010, our net orders decreased 32%declined 25% from the corresponding quarter of 2009, primarily due to a 24% decrease in our overall average active community count, generally weak economic and housing market conditions, and tightened residential consumer mortgage lending standards. As a percentage of gross orders, our cancellation rate was 37% in the fourth quarter of 2006, reflecting decreases2010, compared to 31% in each of our reporting segments. Thethe fourth quarter 2007 cancellation rate of 58% was the same as the cancellation rate we experienced in the year-earlier quarter, and 8 percentage points higher than the 50% cancellation rate we experienced in the third quarter of 2007.2009.


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The following table sets forthtables present homes delivered, net orders and ending backlogcancellation rates (based on gross orders) by homebuilding reporting segment and with respect to our unconsolidated joint ventures for each quarter during the years ended November 30, 20072010 and 2006:2009, and our ending backlog at the end of each quarter within those years:
 
                                                
           Unconsolidated
            Unconsolidated
 West Coast Southwest Central Southeast Total Joint Ventures  West Coast Southwest Central Southeast Total Joint Ventures
Homes delivered
                                          
2007                        
2010                  
First  895   1,185   1,427   1,629   5,136   8   340   216   529   241   1,326   21 
Second  950   1,061   1,236   1,529   4,776   11   500   359   550   373   1,782   34 
Third  1,252   1,133   1,433   1,881   5,699   13   600   337   855   528   2,320   24 
Fourth  1,860   1,476   2,214   2,582   8,132   95   583   238   729   368   1,918   23 
                          
Total  4,957   4,855   6,310   7,621   23,743   127   2,023   1,150   2,663   1,510   7,346   102 
                          
2006                        
2009                  
First  1,446   1,552   1,835   1,610   6,443      351   267   447   380   1,445   23 
Second  1,579   1,813   2,183   1,827   7,402      569   241   525   426   1,761   55 
Third  1,683   1,798   2,489   1,923   7,893   4   669   314   783   474   2,240   37 
Fourth  2,505   1,848   3,106   2,927   10,386      864   380   1,016   782   3,042   26 
                          
Total  7,213   7,011   9,613   8,287   32,124   4   2,453   1,202   2,771   2,062   8,488   141 
                          
Net orders
                                          
2007                        
2010                  
First  1,467   1,108   1,333   1,836   5,744   85   429   313   715   456   1,913   19 
Second  1,673   1,437   1,903   2,252   7,265   109   608   351   796   489   2,244   27 
Third  713   604   1,370   1,220   3,907   79   335   186   556   237   1,314   16 
Fourth  679   482   660   753   2,574   9   331   157   370   227   1,085   4 
                          
Total  4,532   3,631   5,266   6,061   19,490   282   1,703   1,007   2,437   1,409   6,556   66 
                          
2006                        
2009                  
First  459   222   622   524   1,827   28 
Second  928   359   1,048   575   2,910   45 
Third  591   355   808   404   2,158   17 
Fourth  417   200   491   338   1,446   21 
             
Total  2,395   1,136   2,969   1,841   8,341   111 
             
Cancellation rates
                  
2010                  
First  17%  14%  29%  21%  22%  21%
Second  15   16   31   26   24    
Third  23   26   37   40   33    
Fourth  23   26   49   35   37   33 
             
Total  19%  19%  36%  29%  28%  10%
             
2009                  
First  1,399   1,492   2,295   1,854   7,040      26%  27%  29%  28%  28%  48%
Second  1,628   1,239   2,723   1,899   7,489      16   18   20   26   20   31 
Third  775   806   1,549   1,037   4,167   24   23   20   28   32   27   32 
Fourth  772   576   1,156   1,259   3,763   34   20   24   40   30   31   16 
                          
Total  4,574   4,113   7,723   6,049   22,459   58   21%  22%  28%  29%  25%  34%
                          
Ending backlog — homes
                                          
2007                        
2010                  
First  2,187   2,453   2,961   3,582   11,183   131   612   379   1,105   617   2,713   35 
Second  2,910   2,829   3,628   4,305   13,672   229   720   371   1,351   733   3,175   28 
Third  2,371   2,300   3,565   3,644   11,880   295   455   220   1,052   442   2,169   20 
Fourth  1,190   1,306   2,011   1,815   6,322   209   203   139   693   301   1,336   1 
                          
2006                        
2009                  
First  4,207   5,368   5,405   5,857   20,837      689   303   892   767   2,651   76 
Second  4,256   4,794   5,945   5,929   20,924    
Second (a)  1,048   421   1,419   916   3,804   62 
Third  3,348   3,802   5,005   5,043   17,198   20   970   462   1,444   846   3,722   42 
Fourth  1,615   2,530   3,055   3,375   10,575   54   523   282   919   402   2,126   37 
                          
Ending backlog — value, in thousands
                    
2007                        
First $1,054,825  $640,856  $494,429  $846,070  $3,036,180  $42,401 
Second  1,357,973   733,211   633,775   1,012,098   3,737,057   84,773 
Third  1,042,194   590,711   599,400   834,588   3,066,893   108,821 
Fourth  466,726   313,120   312,952   406,037   1,498,835   80,523 
             
2006                        
First $2,059,191  $1,690,266  $841,504  $1,455,301  $6,046,262  $ 
Second  2,200,413   1,473,792   947,562   1,499,091   6,120,858    
Third  1,726,232   1,129,899   802,950   1,295,886   4,954,967   7,748 
Fourth  819,795   708,206   487,223   811,533   2,826,757   20,292 
             


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            Unconsolidated
  West Coast Southwest Central Southeast Total Joint Ventures
Ending backlog — value, in thousands
                    
2010                        
First $193,938  $59,439  $172,068  $98,305  $523,750  $13,825 
Second  241,383   60,278   224,212   122,365   648,238   11,760 
Third  165,546   34,490   171,577   83,703   455,316   7,480 
Fourth  74,816   21,306   113,155   54,517   263,794   511 
                         
2009                        
First $214,997  $57,169  $153,538  $134,135  $559,839  $30,180 
Second (a)  334,600   72,429   228,723   161,104   796,856   24,118 
Third  293,329   75,439   218,430   146,896   734,094   15,456 
Fourth  174,445   46,135   137,271   64,645   422,496   15,577 
                         
(a)Ending backlog amounts have been adjusted to reflect the consolidation of previously unconsolidated joint ventures during the second quarter of 2009.
 
Land and Raw Materials
 
We currently own or control enough land to meet our forecasted production goals for approximately the next three to four years, andgoals. As discussed above, however, depending on market conditions we believe that we will be ablemay continue to acquire land on acceptable terms for future communities as needed.assets in 2011 or we may sell certain land or land interests. In


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fact, as discussed above, we have recently sold some of our land and abandoned options to purchase land in order to balance our holdings with diminished current and forecasted market conditions. In 2007, 2010, our land sales generated $189.0$6.3 million of revenues and $74.3$.3 million of pretax losses, including $74.8$.3 million of impairments. In 2009, our land sales generated $58.3 million of revenues and $47.9 million of losses, including $10.5 million of impairments. Our land option contract abandonments resulted in pretax, non-cashnoncash charges of $144.0$10.1 million in 2007.2010 and $47.3 million in 2009.
 
The principal raw materials used in the construction of our homes are concrete and forest products. In addition, we use a variety of other construction materials in the homebuilding process, including sheetrock and plumbing and electrical items. We attempt to maintain efficientenhance the efficiency of our operations by usingpre-made, standardized materials that are commercially available on competitive terms from a variety of sources. In addition, our centralized and/or regionalized purchasing of certain building materials, appliances and fixtures allows us to benefit from large quantity purchase discounts and, in some cases, manufacturer or supplier rebates. When possible, we makearrange for bulk purchases of these products at favorable prices from suppliersmanufacturers and often instruct subcontractors to submit bids based on these prices.suppliers.
 
Customer Financing
 
On-siteOur homebuyers may obtain mortgage financing from any lending institution of their choice. KBA Mortgage representatives on site at our communities facilitate sales by offeringoffer to arrange mortgage financing for prospective customershomebuyers through Countrywide KB Home Loans. Countrywide KB Home Loans is a retail mortgage bankingthe joint venture that we established with Countrywide in 2005. Although our customers have the choice of obtaining financing elsewhere, weventure. We believe that the ability of Countrywide KB Home LoansKBA Mortgage to offer customers a variety of financing options on competitive terms as a part of the on-site sales process is an important factor in completinghelps to complete sales.
Countrywide KB Home Loans provides mortgage banking services to our 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,FHA-insured orVA-guaranteed mortgages and mortgages funded by revenue bond programs of states and municipalities. Countrywide KB Home Loans KBA Mortgage originated loans for 72%82% of our customers who obtained mortgage financing in 20072010 and 57%84% in 2006.
Discontinued Operations
In July 2007, we sold our 49% interest in our French operations. The disposition of the French operations enables us to invest additional resources in our U.S. homebuilding operations. The sale generated total gross proceeds of $807.2 million and a pretax gain of $706.7 million ($438.1 million net of income taxes). As a result of the sale, the French operations, which had previously been presented as a separate reporting segment, are presented as discontinued operations in our consolidated financial statements. All prior period information has been reclassified to be consistent with the current period presentation.2009.
 
Employees
 
We employ a trained staff of land acquisition specialists, architects, planners, engineers, construction supervisors, marketing and sales personnel, and finance and accounting personnel, supplemented as necessary by outside consultants, who guide the development of our communities from their conception through the marketing and saledelivery of completed homes.
 
At December 31, 2007,2010, we had approximately 3,1001,300 full-time employees, in our operations, compared to approximately 5,1001,400 at December 31, 2006.2009. None of our employees are represented by a collective bargaining agreement.
 
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 homebuilding industry and housing industry ismarket are highly competitive, and we compete with numerous homebuilders ranging from regional and national firms to small local builders primarily on the basis of price, location, financing, design, reputation, quality and amenities. In addition, we compete with housing alternatives other than new homes,


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including resale homes, foreclosed and short sale homes, and rental housing. In certain markets and at times when housing demand is high, we also compete with other builders to hire subcontractors.


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During 2010, operating conditions in most U.S. housing markets remained difficult, reflecting the impact of the housing downturn and the weak economy as discussed above under “Strategy.” We believe the heightened competition for homebuyers stemming from these conditions will continue in 2011, if not intensify.
 
Financing
 
We do not generally finance the development of our communities with project financing. By “project financing,” we mean proceeds of loans specifically obtained for, or secured by, particular communities. Instead, our operations have historically been primarily funded by results of operations, public debt and equity financing, and borrowings under ouran unsecured revolving credit facility with various banksfinancial institutions (the “Credit Facility”). In 2010, however, anticipating that we would not need to borrow any funds under the Credit Facility before its scheduled maturity in November 2010, we voluntarily terminated the Credit Facility effective March 31, 2010 to eliminate the costs of maintaining it.
 
Regulation and Environmental Compliance Matters
 
As part of our due diligence process for all land acquisitions, our policy is towe often use third-party environmental consultants to investigate forpotential environmental risks and towe require disclosuredisclosures and representations and warranties from land sellers of known environmental risks. Despite these precautions,efforts, there can be no assurance that we will avoid material liabilities relating to the existence or removal of toxic wastes, site restoration, monitoring or other environmental matters affecting properties currently or previously owned or controlled by us. No estimate of any potential liabilities can be made although we may, from time to time, purchase property that requires modestus to incur environmental clean-up costs after appropriate due diligence.diligence, including, but not limited to, using detailed investigations performed by environmental consultants. In such instances, we take steps prior to acquisition to gain reasonable assurance as to the precise scope of work required and the costs associated with removal, site restoration and/or monitoring, using detailed investigations performed by environmental consultants.monitoring. To the extent contamination or other environmental issues have occurred in the past, we believe we may be ablewill attempt to recover restoration costs from third parties, such as the generators of hazardous waste, land sellers or others in the prior chain of title and/or their insurers. Based on these practices, we anticipate that it is unlikely that environmental clean-up costs will have a material effect on our future consolidated financial position or results of operations. We have not been notified by any governmental agency of any claim that any of the properties owned or formerly owned by us are identified by the U.S. Environmental Protection Agency (“EPA”)EPA as being a “Superfund” clean-up site requiring remediation, which could have a material effect on our future consolidated financial position or results of operations. Costs associated with the use of environmental consultants are not material to our consolidated financial position or results of operations.
 
Access to Our Information
 
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). We make our public SEC filings available, at no cost, through our websitehttp://kbhome.com, as soon as reasonably practicable after the report is electronically filed with, or furnished to, the SEC. We will also provide these reports in electronic or paper format free of charge upon request made to our investor relations department at investorrelations@kbhome.com or at our principal executive offices. Our SEC filings are also available to the public over the Internet at the SEC’s website at http://www.sec.gov.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.
We encourage the public to read our periodic and current reports. Copies 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.
 
Item 1A.  RISK FACTORS  
 
In addition to the risks and the challenging market conditions previously mentioned, theThe following important factors could adversely impact our business. These factors could cause our actual results to differ materially from the forward-looking and other statements (i) that we make in registration statements, periodic reports and other filings with the SEC and that we make from time to time in our news releases, annual reports and other written reports or communications, as well as oral forward-looking(ii) that we post on or make available through our website, and other statements(iii) made orally from time to time by our personnel and representatives.
 
The homebuilding industry is experiencing a prolonged and severe downturn that may continue for an indefinite period and adversely affect our business and results of operations compared to prior periods.operations.
 
In 2007,recent years, many of our served markets and the U.S. homebuilding industry as a whole continued to experiencehave experienced a significant and sustained decrease in demand for new homes and an oversupply of new and existing homes available for


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sale, conditions that generally began in 2006. In many markets,mid-2006. As a rapid increase in newresult, sincemid-2006, compared to the period from 2000 through 2005, we and existing home prices in the years leading up to and including 2006 reduced housing affordability relative to consumer incomes and tempered buyer


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demand. At the same time, investors and speculators reduced their purchasing activity and instead stepped up their efforts to sell residential property they had earlier acquired. These trends, which were more pronounced in markets that hadother homebuilders have generally experienced the greatest levels of price appreciation, resulted in overall fewer home sales and greater volatility in the cancellations of home purchase agreementscontracts by buyers,homebuyers, and faced higher inventories of unsold homes and the increased use by homebuilders, speculators, investors and others of discounts, incentives, price concessions and other marketing efforts by sellers of new and existing homes to close sales, putting downward pressure on home selling prices, revenues and profitability. These negative supply and demand trends have been exacerbated since 2008 by a number of factors, including (a) a severe and persistent downturn in general economic and employment conditions that, among other things, has further tempered consumer demand and confidence for buying homes; (b) increasing residential consumer mortgage loan foreclosure and short sales activity and sales of lender-owned homes; (c) volatility and uncertainty in 2007 comparedcredit and consumer lending markets, including from voluntary and involuntary delays by financial institutions in finalizing residential consumer mortgage loan foreclosures and increasing demands from investors for lenders, residential consumer mortgage loan brokers and other institutions, or their agents, to repurchase the past several years.residential consumer mortgage loans or securities backed by residential consumer mortgage loans that they originated, issued or administer; (d) generally tighter lending standards for residential consumer mortgage loans; and (e) the termination, expiration or scaling back of homebuyer tax credits and other government programs supportive of home sales. It is uncertain when, and to what extent, these housing industry trends and factors might reverse or improve.
 
Reflecting these demand and supply trends,this difficult operating environment, we, like many other homebuilders, have experienced a large dropto varying degrees since the housing downturn began, declines in net orders, a declinedecreases in the average selling price of new homes we have sold and a reduction in ourdelivered and reduced revenues and margins in 2007 relative to prior years. Wethe period from 2000 through 2005, and we have generated operating losses. Though we improved our operating margins and narrowed our net loss in 2010 compared to 2009, and housing affordability is currently at historically high levels overall, we can provide no assurances that the homebuilding marketindustry or our business will improve substantially or at all in the near future. In fact, we expect the weakness to2011. If economic conditions, employment, personal income growth and consumer confidence remain weak and residential consumer mortgage loan foreclosures, delinquencies and short sales continue at least through 2008 and have anrising in future periods, there would likely be a corresponding adverse effect on our business and our results of operations.operations, including, but not limited to, the number of homes we deliver, the amount of revenues we generate and our ability to achieve or maintain profitability.
Further tightening of residential consumer mortgage lending or mortgage financing requirements or further volatility in credit and consumer lending markets could adversely affect the availability of residential consumer mortgage loans for some potential purchasers of our homes and thereby reduce our sales.
Since 2008, the residential consumer mortgage lending and mortgage finance industries have experienced significant instability due to, among other things, relatively high rates of delinquencies, defaults and foreclosures on residential consumer mortgage loans and a resulting decline in their market value and the market value of securities backed by such loans. The delinquencies, defaults and foreclosures have been driven in part by persistent poor economic and employment conditions, which have negatively affected borrowers’ incomes, and by a decline in the values of many existing homes in various markets below the principal balance of the residential consumer mortgage loans secured by such homes. A number of providers, purchasers and insurers of residential consumer mortgage loans and residential consumer mortgage-backed securities have gone out of business or exited the market, and lenders, investors, regulators and others have questioned the oversight and the adequacy of lending standards for several residential consumer mortgage loan programs made available to borrowers in recent years, including programs offered or supported by the Federal Housing Administration (“FHA”), the Veterans Administration (“VA”) and the federal government sponsored enterprises, the Federal National Mortgage Association (also known as “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (also known as “Freddie Mac”). Compared to prior periods, this has led to reduced investor demand for residential consumer mortgage loans and residential consumer mortgage-backed securities, tightened credit requirements, reduced liquidity and availability of residential consumer mortgage loan products (particularly subprime and nonconforming loans), and increased down payment requirements and credit risk premiums related to home purchases. It has also led to enhanced regulatory and legislative actions, and government programs focused on modifying the principal balances, interest ratesand/or payment terms of existing residential consumer mortgage loans and preventing residential consumer mortgage loan foreclosures, which have achieved somewhat mixed results.
The reduction in the availability of residential consumer mortgage loan products and providers and tighter residential consumer mortgage loan qualifications and down payment requirements have made it more difficult for some categories of


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borrowers to finance the purchase of our homes or the purchase of existing homes from potentialmove-up buyers who wish to purchase one of our homes. Overall, these factors have slowed any general improvement in the housing market, and they have resulted in volatile home purchase cancellation rates and reduced demand for our homes and for residential consumer mortgage loans originated through our KBA Mortgage joint venture. These reductions in demand have had a materially adverse effect on our business and results of operations in 2010 that is expected to continue in 2011.
Potentially exacerbating the foregoing trends, in 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law and established several new standards and requirements (including risk retention obligations) relating to the origination, securitizing and servicing of, and consumer disclosures for, residential consumer mortgage loans. These new standards and requirements are expected to further reduce the availability ofand/or increase the costs to borrowers to obtain such loans. Federal regulators and legislators are also discussing steps that may significantly reduce the ability or authority of the FHA, Fannie Mae and Freddie Mac to purchase or insure residential consumer mortgage loans. In the last few years, the FHA, Fannie Mae and Freddie Mac have purchased or insured substantially all new residential consumer mortgage loans originated by lenders, including KBA Mortgage. Also in 2010, and as noted above, investors in residential consumer mortgage-backed securities, as well as Fannie Mae and Freddie Mac, increasingly demanded that lenders, brokers and other institutions, or their agents, repurchase the loans underlying the securities based on alleged breaches of underwriting standards or of representations and warranties made in connection with transferring the loans. These “put-back” demands are expected to continue into 2011 and, to the extent successful, could cause lenders and brokers to further curtail their residential consumer mortgage loan origination activities due to reduced liquidity. Concerns about the soundness of the residential consumer mortgage lending and mortgage finance industries have also been heightened recently due to allegedly widespread errors by lenders or brokers, or their agents, in the processing of residential consumer mortgage loan foreclosures and sales of foreclosed homes, leading to voluntary or involuntary delays and higher costs to finalize foreclosures and foreclosed home sales, and greater court and regulatory scrutiny. In addition to having a potential negative impact on the origination of new residential consumer mortgage loans, these disruptions in residential consumer mortgage loan foreclosures and lender-owned home sales may make it more difficult for us to accurately assess the supply of and prevailing prices for unsold homesand/or the overall stability of particular housing markets.
Many of our homebuyers obtain financing for their home purchases from our KBA Mortgage joint venture. Our partner, a Bank of America, N.A. subsidiary, provides the loan products that the joint venture offers to our homebuyers. If, due to higher costs, reduced liquidity, heightened risk retention obligationsand/or new operating restrictions or regulatory reforms related to or arising from compliance with the Dodd-Frank Act, residential consumer mortgage loan put-back demands or internal or external reviews of its residential consumer mortgage loan foreclosure processes, or other factors or business decisions, our partner refuses or is unable to make loan products available to the joint venture to provide to our homebuyers, our home sales and our homebuilding and financial services results of operations may be adversely affected. For instance, in the fourth quarter of 2010, stricter lending standards led to an increase in our cancellation rate compared to the fourth quarter of 2009. The degree to which this more cautious approach to providing loans to our homebuyers continues into 2011 is unclear, and we can provide no assurance that the trend of tighter residential consumer mortgage lending standards will slow or reverse in the foreseeable future.
 
Our strategies in responding to the adverse conditions in the homebuilding industry have had limited success, and the continued implementation of these and other strategies may not be successful.
 
While we have been successful in generating positive operating cash flow and reducing our inventories in 2007,since the housing downturn began, we have done so at significantly reduced gross profit levels and, until 2010, have incurred significant asset impairment charges.charges compared to the period from 2000 through 2005. Moreover, many of our strategic initiatives during the housing downturn to generate cash and improve our operating efficiency have involved lowering overhead through workforce reductions, for which we incurred significant costs, and reducing our active community count through strategic wind downs, reduced investments or market exits, curbs in development and sales of land interests. These strategic steps have resulted in our generating to varying degrees fewer net orders, homes delivered and revenues compared to periods before the housing downturn began, and have contributed to the net losslosses we have recognized in 2007. Also,recent years.
In an effort to generate higher revenues and restore and maintain our homebuilding operations’ profitability, beginning in 2007,late 2008 and continuing through 2010, we rolled out new, more flexible product designs, includingThe


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Open Series, and we continued to take steps to reduce our selling, general and administrative expenses, and to redeploy our capital into housing markets with perceived higher future growth prospects.
These integrated strategic steps helped us narrow our net losses and improve our operating margins in each quarter of 2010 compared to the corresponding year-earlier periods. However, there can be no assurance that these trends will continue in 2011 or at all, that we will successfully increase our average active community count and inventory base with desirable land assets at a reasonable cost, or that we will achieve or maintain profitability in the near future. In addition, notwithstanding our sales strategies, we continued to experience an elevated ratehave experienced volatility in our net orders and in cancellations of sales contract cancellations.home purchase contracts by buyers throughout the present housing downturn, including in 2010. We believe that the elevatedour volatile net order and cancellation ratelevels have largely reflects a decrease inreflected weak homebuyer confidence with continueddue to sustained home sales price declines, and increasesincreased offerings of sales incentives in the level of sales incentivesmarketplace for both new and existing homes, promptingtightened residential consumer mortgage lending standards, and generally poor economic and employment conditions, all of which have prompted homebuyers to forgo or delay home purchases. A more restrictiveAdditional volatility arose in 2010 with the April 30 expiration of the federal homebuyer tax credit, which likely pulled demand forward to the first two quarters of the year and led to a drop in net orders and customer traffic in the periods that followed. The relatively tight consumer mortgage lending environment and the inability of some buyershomebuyers to sell their existing homes have also led to cancellations.lower demand for new homes and to volatility in home purchase contract cancellations for us and the homebuilding industry. Many of thethese factors that affect newaffecting our net orders and cancellation rates, and the related market dynamics that put downward pressure on our average selling prices, are beyond our control. It is uncertain how long the reduced sales levelsand to what degree these factors, and the increased levelvolatility in net orders and home purchase contract cancellations we have experienced, will continue. To the extent that they do, and to the extent that they depress our average selling prices, we expect that they will have a negative effect on our business and our results of cancellations will continue.operations.
 
Our business is cyclical and is significantly affected by changes in general and local economic conditions.
 
Our businessresults of operations can be substantially affected by adverse changes in general economic or business conditions that are outside of our control, including changes in:
 
 • short- and long-term interest rates;
 
 • employment levels and job and personal income growth;
• housing demand from population growth, household formation and other demographic changes, among other factors;
• the availability and pricing of financing for homebuyers;
 
 • consumer confidence generally and the confidence of potential homebuyers in particular;
 
 • federalU.S. and global financial system and credit market stability;
• private party and government residential consumer mortgage financingloan programs, and federal and state regulation of lending and appraisal practices;
 
 • federal and state personal income tax rates and provisions, including provisions for the deduction of residential consumer mortgage loan interest payments;
• housing demand from population growthpayments and demographic changes, among other factors;expenses;
 
 • the supply of and prices for available new or existing homes (including lender-owned homes acquired through foreclosures and short sales) and other housing alternatives, such as apartments and other residential rental property;
 
 • employment levelshomebuyer interest in our current or new product designs and jobcommunity locations, and personal income growth;general consumer interest in purchasing a home compared to choosing other housing alternatives; and
 
 • real estate taxes.
 
Adverse changes in these conditions may affect our business nationally or may be more prevalent or concentrated in particular regions or localities in which we operate. In 2007, adverserecent years, unfavorable changes in many of these factors negatively affected all of our served markets, and we expect the widespread nature of the present housing downturn in the housing market to continue at least through 2008. A downturn in the economy would likely exacerbate the adverse trends the housing market experienced in 2007.
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 business.


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continue into 2011. Continued weakness in the economy, employment levels and consumer confidence would likely exacerbate the unfavorable trends the housing market has experienced since mid-2006.
Fluctuating lumber prices and shortages, as well as shortages or price fluctuations in other building materials or commodities, can have an adverse effect on our business. Similarly,Inclement weather, natural disasters, such as earthquakes, hurricanes, tornadoes, floods, droughts, fires and other environmental conditions, and labor shortages or unrestdisruptions among key trades, such as carpenters, roofers, electricians and plumbers, can delay the delivery of our homes andand/or increase our costs. Civil unrest or acts of terrorism can also have a negative effect on our business.
 
The potential difficulties described above can cause demand and prices for our homes to diminishfall or cause us to take longer and incur more costs to build our homes. We may not be able to recover these increased costs by raising prices because of market conditions and because the price of each home we sell is usually set several months before the home is delivered, as our customers typically sign their home purchase contracts before construction begins. The potential difficulties described above could causealso lead some homebuyers to cancel or refuse to honor their home purchase contracts altogether. In fact, reflectingReflecting the difficult conditions in our served markets and the impact of the termination, expiration or scaling back of homebuyer tax credits and other government programs supportive of home sales, we continued to experience elevated cancellation rateshave experienced volatility in 2007our net orders and in home purchase contract cancellations in recent years, and we may experience similar cancellation ratesor increased volatility in 2008.2011.
 
Supply shortages and other risks related to demand for building materialsand/or skilled labor could increase costs and delay deliveries.
 
TheThere is a high level of competition in the homebuilding industry is highly competitive for skilled labor and building materials. Increased costs or shortages in building materials or skilled labor could cause increases in construction costs and construction delays. We generally are unable to pass on increases in construction costs to customershomebuyers who have already entered into saleshome purchase contracts, as the salespurchase contracts generally fix the price of the home at the time the contract is signed, and may be signed well in advance of when construction commences. Further, we may not be able to pass on increases in construction costs because of market conditions. Sustained increases in construction costs may, over time, erode our margins, and pricingdue to competition for materials and skilled labor and higher commodity prices (including prices for lumber, metals and other building material inputs), among other things, may, restrict our ability to pass on any additional costs, thereby decreasingover time, decrease our margins.
 
Changes in global or regional environmental conditions and governmental actions in response to such changes may adversely affect us by increasing the costs of or restricting our planned or future residential development activities.
There is growing concern from the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases and other human activities will cause significant changes in weather patterns and increase the frequency and severity of natural disasters. An increased frequency or duration of extreme weather conditions and environmental events could limit, delayand/or increase the costs to build new homes and reduce the value of our land and housing inventory in locations that become less desirable to consumers or blocked to development. Projected climate change, if it occurs, may exacerbate the scarcity of water and other natural resources in affected regions, which could limit, prevent or increase the costs of residential development in certain areas. In addition, government mandates, standardsand/or regulations intended to mitigate or reduce greenhouse gas emissionsand/or projected climate change impacts could result in increased energy, transportation and raw material costs that make building materials less available or more expensive, or cause us to incur compliance expenses and other financial obligations to meet permitting or development- or construction-related requirements that we will be unable to fully recover (due to market conditions or other factors), and reduce our margins. As a result, climate change impacts, and laws and construction standards,and/or the manner in which they are interpreted or implemented, to address potential climate change impacts, could increase our costs and have a long-term adverse impact on our business and results of operations. This is a particular concern with respect to our West Coast reporting segment as California has instituted some of the most extensive and stringent environmental laws and residential building construction standards in the country.


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


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our earnings for abandonmentsinventory impairments or inventory impairments,land option contract abandonments, or both. Any such non-cashnoncash charges would have an adverse effect on our consolidated results of operations.operations, including our ability to achieve or maintain profitability.
 
If new home prices decline, interest rates increase or there is a downturn in the economy, someSome homebuyers may cancel their home purchases because the required deposits are small and generally refundable.
 
Our backlog numbers reflectinformation reflects the number of homes for which we have entered into a purchase contract with a customerhomebuyer, but not yet delivered the home. Our home purchase contracts typically require only a small deposit, and in many states,some circumstances, the deposit is fully refundable at any time prior to closing. If the prices for new homes decline, competitors increase their use of sales incentives, interest rates increase, the availability of residential consumer mortgage financing diminishes or there is continued weakness or a further downturn in local or regional economies or the national economy homebuyersand in consumer confidence, customers may terminate their existing home purchase contracts with us because they have been unable to


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finalize their mortgage financing for the purchase, or in order to attempt to negotiate for a lower price, or to explore other options.options or for other reasons they are unable or unwilling to complete the purchase. In 2007 and 2006,recent years, we have experienced elevated cancellation rates,volatile home purchase contract cancellations, in part because of these reasons. Additionalreasons and, as discussed above, in part due to the April 30, 2010 expiration of the federal homebuyer tax credit. To the extent they continue, volatile home purchase contract cancellations due to these conditions, or otherwise, could have an adverse effect on our business and our results of operations.
 
Our long-term success depends on the availability of improvedfinished lots and undeveloped land that meet our land investment criteria.
 
The availability of finished and partially developedfinished lots and undeveloped land for purchaseassets that meet our internal investment criteriaand marketing standards depends on a number of factors outside of our control, including land availability in general, climate conditions, competition with other homebuilders and land buyers for desirable property, credit market conditions, legal or government agency processes (particularly for land assets that are part of bankruptcy estates or are held by financial institutions taken over by government agencies), inflation in land prices, zoning, allowable housing density, our ability and the costs to obtain building permits, the amount of environmental impact fees, property tax rates and other regulatory requirements. Should suitable lots or land become less available, the number of homes we may be able to build and sell could be reduced, and the cost of attractive land could increase, perhaps substantially, which could adversely impact our results of operations.operations including, but not limited to, our margins, and our ability to maintain ownership or control of a sufficient supply of developed or developable land inventory. The availability of suitable land assets will also affect the success of the land acquisition strategy we initiated in 2010, and if we decide to reduce our acquisition of new land due to a lack of available assets that meet our standards, our ability to increase our average community count and revenues and to achieve or maintain profitability would likely be constrained.
 
Home prices and sales activity in the particular markets and regions in which we do business affect our results of operations because our business is concentrated in these markets.
 
Home selling prices and sales activity in some of our key served markets have declined from time to time for market-specific reasons, including adverse weather, high levels of foreclosures, and lack of affordability or economic contraction due to, among other things, the failure or decline of key industries and employers. If home selling prices or sales activity decline in one or more of theour key served markets, in which we operate, particularly in Arizona, California, Florida, Nevada or Texas, our costs may not decline at all or at the same rate and, as a result, our overall results of operations may be adversely affected.
 
Market conditions in the mortgage lending and mortgage finance industries deteriorated significantly in 2007, which adversely affected the availability of credit for some purchasers of our homes, reduced the population of potential mortgage customers and reduced mortgage liquidity. Further tightening of mortgage lending or mortgage financing requirements or further reduced mortgage liquidity could adversely affect the availability of credit for some purchasers of our homes and thereby reduce our sales.
During 2007, the mortgage lending and mortgage finance industries experienced significant instability due to, among other things, defaults on subprime loans and a resulting decline in the market value of such loans. In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to borrowers in recent years. This has led to reduced investor demand for mortgage loans and mortgage-backed securities, tightened credit requirements, reduced liquidity, increased credit risk premiums and regulatory actions. Deterioration in credit quality among subprime and other nonconforming loans has caused most lenders to eliminate subprime mortgages and most other loan products that do not conform to Fannie Mae, Freddie Mac, FHA or VA standards. Fewer loan products and tighter loan qualifications in turn make it more difficult for some categories of borrowers to finance the purchase of our homes or the purchase of existing homes from potentialmove-up buyers who wish to purchase one of our homes. In general, these developments have resulted in a reduction in demand for the homes we sell and have delayed any general improvement in the housing market. Furthermore, they have resulted in a reduction in demand for the mortgage loans that we originate through Countrywide KB Home Loans, our joint venture with Countrywide. These reductions in demand have had, and are expected to continue to have, a materially adverse effect on our business and results of operations in 2008.


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Many of our homebuyers obtain financing for their home purchases from Countrywide KB Home Loans. Countrywide provides the loan products that the joint venture offers to our homebuyers. If Countrywide refuses or is unable to make loan products available to the joint venture to provide to our homebuyers, our results of operations may be adversely affected.
Interest rate increases or changes in federal lending programs or regulations could lower demand for our homes.
 
Nearly all of our customers finance the purchase of their homes. In recent years,Before the housing downturn began, historically low interest rates and the increased availability of specialized residential consumer mortgage loan products, including mortgage products requiring no or low down payments, and interest-only and adjustable rate mortgages, hadadjustable-rate residential consumer mortgage loans, made homebuyingpurchasing a home more affordable for a number of customers.customers and more available to customers with lower credit scores. Increases in interest rates or decreases in the availability of residential consumer mortgage loan financing or of certain residential consumer mortgage loan products or programs may, as discussed above, may lead to fewer residential consumer mortgage loans being provided, higher down payment requirements or monthly mortgageborrower costs, or both,a combination of the foregoing, and, could thereforeas a result, reduce demand for our homes.
Increased interest rates can also hinder our ability to realize our backlog becausehomes and increase our home purchase contracts provide our customers withcontract cancellation rates.
As a financing contingency. Financing contingencies allow customers to cancel their home purchase contractsresult of the volatility and uncertainty in the event they cannot arrangecredit markets and in the residential consumer mortgage lending and mortgage finance industries since 2008, the federal government has taken on a significant role in supporting residential consumer mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase or insure residential consumer mortgage loans and residential consumer mortgage-backed securities, and its insurance of residential consumer mortgage loans through the FHA and the VA. FHA-backing of residential consumer mortgage loans has been particularly important to the residential consumer mortgage finance industry and to our business. In 2010, approximately 62% of our homebuyers (compared to approximately 63% in 2009) that chose to finance with our KBA Mortgage joint venture purchased a home using an FHA-backed loan. The availability and affordability of residential consumer mortgage loans, including interest rates for financing.
Becausesuch loans, could be adversely affected by a scaling back or termination of the availabilityfederal government’s mortgage-related programs or policies. For example, in October 2010, the FHA instituted higher mortgage insurance premiums to help address its low cash reserves and imposed new minimum credit scores and higher down payment requirements for borrowers with lower credit scores for


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


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number of federal and state statutes and regulations which, among other things, prohibit discrimination, impose various disclosure obligations, establish underwriting guidelines that include verifying prospective borrowers’ incomes and obtaining property inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts. As discussed above, the recently enacted Dodd-Frank Act imposed additional standards and obligations with respect to the origination, securitizing and servicing of residential consumer mortgage loans. A finding that we or Countrywide KB Home LoansKBA Mortgage materially violated any of the foregoing lawsand/or the additional costs it may incur in complying with such laws or to address any violations thereof could have an adverse effect on our results of operations.operations to the extent it impacts the income we earn from our equity interest in KBA Mortgage.
 
We are subject to a Consent Orderconsent order that we entered into with the Federal Trade Commission in 1979 and related Consent Decreesconsent decrees that were entered into in 1991 and 2005. Pursuant to the Consent Orderconsent order and the related Consent Decrees,consent decrees, 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 consent orderand/or the related Consent Decreesconsent decrees could result in substantial liabilities or penalties and could limit our ability to sell homes in certain markets.
 
HomebuildingThe homebuilding industry and financial serviceshousing market are very competitive, and competitive conditions could adversely affect our business or our financial results.
 
The homebuilding industry is highly competitive. Homebuilders compete not only for homebuyers, but also for desirable land assets, financing, building materials, and skilled management talent and trade labor. We compete in each of our served markets with other local, regional and national homebuilders, including those with a sales presence on the Internet, often within larger subdivisions containing portionssections designed, planned and developed by such homebuilders. TheseOther homebuilders may also have long-standing relationships with local labor, materials suppliers or land sellers in certain areas, which may provide an advantage in their respective regions or local markets. We also compete with other housing alternatives, such as existing home sales (including lender-owned homes acquired through foreclosure or short sales) and rental housing. The competitive conditions in the homebuilding industry can result in:
 
 • our delivering fewer homes delivered;homes;
 
 • our selling homes at lower selling prices;
 
 • our offering or increasing sales incentives, discounts or price concessions;concessions for our homes;
 
 • our experiencing lower profit margins;
 
 • declining newour selling fewer homes or experiencing higher home sales or increasingpurchase contract cancellations by homebuyers of their home purchase contracts with us;buyers;
 
 • impairments in the value of our inventory goodwill and other assets;
 
 • difficulty in acquiring desirable land assets that meetsmeet our land buyinginvestment return criteria, and in selling our interests in land assets that no longer meet our investment returnsuch criteria on favorable terms;
 
 • difficulty in our acquiring raw materials and skilled management and trade labor at acceptable prices; or
 
 • delays in the construction of our homes.homes; and/or
• difficulty in securing external financing, performance bonds or letters of credit facilities on favorable terms.
 
Our financial services business competes with other mortgage lenders, including national, regional and local mortgage banks and other financial institutions. Mortgage lenders with greater access to capital or different lending criteriaThese competitive conditions may be able to offer more attractive financing to potential customers.
When we are affected by these competitive conditions,adversely affect our business and financial results can be adversely affected by decreaseddecreasing our revenues, increasedimpairing our ability to successfully execute our land acquisition and land asset management strategies, increasing our costsand/or diminished diminishing growth in our local or regional homebuilding business.businesses. In the currentpresent housing downturn, in the homebuilding industry, the reactions ofactions taken by our new home and housing alternative competitors may beare reducing the effectiveness of our efforts to achieve pricing stability in home selling prices, to generate higher home sales, revenues and reducemargins, and to achieve and maintain profitability.


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Our ability to attract and retain talent is critical to the success of our inventory levels.business and a failure to do so may materially adversely affect our performance.
Our officers and employees are an important resource, and we see attracting and retaining a dedicated and talented team to execute our KBnxt operational business model as crucial to our ability to achieve and maintain an advantage over other homebuilders. We face intense competition for qualified personnel, particularly at senior management levels, from other homebuilders, from other companies in the housing and real estate industries, and from companies in various other industries with respect to certain roles or functions. Moreover, the prolonged housing downturn and the decline in the market value of our common stock during the downturn have made it relatively more difficult for us to attract and retain talent compared to the 2000 to 2005 period. In addition, we currently have a limited number of shares of our common stock available for grant as incentive compensation awards, and an inability to grant equity compensation to the same degree as other companies may adversely affect our talent recruitment and retention efforts. If we are unable to continue to retain and attract qualified employees, our performance and our ability to achieve and maintain a competitive advantage could be materially adversely affected.
 
Homebuilding is subject to warranty and liability claims in the ordinary course of business that can be significant.
 
In the ordinary course of our homebuilding business, we are subject to home warranty and construction defect claims. We record warranty and other reservesliabilities for the homes we sell based primarily on historical experience in our served markets and our judgment of the qualitative risks associated with the types of homes we build. We have, and require the majority of our subcontractors to have,maintain, general liability property, errorsinsurance (including construction defect and omissions, workersbodily injury coverage) and workers’ compensation and other business insurance. These insurance policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-insured retentions, deductibles and other coverage limits. Through our captive insurance subsidiary, we reserve forrecord expenses and liabilities based on the estimated costs required to cover our self-


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insuredself-insured retention and deductible amounts under theseour insurance policies, and for anyon the estimated costs of potential claims and lawsuits,claim adjustment expenses above our coverage limits or that are not covered by our policies. These estimated costs are based on an analysis of our historical claims which includesand include an estimate of construction defect claims incurred but not yet reported. Because of the uncertainties inherent to these matters, we cannot provide assurance that our insurance coverage, our subcontractor arrangements and our reservesliabilities will be adequate to address all our warranty and construction defect claims in the future.future, or that any potential inadequacies will not have an adverse affect on our results of operations. Additionally, the coverage offered by and the availability of general liability insurance for construction defects are currently limited and costly. There can be no assurance that coverage will not be further restricted, andincreasing our risks,and/or become more costly.
In 2009, we incurred warranty-related charges associated with the repair of homes primarily delivered in 2006 and 2007 and located in Florida that were identified as containing or suspected of containing allegedly defective drywall manufactured in China. We are continuing to review whether there are additional homes delivered in Florida or other locations that contain or may contain this drywall material. Based on the results of our review, we have not identified homes outside of Florida that contain this drywall material. Depending on the outcome of our review and our actual claims experience, we may incur additional warranty-related costs and increase our warranty liability in future periods. In addition, we have been named as a defendant in lawsuits relating to this drywall material, and we may in the future be subject to other similar litigation or claims that could cause us to incur significant costs.
 
Because of the seasonal nature of our business, our quarterly operating results fluctuate.
 
We have experienced seasonal fluctuations in our quarterly operating results. We typically do not commence significant construction on a home before a home purchase contract has been signed with a homebuyer. Historically, a significant percentage of our home purchase contracts are entered into in the spring and summer months, and we deliver a corresponding significant percentage of our deliveries occurhomes in the fall and winter months. Construction of our homes typically requires approximately three to four months and weather delays that often occur in late winter and early spring may extend this period. As a result of these combined factors, we historically have experienced uneven quarterly results, with lower revenues and operating income generally during the first and second quarters of the year. However,During the increasingly challenging market conditionspresent housing downturn, however, we have experienced in 2007 resulted in lower sales in the spring and summer months and correspondingly lower deliveriesfewer homes delivered in the fall and winter months as compared to 2006.the period from 2000 through 2005. Moreover, our normal selling patterns were disrupted to a significant extent in 2010 by the federal homebuyer tax credit that was made


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available to qualifying homebuyers until April 30. The increased demand driven by the federal tax homebuyer credit in early 2010 resulted in our delivering more homes in the third quarter of 2010 and experiencing lower net orders and higher home purchase contract cancellations in our third and fourth quarters, in each case compared to a more typical seasonal pattern. With the current difficult market conditions expected to continue through at least 2008,into 2011, and the expiration of the federal homebuyer tax credit, we can make no assurances that our normalhistorical seasonal patterns will occurreturn in the near future.future if at all.
 
Failure to comply with the covenants and conditions imposed by the agreements governing our indebtedness could restrict future borrowing or cause our debt to become immediately due and payable.
 
Our Credit Facility and the indenturesThe indenture governing our outstanding senior and senior subordinated public notes imposeimposes restrictions on our business operations and activities. The most significant restrictions relateThough it does not contain any financial maintenance covenants, the indenture contains certain restrictive covenants that, among other things, limit our ability to limits on investments, cash dividends, stock repurchasesincur secured indebtedness, to engage in sale-leaseback transactions involving property or assets above a specified value, and, other restricted payments, incurrenceas in the case of indebtedness, creationone of liensour outstanding senior notes, to engage in mergers, consolidations, and asset dispositions, and require maintenancesales of a maximum debt to equity (or leverage) ratio, a minimum interest coverage ratio, and a minimum level of tangible net worth.assets. If we fail to comply with these restrictions, or covenants, the holders of those debt instruments or the banks, as appropriate,our senior notes could cause our debt to become due and payable prior to maturity or could demand that we compensate them for waiving instances of noncompliance. In addition, a default under the indenture for any series of our senior notes or our Credit Facility could cause a default with respect to our other senior notes or the Credit Facility, as the case may be, and result in the acceleration of the maturity of all such defaulted indebtedness and our inability to borrow under the Credit Facility. Moreover, we may curtail our investment activities and other uses of cash to maintain compliance with these restrictions and covenants.indebtedness.
 
Our leverageWe participate in certain unconsolidated joint ventures where we may place burdensbe adversely impacted by the failure of the unconsolidated joint venture or the other partners in the unconsolidated joint venture to fulfill their obligations.
We have investments in and commitments to certain unconsolidated joint ventures with unrelated strategic partners to acquire and develop land and, in some cases, build and deliver homes. To finance these activities, our unconsolidated joint ventures often obtain loans from third-party lenders that are secured by the unconsolidated joint venture’s assets. In certain instances, we and the other partners in an unconsolidated joint venture provide guarantees and indemnities to lenders with respect to the unconsolidated joint venture’s debt, which may be triggered under certain conditions when the unconsolidated joint venture fails to fulfill its obligations under its loan agreements. Because we do not have a controlling interest in these unconsolidated joint ventures, we depend heavily on the other partners in each unconsolidated joint venture to both (a) cooperate and make mutually acceptable decisions regarding the conduct of the business and affairs of the unconsolidated joint venture and (b) ensure that they, and the unconsolidated joint venture, fulfill their respective obligations to us and to third parties. If the other partners in our unconsolidated joint ventures do not provide such cooperation or fulfill these obligations due to their financial condition, strategic business interests (which may be contrary to ours), or otherwise, we may be required to spend additional resources (including payments under the guarantees we have provided to the unconsolidated joint ventures’ lenders) and suffer losses, each of which could be significant. Moreover, our ability to complyrecoup such expenditures and losses by exercising remedies against such partners may be limited due to potential legal defenses they may have, their respective financial condition and other circumstances.
As discussed below under “Part I — Item 3. Legal Proceedings,” we are currently a party to an involuntary bankruptcy case initiated by the lenders to one of these unconsolidated joint ventures, which includes seeking to enforce a guarantee. An unfavorable outcome in this case could have a material adverse effect on our consolidated financial position and results of operations.
The downturn in the housing market and the continuation of the disruptions in the credit markets could limit our ability to access capital and increase our costs of capital or stockholder dilution.
We have historically funded our homebuilding and financial services operations with internally generated cash flows and external sources of debt and equity financing. However, during the present housing downturn, we have relied primarily on the positive operating cash flow we have generated to meet our working capital needs and repay outstanding indebtedness. While we generated positive operating cash flow in recent years, principally through the receipt of federal income tax refunds, and from home and land sales and our efforts to reduce our overhead and operating expenses, the persistent weakness in the housing markets and the disruption in the credit markets since 2008 have reduced the availability and increased the costs to us of other sources of liquidity.


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Market conditions may significantly limit our ability to replace or refinance indebtedness, particularly due to the lowering of our senior debt ratings by the three principal nationally recognized registered credit rating agencies, as discussed further below. The terms of potential future issuances of indebtedness by us may be more restrictive than the terms governing our current indebtedness, and the issuance, interest and debt service expenses may be higher. Moreover, due to the deterioration in the credit markets and the uncertainties that exist in the general economy and for homebuilders in particular, we cannot be certain that we would be able to replace existing financing or secure additional sources of financing, if necessary, on terms satisfactory to us or at all. In addition, the significant decline in our stock price since 2006, the ongoing volatility in the stock markets and the reduction in our stockholders’ equity relative to our debt could also impede our access to the equity markets or increase the amount of dilution our stockholders would experience should we seek or need to raise capital through issuance of equity.
While we believe we can meet our forecasted capital requirements from our cash resources, expected future cash flow and the sources of financing that we anticipate will be available to us, we can provide no assurance that we will be able to do so, particularly if current difficult housing or credit market or economic conditions continue or deteriorate further. The effects on our business, liquidity and financial results of these conditions could be material and adverse to us.
We may not realize our deferred income tax assets. In addition, our net operating loss carryforwards could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.
Since the end of our 2007 fiscal year, we have generated significant net operating losses (“NOLs”), and we may generate additional NOLs in 2011. Under federal tax laws, we can use our NOLs (and certain related tax credits) to reduce our future taxable income for up to 20 years, after which they expire for such purposes. Until they expire, we can carry forward our NOLs (and certain related tax credits) that we do not use in any particular year to reduce our taxable income in future years, and we have recorded a valuation allowance against net deferred tax assets representing the NOLs (and certain related tax credits) that we have generated but have not yet realized. At November 30, 2010, we had net deferred tax assets totaling $772.2 million against which we have provided a valuation allowance of $771.1 million. Our ability to realize our net deferred tax assets is based on the extent to which we generate profits and we cannot provide any assurances as to when and to what extent we will generate future taxable income to realize our net deferred tax assets, whether in whole or in part.
In addition, the benefits of our NOLs, built-in losses and tax credits would be reduced or eliminated if we experience an “ownership change,” as determined under Internal Revenue Code Section 382 (“Section 382”). A Section 382 ownership change occurs if a stockholder or a group of stockholders who are deemed to own at least 5% of our common stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. If an ownership change occurs, Section 382 would impose an annual limit on the amount of NOLs we can use to reduce our taxable income equal to the product of the total value of our outstanding equity immediately prior to the ownership change (reduced by certain items specified in Section 382) and the federal long-term tax-exempt interest rate in effect for the month of the ownership change. A number of complex rules apply to calculating this annual limit.
While the complexity of Section 382’s provisions and the limited knowledge any public company has about the ownership of its publicly-traded stock make it difficult to determine whether an ownership change has occurred, we currently believe that an ownership change has not occurred. However, if an ownership change were to occur, the annual limit Section 382 may impose could result in a material amount of our NOLs expiring unused. This would significantly impair the value of our NOLs and, as a result, have a negative impact on our consolidated financial position and results of operations.
In 2009, our stockholders approved an amendment to our restated certificate of incorporation that is designed to block transfers of our common stock that could result in an ownership change, and a rights agreement pursuant to which we have issued certain stock purchase rights with terms designed to deter transfers of our common stock that could result in an ownership change. However, these measures cannot guarantee complete protection against an ownership change and it remains possible that one may occur.


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We have a substantial amount of indebtedness in relation to our tangible net worth, which may restrict our ability to operatemeet our operational and may prevent us from fulfilling our obligations.strategic goals.
 
As of November 30, 2010, we had total outstanding debt of approximately $1.78 billion and total stockholders’ equity of approximately $631.9 million. The amount of our debt could have important consequences. For example, it could:
 
 • limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other requirements;business needs;
• limit our ability to renew or, if necessary or desirable, expand the capacity of our letter of credit facilities, and to obtain performance bonds in the ordinary course of our business;
 
 • require us to dedicate a substantial portion of our cash flow from operations to the payment of our debt and reduce our ability to use our cash flow for other purposes;
 
 • impact our flexibility in planning for, or reacting to, changes in our business;
 
 • place us at a competitive disadvantage because we have more debt than some of our competitors; and
 
 • make us more vulnerable in the event of continued weakness or a further downturn in our business or in general economic or housing market conditions.
 
Our ability to meet our debt service and other obligations will depend uponon our future performance. Our business is substantially affected by changes in economic cycles. Our revenues, earnings and cash flows vary with the level of general economic activity and competition in the markets in which we operate. Our business could also be affected by financial, political, regulatory, environmental and other factors, many of which are beyond our control. Changes in prevailing interest rates may also affect our ability to meet our debt service obligations because borrowings under our Credit Facility bear interest at floating rates. A higher interest rate on our debt could adversely affect our operating results.


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Our business may not generate sufficient cash flow from operations and borrowingsexternal financing may not be available to us under our Credit Facility in an amount sufficient to paymeet our debt service obligations, fulfill the financial or operational guaranteesobligations we may have provided forunder certain unconsolidated joint venture transactions, support our letter of credit facilities (including ourcash-collateralized letter of credit facilities with various financial institutions (the “LOC Facilities”)), or to fund our other liquidity or operational needs. Should this occur,Further, if a change of control occurs as defined in the indenture governing our $265.0 million of 9.1% senior notes due 2017 (the “$265 Million Senior Notes”), we would be required to offer to purchase these notes (but not our other outstanding senior notes) at 101% of their principal amount, together with all accrued and unpaid interest, if any. If we are unable to generate sufficient cash flow from operations or have external financing available to us, we may need to refinance all or a portion of our debt obligations on or before maturity, which we may not be able to do on favorable terms or at all.all, or raise capital through equity issuances that would dilute existing stockholders’ interests.
 
Our ability to obtain external financing could be adversely affected by a negative change in our credit rating by a third-party rating agency.
Our ability to access external sources of financing on favorable terms is a key factor in our ability to fund our operations and to grow our business. As of the date of this report, our credit rating by Fitch Ratings is BB-, with a stable outlook, and our credit rating by Moody’s Investor Services is B1, with a negative outlook. On July 16, 2010, Standard and Poor’s Financial Services lowered our credit rating to B+ from BB-, though it upgraded its outlook from negative to stable. Further downgrades of our credit rating by any of these principal nationally recognized registered credit rating agencies may make it more difficult and costly for us to access external financing.
We may have difficulty in continuing to obtain the additional financing required to operate and develop our business.
 
Our homebuilding operations require significant amounts of cashand/or available credit. the availability of external financing. While we terminated the Credit Facility in 2010, we established LOC Facilities in order to support certain aspects of our operations in the ordinary course of our business, including our acquisition of land assets and our development of communities. We anticipate that we will need to maintain these facilities in 2011, and, if necessary or desirable, we may in the future seek to expand their capacity or enter into additional such facilities. It is not possible to predict the future


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terms or availability of additional capital.external capital or for maintaining or, if necessary or desirable, expanding the capacity of the LOC Facilities or entering into additional such facilities. Moreover, our outstanding public debt and the Credit Facilitysenior notes contain provisions that may restrict the amount and nature of debt we may incur in the future. The Credit Facility limits our ability to borrow additional funds by placing a maximum cap on our leverage ratio. Under the most restrictive of these provisions, at November 30, 2007, we would have been permitted to incur up to $3.56 billion of total consolidated indebtedness, as defined in the Credit Facility. This maximum amount exceeded our actual total consolidated indebtedness at November 30, 2007 by $2.68 billion. In addition, the Credit Facility limits our ability to borrow senior indebtedness, as defined in the Credit Facility, subject to a specified borrowing base. At November 30, 2007, we would have been permitted to incur up to $3.32 billion of senior indebtedness under the Credit Facility. This maximum amount exceeded our actual total senior indebtedness at November 30, 2007 by $1.66 billion. There can be no assurance that we can actually borrow up to these maximum amounts of total consolidated indebtedness or senior indebtedness at any time, as our ability to borrow additional funds, and to raise additional capital through other means, alsoor successfully maintain or, if necessary or desirable, expand the capacity of the LOC Facilities or enter into additional such facilities, each of which depends, among other factors, on conditions in the capital markets and our perceived credit worthiness.worthiness, as discussed above. If conditions in the capital markets change significantly, it could reduce our ability to generate sales and may hinder our future growth and results of operations. Potential federal and state regulations limiting the investment activities of financial institutions, including regulations that have been or may be issued under the recently enacted Dodd-Frank Act, could also impact our ability to obtain additional financing and to maintain or, if necessary or desirable, expand the LOC Facilities or enter into additional such facilities, in each case on favorable terms or at all.
 
WeOur results of operations could be adversely affected if we are involved in government investigations and litigation relatingunable to our past stock option grant practices.obtain performance bonds.
 
The SECIn the course of developing our communities, we are often required to provide to various municipalities and other government agencies performance bonds to secure the completion of our projects and to support similar development activities by certain of our unconsolidated joint ventures. Our ability to obtain such bonds and the U.S. Departmentcost to do so depend on our credit rating, overall market capitalization, available capital, past operational and financial performance, management expertise and other factors, including prevailing surety market conditions, which tightened in 2010 with certain providers exiting the market or substantially reducing their issuances of Justice (“DOJ”)performance bonds, and the underwriting practices and resources of performance bond issuers. If we are conducting investigations into our stock option grant practices. In addition, shareholder derivative lawsuits have been filed in California state and federal courts relatingunable to our stock option grant practices. It is possible that additional lawsuitsobtain performance bonds when required or the cost or operational restrictions or conditions imposed by issuers to obtain them increases significantly, we may not be able to develop or we may be filed. The investigationssignificantly delayed in developing a community or communitiesand/or we may incur significant additional expenses, and, lawsuits have resultedas a result, our consolidated financial position, results of operations, cash flowsand/or liquidity could be adversely affected.
Changes in and will continueaccounting standards could affect our reported financial results.
New accounting standards or interpretations of existing standards that may become applicable to result in, substantial legal and professional fees, and will continue to occupy our time and attention. An adverse outcome to the investigations or one or more of the lawsuits mayus could have a negativesignificant effect on our business and ourreported results of operations.operations, and may also cause us to incur significant additional expenses in order to comply with them.
Item 1B.  UNRESOLVED STAFF COMMENTS  
 
None.
 
Item 2.  PROPERTIES  
 
We lease our corporate headquarters in Los Angeles, California. Our homebuilding division offices except(except for our San Antonio, Texas office,office) and our KB Home Studios are located in leased space in the markets where we conduct business. Our homebuilding operations inWe own the premises for our San Antonio Texas are principally conducted from premises that we own.office.
 
We believe that such properties, including the equipment located therein, are suitable and adequate to meet the requirementsneeds of our businesses.
 
Item 3.  LEGAL PROCEEDINGS  
 
DerivativeSouth Edge, LLC Litigation
 
On July 10, 2006,December 9, 2010, certain lenders to South Edge, LLC, a shareholder derivative action,Nevada limited liability company (“South Edge”) filed a Chapter 11 involuntary bankruptcy petition in the United States Bankruptcy Court, District of Nevada,WildtJPMorgan Chase Bank, N.A. v. Karatz, et alSouth Edge, LLC (CaseNo. 10-32968-bam). KB HOME Nevada Inc., was filedour wholly-owned subsidiary, is a member of South Edge together with other unrelated homebuilders and a third-party property development firm. KB HOME Nevada Inc. holds a 48.5% interest in Los Angeles Superior Court. On August 8, 2006,South Edge. The involuntary bankruptcy petition alleges that South Edge failed to undertake certain development-related activities and to repay amounts due on secured loans that the petitioning lenders (as part of a virtually identical shareholder derivative lawsuit,Davidson v. Karatz, et al., was also filedlending syndicate) made to South Edge in Los Angeles Superior Court. These actions, which ostensibly are brought on our behalf, allege, among other things, that defendants (various of our current2004 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 executives2007, totaling $585.0 million in violation of our shareholder-approved stock option plans. Defendants have not yet responded to the complaints. On January 22, 2007, the Court entered an order, pursuant to an agreement among the parties and us, providing, among other things, that, to preserve theinitial aggregate principal amount (the


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status quo without prejudicing any party’s substantive rights, our former Chairman“Loans”). At November 30, 2010, the outstanding principal balance of the Loans was approximately $328.0 million. The Loans were used by South Edge to partially finance the purchase and Chief Executive Officer shall not exercise anydevelopment of his outstanding options, at any price, during the period in which the order is in effect. Pursuant to further stipulated orders, these terms remain in effect and are now scheduled to expire on February 1, 2008, unless otherwise agreed in writing.underlying property for a residential community located near Las Vegas, Nevada. The plaintiffs have 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. The parties may extend the agreement that options will not be exercised by our former Chairman and Chief Executive Officer beyond the current February 1, 2008 expiration date.
On August 16, 2006, a shareholder derivative lawsuit,Redfield v. Karatz, et al., was filed in the United States District Courtpetitioning lenders for the Central District of California. On August 31, 2006, a virtually identical shareholder derivative lawsuit,Staehr v. Karatz, et al.involuntary bankruptcy — JPMorgan Chase Bank, N.A., wasWells Fargo Bank, N.A. and Crédit Agricole Corporate and Investment Bank — 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 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. UnlikeWildt andDavidson, however, these lawsuits also include substantive claims under the federal securities laws. On January 9, 2007, plaintiffs filed a consolidated complaint. All defendants filed motions to dismissappoint a Chapter 11 trustee for South Edge, and have asserted that, among other actions, the complaint on April 2, 2007. Subsequently, plaintiffstrustee can enforce alleged obligations of the South Edge members to purchase land parcels from South Edge resulting in repayment of the Loans. On January 6, 2011, South Edge filed a motion for partial summary judgmentthe court to dismiss or to abstain from the involuntary bankruptcy petition, and the court scheduled a trial that commenced on January 24, 2011 and is planned to continue until no later than February 4, 2011. The exact timing of the court’s decision on the motion is uncertain.
We, KB HOME Nevada Inc., and the other South Edge members and their respective parent companies each provided certain guaranties to the lenders in connection with the Loans, including a limited several guaranty that, by its terms, purports to guarantee the repayment to the lenders of the Loans certain amounts, including principal and interest, if an involuntary bankruptcy petition is filed against South Edge that is not dismissed within 60 days or for which an order approving relief under bankruptcy law is entered (the “Springing Repayment Guaranty”). If our Springing Repayment Guaranty were enforced, our maximum potential responsibility at November 30, 2010 would have been approximately $180.0 million in aggregate principal amount, plus a potentially significant amount for accrued and unpaid interest and attorneys’ fees in respect of the Loans. This potential Springing Repayment Guaranty obligation, however, does not account for any offsets or defenses that could be available to us to prevent or minimize the impact of its enforcement, or any reduction in the principal balance of the Loans arising from purchases of land parcels from South Edge under authority potentially given to a Chapter 11 trustee (as described above) or otherwise.
The petitioning lenders previously filed a lawsuit in December 2008 against the South Edge members and their respective parent companies (including us and KB HOME Nevada Inc.) (JP Morgan Chase Bank, N.A. v. KB HOME Nevada, et al., U.S. District Court, District of Nevada (CaseNo. 08-CV-01711 PMP)) (the “Lender Litigation”). The Lender Litigation, which, among other things, is seeking to enforce completion guaranties and also to force the South Edge members (including KB HOME Nevada Inc.) to purchase land parcels from and to provide certain financial and other support to South Edge, has been stayed pending the outcome of the involuntary bankruptcy petition. If the involuntary bankruptcy petition is dismissed, we expect the Lender Litigation to resume.
A separate arbitration proceeding was also commenced in May 2009 to address one South Edge member’s claims for specific performance by the other members and their respective parent companies to purchase land parcels from and to make certain capital contributions to South Edge and, in the alternative, damages. On July 6, 2010, the arbitration panel issued a decision denying the specific performance claims and awarding to the claimant total damages of approximately $37.0 million against all of the defendants. PursuantThe parties involved have appealed the arbitration panel’s decision to stipulated orders, the motions to dismiss and the motion for partial summary judgment have been taken off calendar to permit the parties to explore settlement via mediation. The latest order provides that unless otherwise agreed to by the parties or order by the court, the motions shall be back on calendar as of late March 2008. Discovery has not commenced.
Government Investigations
In August 2006, we announced that we had received an informal inquiry from the SEC relating to our stock option grant practices. In January 2007, we were informed that the SEC is conducting a formal investigation of this matter. The DOJ is also looking into these practices but has informed KB Home that it is not a target of this investigation. We have cooperated with these government agencies and intend to continue to do so.
ERISA Litigation
A complaint dated March 14, 2007 in an action brought under Section 502 of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1132,Bagley et al., v. KB Home, et al., was filed in the United States District CourtCourts of Appeal for the Central District of California. The actionNinth Circuit,Focus South Group, LLC, et al. v. KB HOME Nevada Inc, et al., (CaseNo. 10-17562), and the case is brought against us, our directors, and certain of our current and former officers. Plaintiffs allege that they are bringingpending. If the action on behalf of all participants in the KB Home 401(k) Savings Plan (the “401(k) Plan”). Plaintiffs allege that the defendants breached fiduciary duties owed to members of the 401(k) Plan by virtue of issuing backdated option grants and failing to disclose this information to the 401(k) Plan participants. Plaintiffs claim that this conduct unjustly enriched certain defendants to the detriment of the 401(k) Plan and its participants, and caused the 401(k) Plan to invest in our securities at allegedly artificially inflated prices. The action purports to assert three causes of action for various alleged breaches of fiduciary duty. We have filed a motion to dismiss all claims alleged against us. The Court heard oral argumentappeal on the motion on November 19, 2007, after whichdamages awarded by the Court took the motion under submission. The Court has not yet ruled on the motion, and becausearbitration panel is denied, KB HOME Nevada Inc. will be responsible for a share of the pendency of the motion, no discovery has been taken in the action.those damages.
 
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 pollution 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 DOJ tentatively asserted that certain regulatory requirements applicable to storm water discharges had 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 haveWhile there are defenses to the claimsabove legal proceedings, the ultimate resolution of these matters and the timing of such resolutions are uncertain and involve multiple factors. Therefore, a meaningful range of potential outcomes cannot be reasonably estimated at this time. If unfavorable outcomes were to occur, however, there is a possibility that we could incur significant losses in excess of amounts accrued for these matters that could have been asserteda material adverse effect on our consolidated financial position and are exploring with the EPA, DOJ and other homebuilders methodsresults of resolving the matter. To resolve the matter, the DOJ will want us to pay civil penalties and sign a consent decree affecting our storm water pollution practices at construction sites.operations.


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Other Matters
 
We are also involved in litigation and governmentalgovernment proceedings incidental to our business. These casesproceedings are in various procedural stages and, based on reports of counsel, we believe as of the date of this report that provisions or reservesaccruals made for any potential losses (to the extent estimable) are adequate and that any liabilities or costs arising out of currently pending litigation shouldthese proceedings are not likely to have a materially adverse effect on our consolidated financial position or results of operations. The outcome of any of these proceedings, however, is inherently uncertain, and if unfavorable outcomes were to occur, there is a possibility that they could, individually or in the aggregate, have a materially adverse effect on our consolidated financial position or results of operations.
 
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSREMOVED AND RESERVED
No matters were submitted during the fourth quarter of 2007 to a vote of security holders, through the solicitation of proxies or otherwise.


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EXECUTIVE OFFICERS OF THE REGISTRANT
 
The following sets forthtable presents certain information regarding our executive officers as of December 31, 2007:2010:  
 
                   
       Year
  Years
    
       Assumed
  at
 Other Positions and Other
  
     Present Position at
 Present
  KB
 Business Experience within the
  
Name 
Age
  December 31, 2007 
Position
  
Home
 Last Five Years (a) 
From – To
 
Jeffrey T. Mezger  52  President and Chief
Executive Officer (b)
  2006   14  Executive Vice President and Chief Operating Officer 1999-2006
                  
Domenico Cecere  58  Executive Vice President and
Chief Financial Officer
  2007    6  Senior Vice President and Chief Financial Officer 2002-2006
                  
Wendy C. Shiba  57  Executive Vice President, General Counsel and Secretary  2007   1  Senior Vice President, Chief Legal Officer and Secretary, Polyone Corporation (specialized polymer materials, services and solutions) 2006-2007
                Vice President, Chief Legal Officer and Secretary, Polyone Corporation 2001-2006
                  
Glen Barnard  63  Senior Vice President, KBnxt Group  2006   9  Regional General Manager (c) 2004-2006
                Chief Executive Officer, Constellation Real Technologies (real estate consortium) 2001-2003
                   
                  
William R. Hollinger  49  Senior Vice President and  2007   20  Senior Vice President and Controller 2001-2006
        Chief Accounting Officer            
                   
                  
Kelly Masuda  40  Senior Vice President and
Treasurer
  2005   4  Senior Vice President, Capital Markets and Treasurer 2005
                Vice President, Capital Markets and Treasurer 2003-2005
                Director, Credit Suisse First Boston (investment bank) 2000-2002
                   
                  
John Staines  45  Senior Vice President, Human Resources  2007   1  Senior Vice President, Human Resources, DaVita, Inc. (kidney dialysis center operator) 2006
                Vice President, Human Resources, Global Supply Chain, The Gap Inc. (clothing retailer) 2004-2006
                Vice President, Human Resources, Mattel, Inc. (toy manufacturer) 2001-2004
                   
      Year
 Years
    
      Assumed
 at
 Other Positions and Other
  
      Present
 KB
 Business Experience within the
  
Name Age Present Position Position Home Last Five Years (a) From – To
 
Jeffrey T. Mezger  55  President and Chief
Executive Officer (b)
  2006   17  Executive Vice President and Chief Operating Officer 1999-2006
                  
Jeff J. Kaminski  49  Executive Vice President and
Chief Financial Officer
  2010     Senior Vice President, Chief Financial Officer and Strategy Board member, Federal-Mogul Corporation (a global supplier of automotive powertrain and safety technologies) 2008-2010
                Senior Vice President, Global Purchasing and Strategy Board Member, Federal-Mogul Corporation 2005-2008
                  
Brian J. Woram  50  Executive Vice President, General Counsel and Secretary  2010     Senior Vice President and Chief Legal Officer, H&R Block, Inc. (a provider of tax, banking and business and consulting services) 2009-2010
                Senior Vice President, Chief Legal Officer and Chief Compliance Officer, Centex Corporation (a homebuilder and provider of mortgage banking services) 2005-2009
                  
Glen W. Barnard  66  Senior Vice President, KBnxt Group  2006   12  Regional General Manager 2004-2006
                  
William R. Hollinger  52  Senior Vice President and  2007   23  Senior Vice President and Controller 2001-2006
        Chief Accounting Officer            
                  
Thomas F. Norton  40  Senior Vice President, Human Resources  2009   2  Chief Human Resources Officer, BJ’s Restaurants, Inc. (an owner and operator of national full service restaurants) 2006-2009
                Senior Vice President of Human Resources, American Golf Corporation (a worldwide golf course management firm) 2003-2006
                   
(a)  All positions described were with us, unless otherwise indicated.
 
(b)  Mr. Mezger has served as a director since 2006.
 
(c)  Mr. Barnard was a senior executive with us from 1996-2001, and rejoined us in 2004.
There is no family relationship between any of our executive officers or between any of our executive officers and any of our directors.


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PART II
 
Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
As of December 31, 2007,2010, there were 880775 holders of record of our common stock. Our common stock is traded on the New York Stock Exchange under the ticker symbol “KBH.” The following table sets forth,presents, for the periods indicated, the price ranges of our common stock:stock, and cash dividends declared and paid per share:
 
                                
 Year Ended November 30, 2010 Year Ended November 30, 2009
                     Dividends
 Dividends
     Dividends
 Dividends
 2007 2006  High Low Declared Paid High Low Declared Paid
 High Low High Low 
                        
First Quarter $56.08  $47.69  $81.99  $64.80  $17.30  $12.54  $.0625  $.0625  $16.38  $8.70  $.0625  $.0625 
Second Quarter  50.90   40.89   69.10   50.40   20.13   14.07   .0625   .0625   19.61   7.85   .0625   .0625 
Third Quarter  47.57   28.00   52.65   37.89   14.41   9.43   .0625   .0625   19.00   11.15   .0625   .0625 
Fourth Quarter  31.69   18.44   52.18   38.66   13.16   10.28   .0625   .0625   20.70   13.37   .0625   .0625 
 
We paid quarterly cash dividends of $.25 per common share in 2007 and 2006.
 
The declaration and payment of cash dividends on shares of our common stock, whether at current levels or at all, are at the discretion of our board of directors, and depend upon, among other things, our expected future earnings, cash flows, capital requirements, debt structure and adjustments thereto, operational and financial investment strategy and our general financial condition, andas well as general business conditions. In addition, debt instruments to which we are a party contain restrictions on the payment of cash dividends. Based on the most restrictive of these provisions, $283.2 million was available for payment of cash dividends at November 30, 2007.
 
The description of our equity compensation plans required by Item 201(d) of Regulation S-K is incorporated herein by reference to Part“Part III — Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersMatters” of this Form 10-K.report.
 
The following table summarizes our purchasesWe did not repurchase any of our own equity securities during the three months ended November 30, 2007:
              
         Maximum
         Number of Shares
       Total Number of
 That May Yet be
       Shares Purchased as
 Purchased
  Total Number
 Average
  Part of Publicly
 Under the
  of Shares
 Price Paid
  Announced
 Plans or
Period
 Purchased per Share  Plans or Programs Programs
 
September 1 - 30   $     4,000,000
October 1 - 31  73,049  27.19     4,000,000
November 1 - 30         4,000,000
              
Total  73,049 $  27.19      
              
On December 8, 2005, our boardfourth quarter of directors authorized a 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. At November 30, 2007, we were authorized to repurchase four million shares under this share repurchase program. During the three months ended November 30, 2007, no shares were repurchased pursuant to this share repurchase program. The 73,049 shares purchased during the three months ended November 30, 2007 were previously issued shares delivered to us by employees to satisfy withholding taxes on the vesting of restricted stock awards. These transactions are not considered repurchases pursuant to the share repurchase program.2010.


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Stock Performance Graph
 
The graph below compares the cumulative total return of KB Home common stock, the S&P 500 Index, the S&P Homebuilding Index and the Dow Jones Home Construction Index and the S&P 500 Index for the last five year-end periods ended November 30.
 
Comparison of Five-Year Cumulative Total Return
Among KB Home, S&P 500 Index, S&P Homebuilding
Index and Dow Jones Home Construction Index and S&P 500 Index
 
 
The above graph is based on the KB Home common stock and index prices calculated as of the last trading day before December 1st of the year-end periods presented. OurAs of November 30, 20072010, the closing price of KB Home common stock price on the New York Stock Exchange was $20.89$11.30 per share. On December 31, 2007,2010, our common stock closed at $21.60$13.49 per share. The performance of our common stock depicted in the graphs above represents past performance only and is not indicative of future performance. Total return assumes $100 invested at market close on November 30, 20022005 in KB Home common stock, the S&P 500 Index, the S&P Homebuilding Index and the Dow Jones Home Construction Index and the S&P 500 Index including reinvestment of dividends.


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Item 6.  SELECTED FINANCIAL DATA
 
The data in this table should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and the Notes theretothereto. Both are included later in this report.
 
KB HOME
SELECTED FINANCIAL INFORMATION
(In Thousands, Except Per Share Amounts)
 
                                        
 Years Ended November 30,  Years Ended November 30, 
 2007 2006 2005 2004 2003  2010 2009 2008 2007 2006 
Homebuilding:                                        
Revenues $6,400,591  $9,359,843  $8,123,313  $5,974,496  $4,870,522  $1,581,763  $1,816,415  $3,023,169  $6,400,591  $9,359,843 
Operating income (loss)  (1,358,335)  570,316   1,188,935   637,229   469,426   (16,045)  (236,520)  (860,643)  (1,358,335)  570,316 
Total assets  5,661,564   7,825,339   6,881,486   4,760,288   3,307,164   3,080,306   3,402,565   3,992,148   5,661,564   7,825,339 
Mortgages and notes payable  2,161,794   2,920,334   2,211,935   1,771,962   1,049,442   1,775,529   1,820,370   1,941,537   2,161,794   2,920,334 
                      
Financial services:                                        
Revenues $15,935  $20,240  $31,368  $44,417  $75,125  $8,233  $8,435  $10,767  $15,935  $20,240 
Operating income  11,139   14,317   10,968   8,688   35,777   5,114   5,184   6,278   11,139   14,317 
Total assets  44,392   44,024   29,933   210,460   253,113   29,443   33,424   52,152   44,392   44,024 
Notes payable           71,629   132,225 
                      
Discontinued operations:                                        
Total assets $  $1,394,375  $1,102,898  $1,020,082  $810,661  $  $  $  $  $1,394,375 
                      
Consolidated:                                        
Revenues $6,416,526  $9,380,083  $8,154,681  $6,018,913  $4,945,647  $1,589,996  $1,824,850  $3,033,936  $6,416,526  $9,380,083 
Operating income (loss)  (1,347,196)  584,633   1,199,903   645,917   505,203   (10,931)  (231,336)  (854,365)  (1,347,196)  584,633 
Income (loss) from continuing operations  (1,414,770)  392,947   754,534   430,384   332,610   (69,368)  (101,784)  (976,131)  (1,414,770)  392,947 
Income from discontinued operations, net of income taxes (a)  485,356   89,404   69,178   43,652   35,311            485,356   89,404 
Net income (loss)  (929,414)  482,351   823,712   474,036   367,921   (69,368)  (101,784)  (976,131)  (929,414)  482,351 
Total assets  5,705,956   9,263,738   8,014,317   5,990,830   4,370,938   3,109,749   3,435,989   4,044,300   5,705,956   9,263,738 
Mortgages and notes payable  2,161,794   2,920,334   2,211,935   1,843,591   1,181,667   1,775,529   1,820,370   1,941,537   2,161,794   2,920,334 
Stockholders’ equity  1,850,687   2,922,748   2,773,797   2,039,390   1,592,162   631,878   707,224   830,605   1,850,687   2,922,748 
                      
  
Basic earnings (loss) per share:                                        
Continuing operations $(18.33) $4.99  $9.21  $5.49  $4.22  $(.90) $(1.33) $(12.59) $(18.33) $4.99 
Discontinued operations  6.29   1.13   .85   .56   .45            6.29   1.13 
                      
Basic earnings (loss) per share $(12.04) $6.12  $10.06  $6.05  $4.67  $(.90) $(1.33) $(12.59) $(12.04) $6.12 
                      
Diluted earnings (loss) per share:                                        
Continuing operations $(18.33) $4.74  $8.54  $5.10  $3.95  $(.90) $(1.33) $(12.59) $(18.33) $4.74 
Discontinued operations  6.29   1.08   .78   .52   .42            6.29   1.08 
                      
Diluted earnings (loss) per share $(12.04) $5.82  $9.32  $5.62  $4.37  $(.90) $(1.33) $(12.59) $(12.04) $5.82 
                      
  
Cash dividends per common share $1.00  $1.00  $.75  $.50  $.15 
Cash dividends declared per common share $.25  $.25  $.8125  $1.00  $1.00 
                      
 
(a) Discontinued operations are comprisedconsist only of our former French operations, which have been presented as discontinued operations for all periods presented. Income from discontinued operations, net of income taxes, in 2007 includes a gain of $438.1 million realized on the sale of our former French operations.


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Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
RESULTS OF OPERATIONS
 
Overview.  Revenues are generated from our homebuilding operations and our financial services operations. On July 10, 2007, we sold our 49% equity interest in our publicly traded French subsidiary, KBSA. Accordingly, our French operations are presented as discontinued operations in this report and the financial results of prior periods have been reclassified to conform to the current year presentation. The following table presents a summary of our consolidated results of operations for the years ended November 30, 2007, 20062010, 2009 and 20052008 (in thousands, except per share amounts):
 
             
  Years ended November 30, 
  2007  2006  2005 
 
Revenues:            
Homebuilding $6,400,591  $9,359,843  $8,123,313 
Financial services  15,935   20,240   31,368 
             
Total $6,416,526  $9,380,083  $8,154,681 
             
Pretax income (loss):            
Homebuilding $(1,494,606) $538,311  $1,190,336 
Financial services  33,836   33,536   11,198 
             
Income (loss) from continuing operations before income taxes  (1,460,770)  571,847   1,201,534 
Income tax benefit (expense)  46,000   (178,900)  (447,000)
             
Income (loss) from continuing operations  (1,414,770)  392,947   754,534 
Income from discontinued operations, net of income taxes  47,252   89,404   69,178 
Gain on sale of discontinued operations, net of income taxes  438,104       
             
Net income (loss) $(929,414) $482,351  $823,712 
             
Basic earnings (loss) per share:            
Continuing operations $(18.33) $4.99  $9.21 
Discontinued operations  6.29   1.13   .85 
             
Basic earnings (loss) per share $(12.04) $6.12  $10.06 
             
Diluted earnings (loss) per share:            
Continuing operations $(18.33) $4.74  $8.54 
Discontinued operations  6.29   1.08   .78 
             
Diluted earnings (loss) per share $(12.04) $5.82  $9.32 
             
             
  Years Ended November 30, 
  2010  2009  2008 
 
Revenues:            
Homebuilding $1,581,763  $1,816,415  $3,023,169 
Financial services  8,233   8,435   10,767 
             
Total $1,589,996  $1,824,850  $3,033,936 
             
Pretax income (loss):            
Homebuilding $(88,511) $(330,383) $(991,749)
Financial services  12,143   19,199   23,818 
             
Total pretax loss  (76,368)  (311,184)  (967,931)
Income tax benefit (expense)  7,000   209,400   (8,200)
             
Net loss $(69,368) $(101,784) $(976,131)
             
Basic and diluted loss per share $(.90) $(1.33) $(12.59)
             
 
ContinuingDuring the downward trendsyear ended November 30, 2010, we and the homebuilding industry continued to face a difficult operating environment amid the ongoing housing downturn that began in 2006, conditionsmid-2006. This environment, in the overall housing market were challenging throughout 2007 and became increasingly difficult as the year progressed. Several factors weighed on the housing industry during the year, includingwhich there is a persistent oversupply of new and resale homes available for sale that reached historicallyand soft demand for new homes, was prolonged throughout 2010 by rising sales of lender-owned homes acquired through foreclosures and short sales, generally weak economic conditions, high levels; rising foreclosure activity; heightenedunemployment, tighter mortgage lending standards and reduced credit availability, muted consumer confidence, intense competition for home sales; reducedsales, and the expiration on April 30 of a federal homebuyer tax credit. These negative factors undermined progress toward broad-based market stabilization and stalled any meaningful recovery in the overall U.S. housing market, despite improved affordability in several markets stemming from lower home affordabilityselling prices and relatively low residential consumer mortgage interest rates.
Although this environment resulted in our delivering fewer homes and, consequently, generating lower revenues in 2010 compared to 2009, we narrowed our net loss in 2010 by 32% due largely to a record increasehigher housing gross margin and lower overhead costs. In addition, we generated operating income from our homebuilding operations in average home prices duringeach of the last two quarters of 2010; achievedyear-over-year improvement in our pretax results in each quarter of 2010, extending a trend of such improvement to 11 consecutive quarters; and in the fourth quarter of 2010 generated pretax earnings for the first half of this decade; turmoiltime in nearly four years. These improved results were largely due to the mortgage finance and credit markets; diminished real estate speculation; and decreased consumer confidence in purchasing homes. Our results for 2007 reflect the impact of these difficult conditions. They also reflect our efforts to reduce inventory investments and community counts to better align our operations with a housing market experiencing significantly reduced activity from the peak levels of a few years ago.
With the prolonged market downturn,initiatives we have experienced successive negative year-over-year comparisons in our net orders (new orders for homes less cancellations) forput into place over the past several quarters. Asquarters to achieve the following three primary integrated strategic goals: restore and maintain the profitability of our homebuilding operations; generate cash and maintain a result,strong balance sheet; and position our business to capitalize on future growth opportunities. This includes continuing to execute on our KBnxt operational business model; improving and refining our product offerings, includingThe Open Series, to compete with resale homes and to meet the affordability demands and environmental sustainability concerns of our core customers — first-time,move-up and active adult homebuyers; aligning our overhead to current backlog levels are significantly below year-earliermarket conditions while retaining a solid growth platform through a tight focus on controlling costs, improving our operating efficiencies and monitoring local market activity levels and we delivered fewer homesdemographic trends; maintaining a strong and generated less revenue in 2007 than in 2006. Our revenues in 2007 were also negatively affected by decreasesliquid balance sheet to allow us to make opportunistic investments in our average selling pricesbusiness; and acquiring attractively-priced new land interests meeting our investment standards in three ofdesirable markets with perceived favorable growth prospects. We believe these initiatives have helped position us operationally and financially to be able to generate higher future revenues and sustained profitability as and to the extent housing markets improve over time. Given the present operating environment and our four homebuilding segments compared to year-earlier levels due to competitive pressures and changesoutlook, however, the positive trends in our product mix.gross margin and earnings results may not continue in 2011 or to the same degree as in 2010.


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AtIn 2010, we continued to make progress toward achieving our highest priority of restoring and maintaining the same time, intensified competition and pricing pressures, slowing sales rates, and sustained high cancellation rates in manyprofitability of our markets during 2007 lowered the fair value of certain ofhomebuilding operations, as we narrowed our assets and led us to reassess our land positions.net loss on ayear-over-year basis. This caused us to incur non-cash charges during the year for impairments in the value of our inventory, joint ventures and goodwill and for the abandonment of certain land option contracts. These non-cash charges andresult was largely driven by lower revenues in 2007 compressed our gross margins compared to the prior year.
Further impacting our results for 2007 was a substantial valuation allowance we established in the fourth quarter against certain deferred tax assets in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). The deferred tax assets were produced largely from the inventory impairments we took during the year, and the valuation allowance was established in light of the continued downturn of the housing market and uncertainty as to its length and magnitude. To the extent that we generate sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets, we expect to experience a reduction in our effective income tax rate as the valuation allowance is reversed.
We reported a loss from continuing operations in 2007 resulting from the combination of fewer deliveries, lower average selling prices, compressed gross margins, non-cashpretax, noncash charges for inventoryasset impairments and joint venture impairments, land option contract abandonments, goodwill impairmentsas well as our success in expanding our housing gross margin and the valuation allowance for deferred tax assets. We do not expect the business climate in most of the markets we servereducing our selling, general and the overall housing market to improve in 2008.administrative expenses.
 
Our total revenues of $6.42$1.59 billion for the year ended November 30, 2007 declined 32%2010 decreased 13% from $9.38$1.82 billion in 2006,2009, which had increased 15%declined 40% from $8.15$3.03 billion in 2005. The decrease2008. Revenues decreased in total revenues in 2007 was2010 and 2009 primarily due to alower housing and land sale revenues. The year-over-year decrease in housing revenues reflectingin 2010 reflected fewer homes delivered, and lowerpartly offset by a higher average selling prices compared to 2006. The increase in our revenues in 2006 was driven by an increaseprice. In 2009, the decline in housing revenues stemmingresulted from an increasea decrease in homes delivered and highera lower average selling pricesprice. Homes delivered decreased in 2010 and 2009 mainly due to our operating with a strategically lower overall average active community count in each year compared to the prior year. previous year, as discussed above under “Part I — Item 1. Business — Strategy.” “Active communities” are those that deliver five or more homes in a quarterly reporting period. The active community count for the year is based on the average of the quarterly reporting periods. Land sale revenues totaled $6.3 million in 2010 compared to $58.3 million in 2009, reflecting a significantly reduced volume of land sales activity.
Our overall average selling price increased in 2010 compared to 2009 primarily due to changes in community and product mix, as we delivered more homes from markets that supported higher selling prices. In 2009, our overall average selling price declined from 2008, reflecting the challenging housing market conditions and intense competition for sales as well as our rollout of new product, includingThe Open Series,at lower price points compared to our previous product.
Included in our total revenues were financial services revenues of $15.9$8.2 million in 2007, $20.22010, $8.4 million in 20062009 and $31.4$10.8 million in 2005. The decline in financial2008. Financial services revenues decreased in 2007 compared to 2006 was mainly due toboth 2010 and 2009, reflecting fewer homes delivered by our homebuilding operations.
We posted a net loss of $69.4 million, or $.90 per diluted share, in 2010, which narrowed from our homebuilding operationsnet loss of $101.8 million, or $1.33 per diluted share, in 2009. In 2010, our net loss included pretax, noncash charges of $19.9 million for inventory impairments and the terminationabandonment of land option contracts we no longer planned to pursue, an after-tax valuation allowance charge of $26.6 million against net deferred tax assets to fully reserve the tax benefits generated from our net loss for the period, and an income tax benefit of $7.0 million, primarily associated with an increase in the carryback of our escrow coordination business2009 NOLs to offset earnings we generated in 2007.2004 and 2005. The decreasemajority of the inventory impairments and land option contract abandonments in financial services revenues in 2006 compared to 20052010 occurred during the first quarter and affected our Central and Southeast reporting segments.
In 2009, our net loss of $101.8 million, or $1.33 per diluted share, was primarilylargely due to pretax, noncash charges of $206.7 million for inventory and joint venture impairments and the changeabandonment of land option contracts. These charges reflected the ongoing weakness in the mortgage banking operationshousing market conditions, which depressed asset values. The majority of KB Home Mortgage Company (“KBHMC”)these charges were associated with our West Coast and Southeast reporting segments. The net loss in 2009 also included an income tax benefit of $209.4 million, which primarily resulted from federal tax legislation enacted in the fourth quarter of 20052009 that allowed us to an unconsolidated joint venture. On September 1, 2005,carry back our 2009 NOLs to offset earnings we sold substantially all the mortgage banking assetsgenerated in 2004 and 2005. As a result, we received a federal tax refund of KBHMC to Countrywide and in a separate transaction established Countrywide KB Home Loans. We and Countrywide each have a 50% ownership interest in Countrywide KB Home Loans, which is accounted for as an unconsolidated joint venture$190.7 million in the financial services reporting segmentfirst quarter of our consolidated financial statements.2010.
 
Our continuing operations generated an after-taxIn 2008, we incurred a net loss of $1.41 billion in 2007$976.1 million, or $12.59 per diluted share, largely due to pretax, non-cashnoncash charges of $1.41 billion$748.6 million for inventory and joint venture impairments and the abandonment of land option contracts, and $107.9$68.0 million for goodwill impairment recognized during the year. The majorityimpairments. Most of the inventory and joint venture impairments related tothese charges were associated with our West Coast, Southwest and SouthwestSoutheast reporting segments, and the goodwill impairment related solely to our Southwest reporting segment. Our 2007segments. The net loss from continuing operationsin 2008 also reflected a non-cash charge of $514.2$355.9 million to establish a valuation allowance for certaincharge against net deferred tax assets. In 2006, we reported after-tax incomeassets to fully reserve the tax benefits generated from continuing operationsour pretax loss for the period.
Our housing gross margin increased to 17.4% in 2010 from 6.5% in 2009 and negative 7.1% in 2008. We have improved our housing gross margin for the last nine consecutive quarters, as measured on a year-over-year basis. The improvement in our housing gross margin in 2010 compared to 2009 primarily reflected improved operating efficiencies, an increase in the number of $392.9 million, downhomes delivered from $754.5 million in 2005 primarily dueour new products, such asThe Open Series, which are designed to be built with lower direct construction costs, a decrease in the operating margin in our homebuilding operations. Our 2006 results included charges of $431.2 million associated with inventory and joint venture impairmentsimpairment and land option contract abandonments,abandonment charges, and a gainthe impact of $27.6 million relatedinventory impairment charges incurred in prior years, which lowered our land cost basis with respect to the sale ofrelevant communities. In 2009, theyear-over-year increase in our ownership interesthousing gross margin resulted from lower inventory impairment and land option contract abandonment charges and our strategies to reduce direct construction costs and increase our operational efficiencies. Our housing gross margin, excluding inventory impairment and land option contract abandonment charges (as described below under “Non-GAAP Financial Measures”), improved to 18.6% in an unconsolidated joint venture. In 2007, we posted a loss per diluted share from continuing operations of $18.332010, compared to earnings per diluted share from continuing operations of $4.7415.5% in 20062009 and $8.5410.6% in 2005.
Income from discontinued operations, net of income taxes, totaled $485.4 million in 2007, including a $438.1 million after-tax gain on the sale of our French operations. Income from discontinued operations, net of income taxes, totaled $89.4 million in 2006 and $69.2 million in 2005. Discontinued operations are comprised solely of our French operations.
Overall, we posted a net loss of $929.4 million, or $12.04 per diluted share (including the French discontinued operations) in 2007. This compares to net income of $482.4 million, or $5.82 per diluted share, in 2006 and $823.7 million, or $9.32 per diluted share, in 2005.2008.


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Our backlog at November 30, 2007 consisted2010 was comprised of 6,3221,336 homes, representing projected future housing revenues of approximately $1.50 billion. These$263.8 million, compared to a backlog levels decreased 40% and 47%, respectively, from the 10,575at November 30, 2009 of 2,126 homes, representing projected future housing revenues of $422.5 million. The number of homes in backlog representing approximately $2.83 billiondeclined 37% year over year, reflecting a decrease in future revenues, at November 30, 2006. These decreases were due to the effects of several successive quarters of negative year-over-year net order comparisons and lower average selling prices, reflecting persistently deteriorating housing market conditions. Our homebuilding operations generated 2,574 net orders in the fourth quarterlatter half of 2007, down 32%2010 and an increase in the percentage of homes delivered from 3,763 net ordersour backlog in the fourth quarter, partly due to improved construction cycle times. The potential future housing revenues in backlog decreased 38% year over year, reflecting the lower level of 2006.homes in backlog. Net orders from our homebuilding operations declined 21% to 6,556 in 2010 from 8,341 in 2009 due to a 12% decrease in our overall average active community count, generally weak economic and housing market conditions, a sharp reduction in demand following the fourth quarterApril 30, 2010 expiration of 2007 decreased year-over-yearthe federal homebuyer tax credit, and an increase in eachour cancellation rate. As a percentage of gross orders, our reporting segments. The fourth quarter 2007 cancellation rate increased to 28% in 2010, compared to 25% in 2009.
Our cash, cash equivalents and restricted cash totaled $1.02 billion at November 30, 2010, compared to $1.29 billion at November 30, 2009. Our debt balance at November 30, 2010 was $1.78 billion, down from $1.82 billion at November 30, 2009, mainly due to the repayment of 58%mortgages and land contracts due to land sellers and other loans. At November 30, 2010, our ratio of debt to total capital was the same as the cancellation rate we experienced in the fourth quarter73.8%, compared to 72.0% at November 30, 2009. Our ratio of 2006, butnet debt to total capital (as described below under “Non-GAAP Financial Measures”) was 54.5% at November 30, 2010 and 42.9% at November 30, 2009.
Our inventory balance of $1.70 billion at November 30, 2010 was 13% higher than the 50% cancellation rate$1.50 billion balance at November 30, 2009. This increase primarily reflected the results of our land acquisition initiative in 2010, as discussed above under “Part I — Item 1. Business — Strategy.” Through this initiative, we experienced in the third quarterended our 2010 fiscal year with a geographically diverse land portfolio comprised of 2007.39,540 lots owned or controlled, compared to 37,465 lots owned or controlled at November 30, 2009.
 
HOMEBUILDING
 
We have grouped our homebuilding activities into four reportable segments, which we refer to as West Coast, Southwest, Central and Southeast. As of November 30, 2007,2010, our reportable homebuilding segments consisted of ongoing operations located in the following states: West Coast — California; Southwest — Arizona Nevada and New Mexico;Nevada; Central — Colorado Illinois and Texas; and Southeast — Florida, Georgia, Maryland, North Carolina, South Carolina, and Virginia.
 
The following table presents a summary of selectedcertain financial and operational data for our homebuilding operations (dollars in thousands, except average selling price):
 
                           
 Years ended November 30,    Years Ended November 30, 
 2007 2006 2005    2010 2009 2008 
Revenues:                            
Housing $6,211,563  $9,243,236  $8,099,771      $1,575,487  $1,758,157  $2,940,241 
Land  189,028   116,607   23,542       6,276   58,258   82,928 
              
Total  6,400,591   9,359,843   8,123,313       1,581,763   1,816,415   3,023,169 
              
  
Costs and expenses:                            
Construction and land costs                            
Housing  (6,563,082)  (7,456,003)  (5,934,948)      (1,301,677)  (1,643,757)  (3,149,083)
Land  (263,297)  (210,016)  (19,820)      (6,611)  (106,154)  (165,732)
              
Total  (6,826,379)  (7,666,019)  (5,954,768)      (1,308,288)  (1,749,911)  (3,314,815)
Selling, general and administrative expenses  (824,621)  (1,123,508)  (979,610)      (289,520)  (303,024)  (501,027)
Goodwill impairment  (107,926)                  (67,970)
              
  
Total  (7,758,926)  (8,789,527)  (6,934,378)      (1,597,808)  (2,052,935)  (3,883,812)
              
  
Operating income (loss) $(1,358,335) $570,316  $1,188,935     
Operating loss $(16,045) $(236,520) $(860,643)
              
  
Homes delivered  23,743   32,124   31,009       7,346   8,488   12,438 
  
Average selling price $261,600  $287,700  $261,200      $214,500  $207,100  $236,400 
  
Housing gross margin  (5.7)%  19.3%  26.7%      17.4%  6.5%  (7.1)%
  
Selling, general and administrative expenses as a percent of housing revenues  13.3%  12.2%  12.1%    
Selling, general and administrative expenses as a percentage of housing revenues  18.4%  17.2%  17.0%
  
Operating income (loss) as a percent of homebuilding revenues  (21.2)%  6.1%  14.6%    
Operating loss as a percentage of homebuilding revenues  (1.0)%  (13.0)%  (28.5)%


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Revenues.  Homebuilding revenues totaled $6.40$1.58 billion in 2007,2010, decreasing 32%13% from $9.36$1.82 billion in 2006,2009, which had increased 15%decreased 40% from $8.12$3.02 billion in 2005.2008. The decreaseyear-over-year decreases in 2007 compared to 20062010 and 2009 reflected lower housing and land sale revenues.
Housing revenues duedecreased to fewer homes delivered and a lower average selling price. The increase$1.58 billion in 20062010 compared to 2005 resulted primarily from higher$1.76 billion in 2009 and $2.94 billion in 2008. In 2010, housing revenues driven by an increase in homes delivered and a higher average selling price.


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Housing revenues totaled $6.21 billion in 2007, $9.24 billion in 2006 and $8.10 billion in 2005. In 2007, housing revenues decreased 33%declined 10% from the previous year due to a 26% decline13% decrease in homes delivered, andpartly offset by a 9% decrease4% increase in the average selling price. In 2006,2009, housing revenues increased 14%fell 40% from 20052008 due to a 4% increase32% decrease in homes delivered and a 10% increase12% decline in the average selling price.
 
WeIn 2010, we delivered 23,7437,346 homes, down from 8,488 homes in 2007,2009. Each of our homebuilding reporting segments delivered fewer homes in 2010 compared to 2009, with decreases ranging from 4% to 27%. Theyear-over-year decline in the total number of homes delivered in 2010 was principally due to a 12% decrease in the overall average number of active communities we operated and weak demand for new homes. This decline in our overall average active community count reflects the impact of the reduction in our community count that we undertook in prior years, although in 2010 we implemented a targeted land acquisition initiative that is designed to support future growth in our average active community count and our revenues. These actions are further discussed above under “Part I — Item 1. Business — Strategy.”
In 2009, we delivered 8,488 homes, down from 32,12412,438 homes delivered in 2006, reflecting 2008, withyear-over-year decreases in each of our homebuilding reporting segments. The lower delivery volume in 20072009 compared to 2008 was mainly due to a 38% reduction in part, to our reducing our community count to better align our operations with reduced housing market activity.the overall average number of active communities we operated.
 
In 2006, we delivered 32,124The average selling price of our homes uprose to $214,500 in 2010 from 31,009 homes delivered$207,100 in 2005. The growth2009, reflecting higher average selling prices in homes delivered in 2006 reflected year-over-year increasesthree of 9% and 16%our four homebuilding reporting segments. Year over year, average selling prices increased 10% in our West Coast segment, 5% in our Central segment and 1% in our Southeast segments, respectively, partially offset by decreases of 5% and 3% in homes delivered fromsegment. In our Southwest segment, the average selling price for 2010 decreased 8% from 2009. The increase in our overall average selling price was primarily due to changes in our community and Central segments, respectively.product mix, as we delivered more homes from markets that supported higher selling prices.
 
Our 2009 overall average new home selling price decreased 9%12% from $236,400 in 2007 to $261,600 from $287,700 in 2006.Year-over-year2008 as average selling prices declined 11% in our West Coast segment, 16%25% in our Southwest segment, 11% in our Central segment and 6%16% in our Southeast segment due to weak consumer demandsegment. In 2009, selling price declines, which varied depending on local market circumstances, occurred because of difficult economic and heightenedjob market conditions, intense competition from homebuilders and other sellers which put downward pressure on home prices. The average sellingof existing homes (including lender-owned homes acquired through foreclosures and short sales), and our rollout of new product at price inpoints lower than those of our Central segment increased 5% in 2007 from the previous year, solely dueproduct to changes in product mix.
Our 2006 average new home price had increased 10% from $261,200 in 2005, primarily due to the delivery in 2006 of homes purchased in the latter half of 2005, when market conditions weremeet consumer demand for more favorable. Increases in our average selling prices in 2006 were more significant in the West Coast, Southwest and Southeast segments, with a slight increase in the Central segment.affordable homes.
 
Land sale revenues totaled $189.0$6.3 million in 2007, $116.62010, $58.3 million in 20062009 and $23.5$82.9 million in 2005.2008. 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, our marketing strategy, the strength and number of competing developers entering particular markets at given points in time, the availability of land in markets we serve, and prevailing market conditions. Land sale revenues were more significant in 20072009 and 20062008 compared to 20052010 because we sold a greater volume of land in those years, rather than hold it for future development, as deteriorating market conditions caused us to reassess our future sales expectations which resulted in our sellingthe housing downturn continued and the land that no longer fit our marketing strategy rather than holding it for future development.strategy.
 
Operating Income.Loss.  Our homebuilding operations posted anbusiness generated operating losses of $16.0 million in 2010, $236.5 million in 2009 and $860.6 million in 2008. Our homebuilding operating loss of $1.36 billion in 2007, a decrease of $1.93 billion from operating income of $570.3 million in 2006, reflecting losses from both housing operations and land sales. The operating loss in 2007 represented a negative 21.2% of homebuilding revenues. In 2006, operating income as a percentpercentage of homebuilding revenues was 6.1%. The 2007negative 1.0% in 2010, negative 13.0% in 2009, and negative 28.5% in 2008. Homebuilding operating loss wasresults improved on a percentage basis in 2010 and 2009, mainly due to a decreasethe increase in our housing gross margin which fellin each of those years.
Within our homebuilding operations, the 2010 operating loss was principally due to a negative 5.7% in 2007 from a positive 19.3%pretax, noncash charges of $19.9 million for the same period of 2006. The change ininventory impairments and land option contract abandonments. In 2009, our housing gross marginhomebuilding operating loss was largely the result ofdue to pretax, non-cashnoncash charges of $1.18 billion$157.6 million for inventory impairments and land option contract abandonments. The 2008 homebuilding operating loss reflected pretax, noncash charges of $520.5 million for inventory impairments and land option contract abandonments and $68.0 million for goodwill impairments, as well as a lower housing gross margin. Inventory impairment charges in 2007 primarily2010, 2009 and 2008 were incurred as a result of persistent increases in our West Coasthousing supply and Southwest segments. These impairmentdecreases in demand, both of which put downward pressure on sales prices and, abandonment charges resulted from declining market conditions, which depressed new home values and sales rates in certain housing markets across the country. Poorturn,


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asset values. During these years, poor market conditions also depressed land values and led us to terminate our optionsland option contracts on projects that no longer met our internal investment and/or marketing standards. Excluding
Our housing gross margin improved by 10.9 percentage points to 17.4% in 2010 from 6.5% in 2009. Our housing gross margin, excluding inventory impairment and land option contract abandonment charges, ($1.18 billionincreased by 3.1 percentage points to 18.6% in 2007 and $309.5 million2010 from 15.5% in 2006),2009. Theyear-over-year improvement in our housing gross margin, would have been 13.3%excluding inventory impairment and land option contract abandonment charges, reflected an increase in 2007homes delivered from our new, value-engineered products, such asThe Open Series,which are designed to be built with lower direct construction costs, and 22.7%improved operating efficiencies. Our housing gross margin in 2006.2010 was also favorably impacted by an increase in homes delivered from communities newly opened during the year, which had a relatively lower land cost basis compared to many of our older communities; an increase in homes delivered from markets that supported higher selling prices; and the impact of inventory impairment charges incurred in prior years, which lowered our land cost basis with respect to the relevant communities. In light of the soft demand and intense competition for sales in the present operating environment, however, we may not experience similar margin improvement in 2011.
 
Operating income decreasedIn 2009, the homebuilding operating loss was $236.5 million compared to $570.3$860.6 million in 2006, down from $1.19 billion in 2005.2008. As a percentage of homebuilding revenues, our homebuilding operating income decreased to 6.1%loss was negative 13.0% in 20062009 and negative 28.5% in 2008. The 2009 homebuilding operating loss narrowed from 14.6% in 2005,2008 mainly due to a loweran increase in our housing gross margin, which decreasedimproved by 13.6 percentage points to 19.3%6.5% in 20062009 from 26.7%negative 7.1% in 2005. The decrease in2008. Our housing gross margin, was primarily due to a greater use of price concessionsexcluding inventory impairment and sales incentives to meet competitive conditions and to aggregate charges of $309.5 million associated with inventory impairments and the abandonment of land option contracts we no longer plannedcontract abandonment charges, increased by 4.9 percentage points to pursue.15.5% in 2009 from 10.6% in 2008. Theyear-over-year improvement in our housing gross margin reflected the impact of our delivering more of our new value-engineered product, which helped lower direct construction costs, and increased operating efficiencies. Our margins were also favorably impacted by inventory-related charges incurred in prior periods.
 
In 2007, our land sales generated losses of $74.3 million, including impairment charges of $74.8 million relating to future land sales. Our land sales generated losses of $93.4$.3 million in 2006, including2010, $47.9 million in 2009 and $82.8 million in 2008. The land sale losses in 2010, 2009 and 2008 included impairment charges of $63.1$.3 million, relating$10.5 million and $86.2 million, respectively, related to planned future land sales. In 2005, land sales generated profits of $3.7 million, including $9.6 million of impairment charges.


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We evaluate our land and housing inventory for recoverability in accordance with Statement of Financial Accounting Standards Codification Topic No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”360, “Property, Plant, and Equipment” (“SFAS No. 144”ASC 360”), whenever indicators of potential impairment exist. Based on our evaluations, we recognized non-cashpretax, noncash charges for the impairmentinventory impairments of inventory of $1.11 billion in 2007, $228.7$9.8 million in 2006 and $26.72010, $120.8 million in 2005.2009 and $565.9 million in 2008.
 
The higherinventory impairment chargecharges in 2007 reflectsall three years reflected declining asset values in certain markets due to the increasingly challenging economic and housing market conditions that we experienced during the year that lowered the value of certain assets compared to prior periods. These conditions included a significant oversupply of homes available for sale, reduced housing affordability and tighter credit conditions that are keeping prospective buyers from trading up or entering the market, higher foreclosure activity, and heightened competition. As a result, our sales rates, sales prices and gross margins declined in 2007, lowering the fair value of certain inventory positions and resulting in the impairment of inventory.conditions. Further deterioration in housing market conditionssupply and demand factors may lead to additional non-cash impairment charges in the future or cause us to reevaluate our strategy concerning certain assets that could result in future charges associated with land sales or the abandonment of land option contracts. In 2006, most of our inventory impairment and abandonment charges were incurred in the fourth quarter, as conditions became more challenging in certain markets, mainly as a result of a growing imbalance between new home supply and demand. These market dynamics caused a decline in the fair value of certain inventory positions and led us to reassess our strategy concerning certain inventory positions.
 
When we determine that we no longer plandecide not to exercise certain land purchase option contracts due to market conditionsand/or changes in marketmarketing strategy, we write off the costs, including non-refundable deposits and pre-acquisition costs, related to the abandoned projects. We recognized abandonment charges associated with land option contracts of $144.0$10.1 million in 2007, $143.92010, $47.3 million in 20062009 and $16.2$40.9 million in 2005. The inventory2008. Inventory impairment charges and land option contract abandonmentsabandonment charges are included in construction and land costs in our consolidated statements of operations.
 
Selling, general and administrative expenses totaled $824.6$289.5 million in 2007 compared with $1.12 billion in 2006 and $979.62010, down from $303.0 million in 2005.2009, which had decreased from $501.0 million in 2008. Theyear-over-year decrease in each period reflected actions we have taken to streamline our organizational structure by consolidating certain homebuilding operations, strategically exiting or winding down activity in certain markets, and reducing our workforce to adjust the size of our operations in line with market conditions. Our selling, general and administrative expenses also decreased in 2010 and 2009 based on the lower volume of homes delivered. A portion of the cost reductions in 2010 and 2009 were related to lower salary and other payroll-related expenses stemming from year-over-year decreases in our personnel count of 7% in 2010 and 24% in 2009. As a percentage of housing revenues, to which these expenses are most closely correlated, selling, general and administrative expenses were 13.3%increased to 18.4% in 2007, 12.2%2010 from 17.2% in 20062009, which had increased slightly from 17.0% in 2008. The percentages increased in 2010 and 12.1%2009 because our expense reductions have been outpaced by the correspondingyear-over-year declines in 2005.our housing revenues.


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Goodwill Impairment.  We have recorded goodwill in connection with various acquisitions in prior years. Goodwill representsrepresented the excess of the purchase price over the fair value of net assets acquired. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), we testWe tested goodwill for potential impairment annually as of November 30 and between annual tests if an event occursoccurred or circumstances changechanged that would more likely than not reduce the fair value of a reporting unit below its carrying amount. During the third quarter of 2007,2008, we determined that it was necessary to evaluate goodwill for impairment between annual tests due to deteriorating conditions in certain housing markets and the significant inventory impairments we identified and recognized during the quarter in accordance with SFAS No. 144, and the decline in the market price of our common stock to a level below our per share book value. We evaluated goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step is to identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value of a reporting unit exceeds the book value, goodwill is not considered impaired. If the book value exceeds the fair value, the second step of the process is performed to measure the amount of impairment. Our goodwill evaluations utilized discounted cash flow analyses and market multiple analyses of historical and forecasted operating results of our reporting units. Inherent in our fair value determinations are certain judgments and estimates relating to future cash flows, including the interpretation of current economic indicators and market valuations, and assumptions about our strategic plans with regard to our operations. A change in such assumptions may cause a change in the results of the analyses performed. In addition, to the extent significant changes occur in market conditions, overall economic conditions or our strategic operational plans, it is possible that goodwill not currently impaired may become impaired in the future. year.
Based on the results of our evaluation,goodwill impairment evaluations performed in 2008, we recorded an impairment chargedetermined that all of $107.9 million in the third quarter of 2007 related to our Southwest reporting segment, where the goodwill previously recorded was determinedimpaired. As a result, we recognized goodwill impairment charges of $24.6 million related to be impaired. Weour Central reporting segment and $43.4 million related to our Southeast reporting segment during 2008. These charges were recorded the charge at our corporate level sincebecause all goodwill iswas carried at that level. The annual impairment test we performedWe had no goodwill balance as of November 30, 2007 indicated no additional impairments. The impairment tests we performed as of2010, November 30, 2006 and 2005 indicated no goodwill impairment.2009 or November 30, 2008.
 
Interest Income.  Interest income, which is generated from short-term investments and mortgages and notes receivable, amounted to $28.6totaled $2.1 million in 2007, $5.52010, $7.5 million in 20062009 and $3.5$34.6 million in 2005.2008. Generally, increases and decreases in interest income are attributable to changes in the interest-bearing average balances of our short-term


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investments and our mortgages and notes receivable, as well as fluctuations in interest rates. Mortgages receivable are primarily related to land sales. The increaseyear-over-year decrease in interest income in 2007 compared to 2006 reflects a substantial increase in short-term investments2010 was mainly due to lower interest rates. In 2009, theyear-over-year decline in interest income reflected a decrease in the higher levelaverage balance of cash generated in 2007.and cash equivalents we maintained and lower interest rates.
 
Loss on Early Redemption/Interest Expense, Net of Amounts Capitalized.Capitalized/Loss on Early Redemption of Debt.  In 2007, we completed the early redemption of $650.0 million of debt. On July 27, 2007, we redeemed all $250.0 million of our 91/2% senior subordinated notes due in 2011 at a price of 103.167% of the principal amount of the notes, plus accrued interest to the date of redemption. On July 31, 2007, we repaid in full an unsecured $400.0 million term loan (the “$400 Million Term Loan”), together with accrued interest to the date of repayment. The $400 Million Term Loan was scheduled to mature on April 11, 2011. We incurred a loss of $13.0 million associated with the early extinguishment of this debt, primarily due to a call premium on the senior subordinated notes and the write-off of unamortized debt issuance costs.
Interest expense results principally from borrowings to finance land purchases, housing inventory and other operating and capital needs. During 2007, all of our interest was capitalized and, consequently, we had no interest expense, net of amounts capitalized. In 2006,Our interest expense, net of amounts capitalized, totaled $16.7 million. Gross interest incurred during 2007 decreased by $38.2$66.5 million in 2010, $50.8 million in 2009 and $2.6 million in 2008. Interest expense in 2010 included a total of $1.8 million of debt issuance costs written off in connection with our voluntary reduction of the aggregate commitment under the Credit Facility from $650.0 million to $199.6$200.0 million from $237.8 million incurred in 2006, mainly due to lower debt levels in 2007.and our subsequent voluntary termination of the Credit Facility. The percentage of interest capitalized was 45% in 2007 increased to 100%2010, 57% in 2009 and 98% in 2008. The percentages for 2010 and 2009 decreased from 93% in 2006the corresponding year-earlier periods due to an increase inthe lower amounts of inventory qualifying for interest capitalization comparedcapitalization. Gross interest incurred during 2010 increased by $2.6 million to 2006.$122.2 million, from $119.6 million in 2009 primarily due to the write-off of debt issuance costs and a higher overall average interest rate for borrowings in 2010. Gross interest incurred during 2009 decreased by $36.8 million from $156.4 million in 2008, reflecting comparatively lower overall debt levels in 2009.
 
In 2006, interest expense, net2009, our loss on early redemption of amounts capitalized, increased to $16.7debt totaled $1.0 million. This amount represented a $3.7 million from $16.3loss associated with our early redemption of $250.0 million in 2005. Gross interest incurred in 2006aggregate principal amount of our $350.0 million of 63/8% senior notes due 2011 (the “$350 Million Senior Notes”), partly offset by a gain of $2.7 million associated with our early extinguishment of mortgages and land contracts due to land sellers and other loans. In 2008, our loss on early redemption of debt of $10.4 million was $78.7comprised of $7.1 million higher thanassociated with our redemption of $300.0 million of our 73/4% senior subordinated notes due 2010 (the “$300 Million Senior Subordinated Notes”) and $3.3 million associated with an amendment of the amount incurred in 2005, reflecting higher debt levels in 2006. The percentage of interest capitalized in 2005 was 90%.Credit Facility, which reduced our aggregate commitment under the Credit Facility.
 
Equity in Income (Loss)Loss of Unconsolidated Joint Ventures.  Our unconsolidated joint ventures operate in certainvarious markets, typically where our consolidated homebuilding operations are located. These unconsolidated joint ventures posted combined revenues of $662.7$122.2 million in 2007, $167.52010, $60.8 million in 20062009 and $212.3$112.8 million in 2005.2008. Theyear-over-year increase in unconsolidated joint venture revenues in 2007 over the prior year2010 was primarily duerelated to an increase in the numbersale of lots soldland by thesean unconsolidated joint ventures.venture in our Southeast reporting segment. Theyear-over-year decrease in unconsolidated joint venture revenues in 2006 from 2005 reflected2009 was primarily due to a changedecline in product mix.the number of homes delivered by the unconsolidated joint ventures. Activities performed by our unconsolidated joint ventures generally include buying,acquiring, developing and selling land, and, in some cases, constructing and delivering homes. Our unconsolidated joint ventures delivered 127102 homes in 2007, 42010, 141 homes in 20062009 and 83262 homes in 2005. Unconsolidated2008, reflecting in part the lower number of unconsolidated joint venture investments we had each year. Our unconsolidated joint ventures generated combined losses of $51.6$17.2 million in 2007 and $48.62010, $102.9 million in 2006,2009 and combined income of $34.7$383.6 million in 2005.2008. Our equity in loss of unconsolidated joint ventures totaled $6.3 million in 2010, $49.6 million in 2009 and $152.8 million in 2008. In 2007,2009 and 2008, our equity in loss of unconsolidated joint ventures included charges of $151.9$38.5 million included a charge of $156.4and $141.9 million, respectively, to recognize the impairment of certain unconsolidated joint ventures mainlyprimarily in our West Coast, Southwest and Southeast reporting segments. In 2006, our equityThere were no such charges in loss of unconsolidated joint ventures of $20.8 million included a charge of $58.6 million to recognize the impairment of certain unconsolidated joint ventures in our West Coast and Southeast segments and a gain of $27.6 million related to the sale of our ownership interest in an unconsolidated joint venture. In 2005, our equity in income from unconsolidated joint ventures totaled $14.2 million.2010.


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


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Ratio of Net Debt to Total Capital.  The following table reconciles our ratio of debt to total capital calculated in accordance with GAAP to the non-GAAP financial measure of our ratio of net debt to total capital (dollars in thousands):
         
  November 30, 
  2010  2009 
 
Mortgages and notes payable $1,775,529  $1,820,370 
Stockholders’ equity  631,878   707,224 
         
Total capital $2,407,407  $2,527,594 
         
Ratio of debt to capital  73.8%  72.0%
         
         
Mortgages and notes payable $1,775,529  $1,820,370 
Less: Cash and cash equivalents and restricted cash  (1,019,878)  (1,289,007)
         
Net debt  755,651   531,363 
Stockholders’ equity  631,878   707,224 
         
Total capital $1,387,529  $1,238,587 
         
Ratio of net debt to total capital  54.5%  42.9%
         
The ratio of net debt to total capital is a non-GAAP financial measure, which we calculate by dividing mortgages and notes payable, net of homebuilding cash and cash equivalents and restricted cash, by total capital (mortgages and notes payable, net of homebuilding cash and cash equivalents and restricted cash, plus stockholders’ equity). The most directly comparable GAAP financial measure is the ratio of debt to capital. We believe the ratio of net debt to total capital is a relevant and useful measure to investors in understanding the leverage employed in our operations and as an indicator of our ability to obtain external financing.
HOMEBUILDING SEGMENTS
 
The following table sets forthpresents financial information related to our homebuilding reporting segments for the years indicated (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2007 2006 2005  2010 2009 2008 
West Coast:                        
Revenues $2,203,303  $3,531,279  $3,050,486  $  700,645  $  812,207  $1,055,021 
Operating costs and expenses  (2,848,548)  (3,178,973)  (2,383,112)
Construction and land costs  (545,983)  (792,182)  (1,202,054)
Selling, general and administrative expenses  (64,459)  (79,659)  (120,446)
       
Operating income (loss)  90,203   (59,634)  (267,479)
Other, net  (20,600)  7,558   13,929   (29,953)  (28,808)  (30,568)
              
Pretax income (loss) $(665,845) $359,864  $681,303  $60,250  $(88,442) $(298,047)
              
Southwest:                        
Revenues $1,349,570  $2,183,830  $1,964,483  $187,736  $218,096  $618,014 
Operating costs and expenses  (1,617,395)  (1,809,930)  (1,452,272)
Construction and land costs  (141,883)  (210,268)  (722,643)
Selling, general and administrative expenses  (45,463)  (35,485)  (69,865)
       
Operating income (loss)  390   (27,657)  (174,494)
Other, net  (19,514)  (8,802)  1,635   (16,192)  (20,915)  (37,700)
              
Pretax income (loss) $(287,339) $365,098  $513,846 
Pretax loss $(15,802) $(48,572) $(212,194)
              
Central:            
Revenues $1,077,304  $1,553,309  $1,559,067 
Operating costs and expenses  (1,134,601)  (1,591,982)  (1,512,831)
Other, net  (6,913)  (16,076)  (18,084)
       
Pretax income (loss) $(64,210) $(54,749) $28,152 
       
Southeast:            
Revenues $1,770,414  $2,091,425  $1,549,277 
Operating costs and expenses  (1,932,084)  (2,036,000)  (1,392,825)
Other, net  (68,750)  (16,492)  (3,944)
       
Pretax income (loss) $(230,420) $38,933  $152,508 
       


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  Years Ended November 30, 
  2010  2009  2008 
 
Central:            
Revenues $436,404  $434,400  $594,317 
Construction and land costs  (364,736)  (391,274)  (570,512)
Selling, general and administrative expenses  (62,550)  (62,645)  (96,306)
             
Operating income (loss)  9,118   (19,519)  (72,501)
Other, net  (10,890)  (9,863)  (10,288)
             
Pretax loss $(1,772) $(29,382) $(82,789)
             
Southeast:            
Revenues $256,978  $351,712  $755,817 
Construction and land costs  (245,416)  (346,728)  (808,354)
Selling, general and administrative expenses  (36,055)  (40,092)  (125,798)
             
Operating loss  (24,493)  (35,108)  (178,335)
Other, net  (18,308)  (43,306)  (80,233)
             
Pretax loss $(42,801) $(78,414) $(258,568)
             
 
The following table presents information concerning our housing revenues, and homes delivered and average selling price by homebuilding reporting segment:
 
                     
     Percent
     Percent
    
     of
     of
    
     Total
     Total
  Average
 
  Housing
  Housing
  Homes
  Homes
  Selling
 
Years Ended November 30,
 Revenues  Revenues  Delivered  Delivered  Price 
  (in thousands)             
 
2007                    
West Coast $2,149,547   35%  4,957   21% $433,600 
Southwest  1,254,932   20   4,855   20   258,500 
Central  1,058,985   17   6,310   27   167,800 
Southeast  1,748,099   28   7,621   32   229,400 
                     
Total $6,211,563   100%  23,743   100% $261,600 
                     
2006                    
West Coast $3,530,679   38%  7,213   22% $489,500 
Southwest  2,151,908   23   7,011   22   306,900 
Central  1,536,075   17   9,613   30   159,800 
Southeast  2,024,574   22   8,287   26   244,300 
                     
Total $9,243,236    100%  32,124    100% $287,700 
                     


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   Percent
   Percent
      Percentage
   Percentage
   
   of
   of
      of
   of
   
   Total
   Total
 Average
    Total
   Total
 Average
 
 Housing
 Housing
 Homes
 Homes
 Selling
  Housing
 Housing
 Homes
 Homes
 Selling
 
Years Ended November 30,
 Revenues Revenues Delivered Delivered Price  Revenues Revenues Delivered Delivered Price 
 (in thousands)          (in thousands)         
2005                    
2010                    
West Coast $3,050,486   38%  6,624   21% $460,500  $700,645   44%  2,023   27% $346,300 
Southwest  1,954,196   24   7,357   24   265,600   181,917   12   1,150   16   158,200 
Central  1,554,863   19   9,866   32   157,600   435,947   28   2,663   36   163,700 
Southeast  1,540,226   19   7,162   23   215,100   256,978   16   1,510   21   170,200 
                      
Total $8,099,771   100%  31,009   100% $261,200  $1,575,487   100%  7,346   100% $214,500 
                      
2009                    
West Coast $772,886   44%  2,453   29% $315,100 
Southwest  206,747   12   1,202   14   172,000 
Central  430,799   24   2,771   33   155,500 
Southeast  347,725   20   2,062   24   168,600 
           
Total $1,758,157   100%  8,488   100% $207,100 
           
2008                    
West Coast $1,054,256   36%  2,972   24% $354,700 
Southwest  548,544   19   2,393   19   229,200 
Central  585,826   20   3,348   27   175,000 
Southeast  751,615   25   3,725   30   201,800 
           
Total $2,940,241   100%  12,438   100% $236,400 
           
 
West Coast — Housing revenues in our West Coast segment decreased 39% to $2.15 billion in 2007 from $3.53 billion in 2006 due to a 31% decrease in homes delivered and an 11% decrease in the average selling price. Homes delivered in this segment decreased to 4,957 in 2007 from 7,213 in 2006 primarily due to a 10% decrease in active communities. We have decreased our active communities to match reduced levels of demand in this segment compared to prior periods. The average selling price fell to $433,600 in 2007 from $489,500 in 2006 due to pricing pressure stemming from highly competitive conditions and weak demand..  Our lower average selling price in 2007 also reflects our efforts to redesign and reengineer our products to improve their affordability, particularly in light of tighter mortgage financing requirements applicable to loans above conforming limits. The West Coast segment generated a pretax losstotal revenues of $665.8$700.7 million in 2007,2010, down 14% from pretax income of $359.9$812.2 million in 2006. This decrease was principally2009 mainly due to charges of $716.4 million for inventory and joint venture impairments and the abandonment of land option contracts in 2007, and a lower housing gross margin stemmingrevenues. All of this segment’s revenues in 2010 were generated from lower sales prices and more frequent use of price concessions and sales incentives.
In 2006, West Coast segment housing operations. Housing revenues increased 16%,decreased by 9% in 2010 from $3.05 billion$772.9 million in 2005,2009 due to a 9% increase in homes delivered and a 6% increase in the average selling price. We delivered 7,213 homes with an average selling price of $489,500 in 2006, up from 6,624 homes with an average selling price of $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% in 2006 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 abandonments in 2006, and a lower housing gross margin stemming from greater use of price concessions and sales incentives as a result of increasing competition.
Southwest — Housing revenues in the Southwest segment decreased 42% to $1.25 billion in 2007, from $2.15 billion in 2006, due to a 16% decrease in the average selling price, and a 31% decrease in homes delivered. The average selling price decreased to $258,500 in 2007 from $306,900 in 2006 due to pricing pressure stemming from a persistent oversupply of new and resale homes in certain markets within this segment coupled with declining demand. We delivered 4,855 homes in the Southwest segment in 2007, down from 7,011 homes in 2006 primarily due to a 24% decrease in active communities, principally in Las Vegas, reflecting our efforts to align our operations with relatively lower levels of demand. The Southwest segment generated a pretax loss of $287.3 million in 2007 compared to pretax income of $365.1 million in 2006. The decrease was primarily due to $385.4 million of inventory and joint venture impairment charges and land option contract abandonments in 2007, and a lower housing gross margin resulting from ongoing weakness in market conditions, greater competition, and the increased use of price concessions and sales incentives to stimulate sales.
In 2006, Southwest segment housing revenues increased 10% from $1.95 billion in 2005, due to a 16% increase in the average selling price, partly offset by a 5% decrease in homes delivered. We delivered 7,011 homes in this segment in 2006 at an average selling price of $306,900 compared to 7,357 homes delivered in 2005 at an average selling price of $265,600. Pretax income decreased to $365.1 million in 2006 from $513.8 million in 2005. As a percentage of total revenues, pretax income decreased to 16.7% in 2006 from 26.2% in 2005. The decrease was primarily due to a lower housing gross margin, reflecting moderating market conditions, greater competition, and the increased use of price concessions and sales incentives.
Central — Housing revenues in the Central segment of $1.06 billion in 2007 decreased 31% from $1.54 billion in 2006, reflecting ayear-over-year decrease of 34%18% decline in homes delivered, partially offset by a 5%10% increase in the average

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selling price. In this segment, homes delivered decreased to 6,310 in 2007 from 9,613 in 2006 primarily due to a 26% decrease in active communities, principally in Texas and Indiana, due to our exiting smaller submarkets and realigning our operations with our reduced sales expectations in these states. The average selling price increased to $167,800 in 2007 from $159,800 in 2006 due to a change in product mix. This segment generated a pretax loss of $64.2 million in 2007, down from a pretax loss of $54.7 million in 2006. The 2007 loss included $38.9 million of inventory and joint venture impairment and land option contract abandonment charges.
In 2006, Central segment housing revenues were essentially flat with 2005, reflecting a 3% decrease in homes delivered offset by a slight increase in the average selling price. Homes delivered in this segment decreased to 9,613 in 2006 from 9,866 in 2005 while the average selling price increased to $159,800 in 2006 from $157,600 in 2005. This segment generated a pretax loss of $54.7 million in 2006, down from pretax income of $28.2 million in 2005 primarily due to $48.8 million of inventory impairments and land option contract abandonments in 2006 and a slightly lower housing gross margin.
Southeast — Housing revenues in the Southeast segment decreased 14% to $1.75 billion in 2007 from $2.02 billion in 2006 due to decreases of 8% in homes delivered and 6% in the average selling price. Homes delivered decreased to 7,6212,023 in 20072010 from 8,2872,453 homes in 20062009, reflecting a 23%year-over-year decline in the difficultoverall average number of active communities we operated in this segment. The average selling price increased to $346,300 in 2010 from $315,100 in 2009, mainly due to a change in product mix, somewhat improved operating conditions, and an increase in many Southeast markets.homes

39


delivered from certain markets within this segment that supported higher selling prices. There were no land sale revenues from this segment in 2010. Land sale revenues totaled $39.3 million in 2009.
This segment posted pretax income of $60.3 million in 2010, compared to a pretax loss of $88.4 million in 2009. Pretax results improved in 2010 compared to 2009 primarily due to a reduction in pretax, noncash charges for inventory impairments and land option contract abandonments and lower selling, general and administrative expenses. Pretax, noncash charges for inventory impairments and land option contract abandonments decreased to $4.6 million in 2010 from $77.6 million in 2009, and were less than 1% of segment total revenues in 2010 and 10% of segment total revenues in 2009. The gross margin improved to 22.1% in 2010 from 2.5% in 2009, reflecting an increase in the average selling price, a decrease in direct construction costs, and lower inventory-related impairment and abandonment charges in 2010. Selling, general and administrative expenses of $64.5 million in 2010 decreased by $15.2 million, or 19%, from $79.7 million in 2009, primarily due to cost reduction initiatives and the lower number of homes delivered. Other, net expenses included no unconsolidated joint venture impairment charges in 2010 and $7.2 million of such charges in 2009.
In 2009, revenues from this segment decreased 23% to $812.2 million from $1.06 billion in 2008 due to lower housing revenues. Housing revenues decreased 26% to $772.9 million in 2009 from $1.05 billion in 2008 as a result of a 17% decrease in homes delivered and an 11% decline in the average selling price. We delivered 2,453 homes at an average selling price of $315,100 in 2009 and 2,972 homes at an average selling price of $354,700 in 2008. Theyear-over-year decrease in the number of homes delivered was primarily due to a 26% reduction in the overall average number of active communities we operated in the segment. The lower average selling price in 2009 reflected downward pricing pressures resulting from intense competition and our rollout of new product at lower price points compared to those of our previous product. Land sale revenues totaled $39.3 million in 2009 and $.8 million in 2008.
This segment generated pretax losses of $88.4 million in 2009 and $298.0 million in 2008. The pretax loss decreased in 2009 compared to 2008, largely due to a reduction in total charges for inventory impairments and land option contract abandonments. These charges decreased to $77.6 million in 2009 from $246.5 million in 2008, and, as a percentage of segment total revenues were 10% in 2009 and 23% in 2008. The gross margin improved to positive 2.5% in 2009 from negative 13.9% in 2008 due to lower inventory impairment and land option contract abandonment charges, reduced direct construction costs, and improved operating efficiencies. Selling, general and administrative expenses decreased by $40.7 million, or 34%, to $79.7 million in 2009 from $120.4 million in 2008 as a result of operational consolidations, workforce reductions and other cost-saving initiatives. Other, net expenses included unconsolidated joint venture impairments of $7.2 million in 2009 and $43.1 million in 2008.
Southwest.  Total revenues from our Southwest segment decreased 14% to $187.7 million in 2010 from $218.1 million in 2009, mainly due to lower housing revenues. Housing revenues decreased 12% to $181.9 million in 2010 from $206.7 million in 2009, reflecting a 4% decrease in the number of homes delivered and an 8% decline in the average selling price. We delivered 1,150 homes in 2010 compared to 1,202 homes in 2009, principally due to our operating an overall average of 13% fewer active communities in this segment year over year. The average selling price decreased to $229,400$158,200 in 20072010 from $244,300$172,000 in 20062009 due to downward pricing pressures from intense competition and our continued rollout of new product at lower price points compared to our previous product. Land sale revenues totaled $5.8 million in 2010 compared to $11.4 million in 2009.
Pretax losses from this segment narrowed to $15.8 million in 2010 from $48.6 million in 2009, largely due to a decrease in pretax, noncash charges for inventory impairments. These charges decreased to $1.0 million in 2010 and represented less than 1% of segment total revenues. In 2009, pretax, noncash inventory impairment charges totaled $28.8 million and represented 13% of segment total revenues. The gross margin improved to 24.4% in 2010 from 3.6% in 2009, reflecting a decrease in direct construction costs and the reduction in inventory impairment charges. Selling, general and administrative expenses increased by $10.0 million, or 28%, to $45.5 million in 2010 from $35.5 million in 2009, mainly due to a charge associated with the writedown of a note receivable, and higher legal and advertising expenses. Other, net expenses included no unconsolidated joint venture impairment charges in 2010 and $5.4 million of such charges in 2009.
In 2009, total revenues from our Southwest segment decreased 65% to $218.1 million from $618.0 million in 2008, primarily due to lower housing revenues. Housing revenues fell 62% to $206.7 million in 2009 from $548.5 million in 2008 due to a 50% decrease in the number of homes delivered and a 25% decline in the average selling price. We delivered 1,202 homes at an average selling price of $172,000 in 2009, and 2,393 homes at an average


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selling price of $229,200 in 2008. Theyear-over-year decrease in the number of homes delivered was largely due to a 47% decrease in the overall average number of active communities we operated in this segment. The lower average selling price in 2009 reflected intense pricing pressure stemming from an oversupply of new and resale homes in our served markets in the segment, rising foreclosures and lower demand, as highly competitive conditions exerted downward pressure on home prices, primarilywell as our rollout of new product at lower price points compared to our previous product. Revenues from land sales totaled $11.4 million in Florida.2009 compared to $69.5 million in 2008.
Pretax losses from this segment totaled $48.6 million in 2009 and $212.2 million in 2008. The Southeast segment generated a2009 pretax loss of $230.4decreased from the prior year principally due to lower charges for inventory impairments and land option contract abandonments. These charges decreased to $28.8 million in 2007, including charges2009 from $160.8 million in 2008, and represented 13% of $269.6segment total revenues in 2009 compared to 26% in 2008. The gross margin improved to positive 3.6% in 2009 from negative 16.9% in 2008, mainly due to the reduced inventory impairment charges. Selling, general and administrative expenses decreased by $34.4 million, for inventoryor 49%, to $35.5 million in 2009 from $69.9 million in 2008, due primarily to overhead reductions and other cost-saving initiatives. Included in other, net expenses were unconsolidated joint venture impairments of $5.4 million in 2009 and $30.4 million in 2008.
Central.  Total revenues from our Central segment increased slightly to $436.4 million in 2010 from $434.4 million in 2009, reflecting higher housing revenues. Housing revenues rose 1% to $435.9 million in 2010 from $430.8 million in 2009, mainly due to a 5% increase in the abandonmentaverage selling price, partially offset by a 4% decline in the number of homes delivered. Homes delivered decreased to 2,663 in 2010 from 2,771 in 2009, despite a 4% increase in the overall average number of active communities we operated in this segment. The average selling price rose to $163,700 in 2010 from $155,500 in 2009, primarily due to favorable changes in community and product mix and somewhat improved operating conditions in certain markets within this segment. Land sale revenues totaled $.5 million in 2010 and $3.6 million in 2009.
Pretax losses from this segment totaled $1.8 million in 2010 and $29.4 million in 2009. These pretax results improved in 2010 compared to 2009 largely due to lower pretax, noncash inventory-related charges. The pretax loss in 2010 included $6.9 million of pretax, noncash land option contracts,contract abandonment charges, compared to $23.9 million of pretax, incomenoncash inventory impairment charges in 2009. As a percentage of $38.9segment total revenues, these pretax, noncash charges were 2% in 2010 and 5% in 2009. The gross margin improved to 16.4% in 2010 from 9.9% in 2009, mainly due to an increase in the average selling price, a decrease in direct construction costs and lower inventory-related charges. Selling, general and administrative expenses totaled $62.6 million in 2006. The Southeast segment impairmentboth 2010 and abandonment charges were principally in Florida.2009.
 
In 2006, Southeast2009, this segment generated total revenues of $434.4 million, down 27% from $594.3 million in 2008, reflecting lower housing and land sale revenues. Housing revenues rose 31%declined 26% to $2.02 billion$430.8 million in 2009 from $1.54 billion$585.8 million in 2005 as2008, mainly due to a result of a 16% increase17% decrease in homes delivered and a 14% increasean 11% decline in the average selling price. Homes delivered decreased to 2,771 in 2009 from 3,348 homes in 2008, partly due to a 30%year-over-year reduction in the overall average number of active communities we operated in this segment increased to 8,287 in 2006 from 7,162 in 2005, while thesegment. The average selling price increaseddeclined to $244,300$155,500 in 20062009 from $215,100$175,000 in 2005. Pretax income2008, reflecting downward pricing pressure due to highly competitive conditions, and our rollout of lower-priced new product. Land sale revenues totaled $3.6 million in 2009 and $8.5 million in 2008.
This segment posted pretax losses of $29.4 million in 2009 and $82.8 million in 2008. The loss decreased in 2009 compared to 2008 largely due to lower inventory impairment charges. These charges decreased to $38.9$23.9 million in 2006 from $152.52009 compared to $51.5 million in 2005.2008. As a percentage of segment total revenues, pretax incomeinventory impairment charges were 5% in 2009 and 9% in 2008. The gross margin improved to 9.9% in 2009 from 4.0% in 2008, mainly due to lower inventory impairment charges and lower direct construction costs. Selling, general and administrative expenses decreased by $33.7 million, or 35%, to 1.9%$62.6 million in 20062009 from 9.8%$96.3 million in 20052008, as a result of the steps we had taken to align our overhead costs with market conditions in this segment. Other, net expenses included no unconsolidated joint venture impairment charges in 2009 and $2.6 million of such charges in 2008.
Southeast.  Our Southeast segment generated total revenues of $257.0 million in 2010, down 27% from $351.7 million in 2009, primarily due to lower housing revenues. All of this segment’s revenues in 2010 were generated from housing operations. In 2010, housing revenues declined 26% from $347.7 million in 2009 due to a 27% decrease in homes delivered, partly offset by an 1% increase in the average selling price. We delivered 1,510 homes in 2010 compared to 2,062 homes in 2009, reflecting a 19% reduction in the overall average number of active communities we operated in this segment. The average selling price rose to $170,200 in 2010 from $168,600 in 2009, principally due to $129.9a change in community and product mix. There were no land sale revenues in 2010. Land sale revenues totaled $4.0 million in 2009.


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This segment posted pretax losses of $42.8 million in 2010 and $78.4 million in 2009. The pretax loss narrowed on ayear-over-year basis, primarily due to the decline in total pretax, noncash charges for inventory impairment chargesimpairments and land option contract abandonments, which decreased to $7.5 million in 2006.2010 from $37.8 million in 2009. As a percentage of segment total revenues, these charges were 3% in 2010 and 11% in 2009. The gross margin improved to 4.5% in 2010 from 1.4% in 2009, largely due to the reduction in pretax, noncash charges for inventory impairments and land option contract abandonments and the slight increase in the average selling price. Selling, general and administrative expenses decreased by $4.0 million, or 10%, to $36.1 million in 2010 from $40.1 million in 2009 as a result of our actions to reduce overhead in line with market conditions in this segment. Other, net expenses included no unconsolidated joint venture impairment charges in 2010 and $25.9 million of such charges in 2009.
In 2009, this segment generated total revenues of $351.7 million in 2009, down 53% from $755.8 million in 2008, primarily due to a decrease in housing revenues. In 2009, housing revenues declined 54% to $347.7 million from $751.6 million in 2008 as a result of a 45% decrease in homes delivered and a 16% decline in the average selling price. We delivered 2,062 homes in 2009 compared to 3,725 homes in 2008, reflecting a 48% reduction in the overall average number of active communities we operated. The average selling price fell to $168,600 in 2009 from $201,800 in 2008, due to downward pricing pressure from highly competitive conditions and our rollout of new product at lower price points compared to our previous product. Revenues from land sales totaled $4.0 million in 2009 and $4.2 million in 2008.
This segment posted pretax losses of $78.4 million in 2009 and $258.6 million in 2008. Theyear-over-year decrease in the pretax loss primarily reflected lower total charges for inventory impairments and land option contract abandonments, which decreased to $37.8 million in 2009 from $148.0 million in 2008. As a percentage of segment total revenues, these charges were 11% in 2009 and 20% in 2008. The gross margin improved to positive 1.4% in 2009 from negative 7.0% in 2008, mainly due to the lower level of inventory impairment and land option contract abandonment charges. Selling, general and administrative expenses decreased by $85.7 million, or 68%, to $40.1 million in 2009 from $125.8 million in 2008 as a result of our actions to reduce overhead in line with market conditions in this segment. Included in other, net expenses were unconsolidated joint venture impairments of $25.9 million in 2009 and $65.7 million in 2008.
 
FINANCIAL SERVICES SEGMENT
 
Our financial services segment provides title and insurance services to our homebuyers and provided escrow coordination services until 2007, when we terminated our escrow coordination business.homebuyers. This segment also provides mortgage banking services to our homebuyers indirectly through Countrywide KB Home Loans. 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 homebuyers on September 1, 2005 and essentially replaced the mortgage banking operations of KBHMC, our wholly owned financial services subsidiary which had provided mortgage banking services to our homebuyers in the past.KBA Mortgage. We and Countrywidea subsidiary of Bank of America, N.A., each have a 50% ownership interest in theKBA Mortgage. KBA Mortgage is operated by our joint venture with Countrywide providing management oversight of the joint venture’s operations. Countrywide KB Home Loanspartner and 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,  Years Ended November 30, 
 2007 2006 2005  2010 2009 2008 
Revenues $15,935  $  20,240  $31,368  $8,233  $8,435  $10,767 
Expenses  (4,796)  (5,923)  (20,400)  (3,119)  (3,251)  (4,489)
Equity in income of unconsolidated joint venture  22,697   19,219   230   7,029   14,015   17,540 
              
Pretax income $33,836  $33,536  $11,198  $12,143  $19,199  $23,818 
              
  
Total originations (a):                        
Loans  16,869   15,740   15,325   5,706   7,170   10,141 
Principal $3,934,336  $3,843,793  $2,789,818  $1,092,508  $1,317,904  $2,073,382 
Retention rate  72%  57%  48%
Percentage of homebuyers using KBA Mortgage  82%  84%  80%
Loans sold to third parties (a):                        
Loans  16,909   15,613   12,045   5,850   6,967   11,289 
Principal $3,969,827  $3,787,597  $1,910,153  $1,092,739  $1,275,688  $2,328,702 
 
 
(a) Includes combined Countrywide KB Home LoansLoan originations and KBHMC results for 2005.sales occur within KBA Mortgage.


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Revenues.  Our financial services operations generatedgenerate revenues primarily from the following sources: interest income;income, title services;services, and insurance commissions; escrow coordination fees;commissions. Financial services revenues totaled $8.2 million in 2010, $8.4 million in 2009 and sales$10.8 million in 2008. Theyear-over-year decrease in financial services revenues in 2010 was primarily due to lower revenues from title services as a result of mortgage loansour homebuilding operations delivering fewer homes. In 2009, theyear-over-year decline in financial services revenues was mainly due to lower revenues from title and servicing rights. insurance services, also reflecting in each case fewer homes delivered from our homebuilding operations.
Financial services revenues included a nominal amount of interest income ofin 2010 and 2009 and $.2 million of interest income in 2007, $.2 million in 2006 and $8.2 million in 2005,2008, which was earned primarily from first mortgages and mortgage-backed securities held for long-term investment as collateral. Interest income decreased in 2007 and 2006 mainly due to the wind-down of the mortgage banking operations of KBHMC.money market deposits. Financial services revenues also included revenues from title services and insurance commissions and escrow coordination fees of $15.7totaling $8.2 million in 2007, $20.02010, $8.4 million in 2006,2009 and $17.3$10.6 million in 2005. The decrease in financial services revenues in 2007 compared to 2006 was due to the lower number of homes delivered by our homebuilding operations and the termination of our escrow coordination business in 2007. The increases in revenues related to these services in 2006 correlated with the increase in the number of homes delivered from our homebuilding operations. Financial services revenues included mortgage and servicing rights income of $5.9 million in 2005. Due to the sale of KBHMC’s mortgage banking operations in the fourth quarter of 2005, the financial services segment did not generate any mortgages and servicing rights income in 2006 or 2007.2008.
 
Expenses.  Financial services expenses in 2007, 2006 and 2005 were comprised of interest expense, general and administrative expenses, and other income and expense items. Interest expense decreased to a nominal amount in 2007 and 2006 from $5.2 million in 2005 due to the wind-down of KBHMC’s mortgage banking operations in late 2005.  General and administrative expenses totaled $4.8$3.1 million in 2007, $5.92010, $3.2 million in 20062009 and $22.0$4.5 million in 2005.2008. In 2010, these expenses decreased slightly from 2009 corresponding to the slight decrease in revenues. The decreaseyear-over-year decreases in general and administrative expenses primarily reflect the actions we have taken to reduce overhead in 2007 was primarily due to the termination of our escrow coordination business in 2007. In 2006, the decrease in general and administrative expenses was primarily due to the wind-down of KBHMC’s mortgage banking operations in the fourth quarter of 2005 and the change in the mortgage banking operations of KBHMC to 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.operations.
 
Equity in incomeIncome of unconsolidated joint venture.Unconsolidated Joint Venture.  The equity in income of unconsolidated joint venture of $22.7$7.0 million in 2007, $19.22010, $14.0 million in 20062009 and $.2$17.5 million in 2005 relates2008 related to our 50% interest in the Countrywide KB Home Loans joint venture.KBA Mortgage. The increaseyear-over-year decreases in unconsolidated joint venture income in 2007 compared2010 and 2009 were mainly due to 2006 reflected a 7% increasedeclines in the number of loans originated by KBA Mortgage, reflecting in large part the Countrywide KB Home Loanslower volume of homes we delivered in each year. Theyear-over-year decline in unconsolidated joint venture reflectingincome in 2009 was also due to a higher retention rate (thedecrease in average loan size as a result of the generally lower average selling prices of our homes compared to 2008. KBA Mortgage originated 5,706 loans in 2010, 7,170 loans in 2009 and 10,141 loans in 2008. The percentage of our homebuyers using Countrywide KB Home LoansKBA Mortgage as theira loan originator). originator was 82% in 2010, 84% in 2009 and 80% in 2008.
The overall retention rate increase during 2007 reflected the continuing maturationequity in income of the joint venture, which began in late 2005. In 2006, the increase in unconsolidated joint venture in 2008 was affected by KBA Mortgage’s adoption of Topic 5DD (formerly Staff Accounting Bulletin No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings”) and the provisions as required by Accounting Standards Codification Topic No. 825, “Financial Instruments” (“ASC 825”). Topic 5DD expresses the current view of the SEC that, consistent with the guidance in Accounting Standards Codification Topic No. 860, “Transfers and Servicing” and ASC 825, the expected net future cash flows related to the associated servicing of loans should be included in the measurement of the fair value of all written loan commitments that are accounted for at fair value through earnings. ASC 825 permits entities to choose to measure various financial instruments and certain other items at fair value on acontract-by-contract basis. Under ASC 825, KBA Mortgage elected the fair value option for residential consumer mortgage loans held for sale that were originated subsequent to February 29, 2008. As a result of KBA Mortgage’s adoption of Topic 5DD and ASC 825, our equity in income reflectedof unconsolidated joint venture of the joint venture’s first full year of operation.financial services segment increased by $1.7 million in 2008.


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INCOME TAXES
 
We recognized an income tax benefit from continuing operations of $46.0$7.0 million in 20072010, compared to an income tax benefit of $209.4 million in 2009 and income tax expense from continuing operations of $178.9$8.2 million in 20062008. The income tax benefit in 2010 reflected the recognition of a $5.4 million federal income tax benefit from an additional carryback of our 2009 NOLs to offset earnings we generated in 2004 and $447.02005, and the reversal of a $1.6 million liability for unrecognized tax benefits due to the status of federal and state tax audits. The income tax benefit in 2005. These amounts represent an effective2009 resulted primarily from the recognition of a $190.7 million federal income tax ratebenefit based on the pretaxcarryback of our 2009 NOLs to offset earnings we generated in 2004 and 2005, and the reversal of a $16.3 million liability for unrecognized federal and state tax benefits due to the status of federal and state tax audits. The income tax expense in 2008 was mainly due to the disallowance of tax benefits related to our 2008 loss from continuing operations for 2007as a result of 3%a full valuation allowance. Due to the effects of our deferred tax asset valuation allowance, carryback of NOLs, and changes in our unrecognized tax benefits, our effective tax rates onin 2010, 2009 and 2008 are not meaningful items as our income tax amounts are not directly correlated to the amount of our pretax incomelosses for those periods.
On November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009 was enacted into law and amended Section 172 of the Internal Revenue Code to extend the permitted carryback period for offsetting certain NOLs against earnings from continuing operationstwo years to up to five years. Due to this federal tax legislation, we were able to carry back our 2009 NOLs to offset earnings we generated in 2004 and 2005. As a result, we filed an application for a federal tax refund of 31%


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$190.7 million and reflected this amount as a receivable in our consolidated balance sheet as of November 30, 2009. We received the cash proceeds from the refund in the first quarter of 2010. In September 2010, we filed an amended application for 2006a federal tax refund to carry back an additional amount of our 2009 NOLs to offset earnings we generated in 2004 and 37% for 2005. The decreaseamended application generated a refund in our effective tax ratethe amount of $5.4 million, and we received the cash proceeds of this refund in the fourth quarter of 2010.
Since 2007, from 2006 was primarily due to the prolonged housing downturn, the asset impairment and land option contract abandonment charges we have incurred and the NOLs we have posted, we have generated substantial deferred tax assets and established a non-cashcorresponding valuation allowance recorded as a reserve against certain of those deferred tax assets. Excluding the impact of the valuation allowance, our effective tax rate for 2007 would have been 38%. The decrease in our effective tax rate in 2006 from 2005 was primarily due to the release of excess state tax accruals, tax benefits from the manufacturing deduction created by the American Jobs Creation Act of 2004, and a reduction in the disallowance of stock-based compensation deductions and related expenses, partially offset by a reduction in available tax credits and a 25% phase-out of these credits.
We generated significant deferred tax assets in 2007 largely due to the inventory impairmentsIn accordance with Accounting Standards Codification Topic No. 740, “Income Taxes” (“ASC 740”), we incurred during the year. We evaluate our deferred tax assets on a quarterly basis to determine whether aif valuation allowance isallowances are required. In accordance with SFAS No. 109, weASC 740 requires that companies assess whether a valuation allowanceallowances should be established based on our determinationthe consideration of whether it is moreall available evidence using a “more likely than not that some portion or allnot” standard. During 2010, we recorded a net increase of $21.1 million to the valuation allowance against net deferred tax assets. The net increase was comprised of a $26.6 million valuation allowance recorded against the net deferred tax assets will not be realized. In lightgenerated from the loss for the year, partially offset by the $5.4 million federal income tax benefit from the additional carryback of our 2009 NOLs to offset earnings we generated in 2004 and 2005.
During the continued downturnfirst nine months of 2009, we recognized a net increase of $67.5 million in the housing market andvaluation allowance. This increase reflected the uncertainty as to its length and magnitude, we anticipate being innet impact of an $89.9 million valuation allowance recorded during the first nine months of 2009, partly offset by a three-year cumulative loss position during fiscal year 2008. According to SFAS No. 109, a three-year cumulative loss is significant negative evidence in considering whetherreduction of deferred tax assets are realizable, and also generally precludes relying on projectionsdue to the forfeiture of future taxable income to support the recovery of deferred tax assets. Therefore, duringcertain equity-based awards. In the fourth quarter of 2007,2009, we recognized a decrease in the valuation allowance of $196.3 million primarily due to the benefit derived from the carryback of our 2009 NOLs to offset earnings we generated in 2004 and 2005. As a result, the net decrease in the valuation allowance for the year ended November 30, 2009 totaled $128.8 million. The decrease in the valuation allowance was reflected as a noncash income tax benefit of $130.7 million and a noncash charge of $1.9 million to accumulated other comprehensive loss. During 2008, we recorded a valuation allowance totaling approximately $522.9of $355.9 million against our net deferred tax assets. The valuation allowance was reflected as a non-cashnoncash charge of $514.2$358.2 million to income tax expense and $8.7a noncash benefit of $2.3 million to accumulated other comprehensive loss (as a result of an adjustment made in accordance with Statementthe adoption of Financialprovisions of Accounting Standards Codification Topic No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post715, “Compensation — Retirement Plans, an amendment of FASB Statement No. 87, 88, 106 and 132(R)”Benefits” (“SFAS No. 158”ASC 715”)). The deferred tax assets, for which there is no valuation allowance, relate to amounts that can be realized through future reversals of existing taxable temporary differences or through carrybacks to the 2006 and 2007 years. The majority of the tax benefits associated with our net deferred tax assets can be carried forward for 20 years. To the extent we generate sufficientyears and applied to offset future taxable income in the future to fully utilize the tax benefits of the relatedincome.
Our net deferred tax assets we expect our effectivetotaled $1.1 million at both November 30, 2010 and 2009. The deferred tax rateasset valuation allowance increased to decrease as$771.1 million at November 30, 2010 from $750.0 million at November 30, 2009, reflecting the impact of the $21.1 million net increase in the valuation allowance is reversed.recorded in 2010 described above.
 
During 2007, 2006The benefits of our NOLs, built-in losses and 2005, we made investments that resulted in benefits in the form of synthetic fuel tax credits. During 2005, a small portion of these tax credits were forfeitedwould be reduced or potentially eliminated if we experienced an “ownership change” under Section 382. Based on our analysis performed as part of November 30, 2010, we do not believe we have experienced an Internal Revenue Service (“IRS”) settlement. Additionally, theseownership change as defined by Section 382, and, therefore, the NOLs, built-in losses and tax credits arewe have generated should not be subject to a phase-out provision that gradually reduces the tax credits if the annual average priceSection 382 limitation as of domestic crude oil increases to a stated phase-out range. We currently estimate the phase-out percentage for 2007 to be 65%. In 2006, there was a 25% reduction in tax credits and in 2005 there was no reduction in tax credits.this reporting date.
 
DISCONTINUED OPERATIONS
Discontinued operations are comprised solely of our French operations, which were sold on July 10, 2007. We sold our 49% equity interest in KBSA for total gross proceeds of $807.2 million, and a pretax gain of $706.7 million ($438.1 million, net of income taxes) was recognized in the third quarter of 2007 related to the transaction. The sale was made pursuant to a share purchase agreement dated May 22, 2007 (the “Share Purchase Agreement”), among us, Financière Gaillon 8 SAS (the “Purchaser”), an affiliate of PAI partners, a European private equity firm, and three of our wholly owned subsidiaries: Kaufman and Broad Development Group, International Mortgage Acceptance Corporation, and Kaufman and Broad International, Inc. (collectively, the “Selling Subsidiaries”). Under the Share Purchase Agreement, the Purchaser agreed to acquire our 49% equity interest (representing 10,921,954 shares held collectively by the Selling Subsidiaries) at a price of 55.00 euros per share. The purchase price consisted of 50.17 euros per share paid by the Purchaser in cash, and a cash dividend of 4.83 euros per share paid by KBSA.
In 2007, income from discontinued operations, net of income taxes, totaled $485.4 million, or $6.29 per diluted share, including the gain realized on the sale of these operations. Income from discontinued operations, net of income taxes, totaled $89.4 million, or $1.08 per diluted share, in 2006 and $69.2 million, or $.78 per diluted share, in 2005.


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LIQUIDITY AND CAPITAL RESOURCES
 
Overview.  We historically have funded our homebuilding and financial services operationsactivities with internally generated cash flows and external sources of debt and equity financing. We also have the Credit Facility under which we may borrow funds from time to time as needed.
 
In light ofDuring the deteriorating marketperiod from mid-2006 through 2009, amid challenging conditions in 2007,the housing market, we took several decisive actions duringfocused on generating cash by exiting or reducing our investments in certain markets, selling land positions and interests, and improving the yearfinancial performance of our homebuilding operations. The cash generated from these efforts improved our liquidity, enabled us to generate cash flow, reduce debt levels and strengthenstrengthened our consolidated financial position. Based on the prolonged housing downturn and our goals of maintaining a strong and liquid balance sheet. These actions included reducing inventorysheet and community counts, trimmingpositioning our workforce, consolidating or exiting underperforming marketsbusiness to capitalize on future growth opportunities, in 2010, we continued to manage our use of cash to operate our business and sellingwe made strategic acquisitions of attractive land assets that met our French operations. Dueinvestment and marketing standards. We ended our 2010 fiscal year with $1.02 billion of cash and cash equivalents and restricted cash, compared to the strategies we employed, we reduced our debt by $758.5 million and increased$1.29 billion at November 30, 2009. The majority of our cash balance by $625.2 millionand cash equivalents were invested in 2007.
In 2007,money market accounts and U.S. government securities. Depending on housing market conditions in 2011, we completed the early redemption of $650.0 million of debt. On July 27, 2007, we completed the redemption of all $250.0 millionplan to use a portion of our 91/2% senior subordinatedunrestricted cash to acquire additional land assets and increase our active community count.


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Capital Resources.  At November 30, 2010, we had $1.78 billion of mortgages and notes due in 2011payable outstanding compared to $1.82 billion outstanding at a priceNovember 30, 2009, reflecting the repayment of 103.167% of the principal amount of the notes, plus accrued interest to the date of redemption. On July 31, 2007, we repaid in full our $400 Million Term Loan, together with accrued interest to the date of repayment. The $400 Million Term Loan was scheduled to mature on April 11, 2011. We incurred a loss of $13.0 million associated with the early extinguishment of this debt, primarilymortgages and land contracts due to a call premium on the senior subordinated notesland sellers and the write-off of unamortized debt issuance costs.other loans during 2010.
 
Our financial leverage, as measured by the ratio of debt to total capital, was 53.9%73.8% at the end of 2007 and 50.0%November 30, 2010, compared to 72.0% at the end of 2006.November 30, 2009. The year-over-year increase in this ratioour financial leverage primarily reflected lower retained earningsthe decrease in 2007 primarily due to substantial non-cash charges recorded during the year for theour stockholders’ equity as a result of net losses and inventory impairment of inventory, joint ventures and goodwill; the abandonment of land option contracts; and the valuation allowance recorded on certain deferred tax assets.contract abandonment charges we incurred in 2010. Our ratio of net debt to net total capital at November 30, 20072010 was 31.1%54.5%, representing an improvement of 12.1 percentage points from our 43.2% ratiocompared to 42.9% at November 30, 2006. Net debt to net total capital is calculated by dividing mortgages and notes payable, net of homebuilding cash, by net total capital (mortgages and notes payable, net of homebuilding cash, plus stockholders’ equity). We believe the ratio of net debt to net total capital is useful in understanding the leverage employed in our operations and comparing us with others in the homebuilding industry.2009.
 
Capital Resources.  External sources of financing for our homebuilding activities include our Credit Facility, 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 Credit Facility. Interest onAt November 30, 2009, we maintained the Credit Facility is payable monthly at the London Interbank Offered Rate plus an applicable spread on amounts borrowed. Atwith a syndicate of lenders that was scheduled to mature in November 30, 2007,2010. Anticipating that we had $296.8 million of outstanding letters of credit and no outstanding borrowings, leaving approximately $1.20 billion available for our future usewould not need to borrow under the Credit Facility. (This amount is based onFacility before its scheduled maturity and to trim the $1.50 billioncosts associated with maintaining it, effective December 28, 2009, we voluntarily reduced the aggregate commitment under the Credit Facility atfrom $650.0 million to $200.0 million, and effective March 31, 2010, we voluntarily terminated the Credit Facility.
With the Credit Facility’s termination, we proceeded to enter into the LOC Facilities with various financial institutions to obtain letters of credit in the ordinary course of operating our business. As of November 30, 2007. On January 25, 2008,2010, $87.5 million of letters of credit were outstanding under the LOC Facilities. The LOC Facilities require us to deposit and maintain cash with the financial institutions as collateral for our letters of credit outstanding. As of November 30, 2010, the amount of cash maintained for the LOC Facilities totaled $88.7 million and was included in restricted cash on our consolidated balance sheet as of that date. In 2011, we may maintain or, if necessary or desirable, enter into additional or expanded letter of credit facilities with the same or other financial institutions.
Under the terms of the Credit Facility, was amended and the aggregate commitment was reduced to $1.30 billion as disclosed in Note 22. Subsequent Event in the Notes to Consolidated Financial Statements in this Form 10-K. If the $1.30 billion had been in effect at November 30, 2007, approximately $1.00 billion would have been available for our future use at that date.)
On August 17, 2007, we entered into a third amendment (the “Revolver Amendment”) to the Credit Facility. The Revolver Amendment allows for a reduction of the minimum interest coverage ratio (the “Coverage Ratio”) otherwisewere required, under the Credit Facility for a period of up to nine consecutive quarters (the “Reduction Period”). The Coverage Ratio is the ratio of our consolidated EBITDA to consolidated interest expense (as defined under the Credit Facility). During the Reduction Period, the interest rates applied to borrowings and the unused line fee under the Credit Facility, and the maximum ratio of our consolidated total indebtedness to consolidated tangible net worth, are subject to adjustment. The Revolver Amendment also permits us to eliminate any minimum Coverage Ratio requirement during the Reduction Period, for a period of up to four quarters, if certain financial criteria are met, and makes permanent amendments to certainamong other provisions of the Credit Facility. Consenting lenders to the Revolver Amendment received a fee in connection with this amendment.
The Credit Facility, as amended, contains covenants that require us to stay within certain specified financial ratios. The non-cash charges associated with inventory and joint venture impairments, land option contract abandonments, goodwill impairment and the valuation allowance on deferred tax assets in 2007 negatively affected our ability to comply at November 30, 2007 with a covenant in the Credit Facility that requires usthings, to maintain a certain consolidated tangible


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net worth. As a result, on January 7, 2008, we obtained a waiver of compliance under this covenant. To address our covenant compliance for future periods, we entered into a fourth amendment to the Credit Facility on January 25, 2008 that amended the minimum consolidated tangible net worth and certain financial statement ratios, and were subject to limitations on acquisitions, inventories and indebtedness. As a result of the Credit Facility’s termination, these restrictions and requirements are no longer in effect. In addition, the termination of the Credit Facility released and discharged six of our subsidiaries from guaranteeing any obligations with respect to our senior notes (the “Released Subsidiaries”). Three of our subsidiaries (the “Guarantor Subsidiaries”) continue to provide a guarantee with respect to our senior notes.
In addition to the cash deposits maintained for the LOC Facilities, restricted cash on our consolidated balance sheet at November 30, 2010 included $26.8 million of cash in an escrow account required as collateral for a surety bond.
The indenture governing our senior notes does not contain any financial maintenance covenants. Subject to specified exceptions, the indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness, or engage in sale-leaseback transactions involving property or assets above a certain specified value. Unlike our other senior notes, the terms governing our $265 Million Senior Notes contain certain limitations related to mergers, consolidations, and sales of assets.
As of November 30, 2010, we were in compliance with the applicable terms of all of our covenants under our senior notes, the indenture, and mortgages and land contracts due to land sellers and other loans. Our ability to secure future debt financing may depend in part on our ability to remain in such compliance.
As further discussed below under “Off-Balance Sheet Arrangements,” various financial and non-financial covenants apply to the outstanding debt of our unconsolidated joint ventures, and a failure of such an unconsolidated joint venture to comply with any applicable debt covenants could result in a default and cause lenders to seek to enforce guarantees, if applicable, provided by usand/or our corresponding unconsolidated joint venture partner(s). As discussed above under “Part I — Item 3. Legal Proceedings,” we are requiredcurrently party to maintain.an involuntary bankruptcy case initiated by the lenders to one of these unconsolidated joint ventures, which may impact the enforcement of a guarantee. An unfavorable outcome in this case could have a material adverse effect on our consolidated financial position and results of operations.
 
Depending on 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, 2007,2010, we had outstanding seller-financed notesmortgages and land contracts due to land sellers and other loans payable in connection with such financing of $19.1$118.1 million, secured primarily by the underlying property, which had a carrying value of $48.0$161.9 million.


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Consolidated Cash Flows.  Operating, investing and financing activities used net cash of $269.5 million in 2010 and $202.2 million in 2008. These activities provided net cash of $539.6$36.4 million in 2007 and $479.2 million in 2006. These2009.
Operating Activities.  Operating activities used net cash of $66.0$133.9 million in 2005.
Operating Activities.  Continuing operations2010 and provided net cash of $349.9 million in 2009. Theyear-over-year change in net operating cash of $896.9 million during 2007 and $480.2 million during 2006. The year-over-year change in operating cash flow primarily reflected a net decreaseflows was largely due to an increase in inventories stemming fromin 2010, reflecting land acquisition activity undertaken as part of our curtailment of inventory investmentsstrategy to restore our homebuilding operations to profitability, as discussed above under “Part I — Item 1. Business — Strategy.” In contrast, in light of challenging housing2009, we strategically reduced our inventories and limited land purchase activity to align our operations with the prevailing market conditions during that period and to support our diminished future sales expectations. balance sheet goals. As noted above under “Overview,” we may use a portion of our unrestricted cash in 2011 to acquire additional land assets and increase our active community count, depending on market conditions.
Our sourcesuses of operating cash in 20072010 included a net decreaseincrease in inventories of $779.9$129.3 million (excluding inventory impairments and land option contract abandonments, $4.1$55.2 million of inventories acquired through seller financing and a decrease of $409.5$41.6 million in consolidated inventories not owned) in conjunction with our land asset acquisition activities, a decrease in accounts payable, accrued expenses and other liabilities of $199.2 million, a net loss of $69.4 million, and other operating uses of $1.7 million. Partially offsetting the cash used was a decrease in receivables of $211.3 million, mainly due to a $190.7 million federal income tax refund we received during the first quarter of 2010 as a result of the carryback of our 2009 NOLs to offset earnings we generated in 2004 and 2005.
In 2009, operating cash was provided by a net decrease in inventories of $433.1 million (excluding inventory impairments and land option contract abandonments, $16.2 million of inventories acquired through seller financing, a decrease of $45.3 million in consolidated inventories not owned, and an increase of $97.6 million in inventories in connection with the consolidation of certain previously unconsolidated joint ventures), other operating sources of $8.3 million and various noncash items added to the net loss for the year. The cash provided in 2009 was partly offset by a decrease in accounts payable, accrued expenses and other liabilities of $252.6 million and a net loss of $101.8 million.
In 2008, operating cash was provided by a net decrease in inventories of $545.9 million (excluding inventory impairments and land option contract abandonments, $90.0 million of inventories acquired through seller financing and a decrease of $143.1 million in consolidated inventories not owned), other operating sources of $17.4$32.6 million and various non-cashnoncash items added to the net loss from continuing operations.for the year. Partially offsetting the cash provided in 2008 was a net loss from continuing operations of $929.4$976.1 million, and a decrease in accounts payable, accrued expenses and other liabilities of $340.6 million. Our French discontinued operations provided net cash from operating activities of $297.4$282.8 million in 2007.
In 2006, sources of operating cash from our continuing operations included earnings of $482.4 million, an increase in accounts payable, accrued expenses and other liabilities of $205.7 million, other operating sources of $7.2 million and various non-cash items deducted from net income. Our sources of operating cash in 2006 were partially offset by an increase in inventories of $356.3 million (excluding inventory impairments and land option contract abandonments, $128.7 million of inventories acquired through seller financing and a decrease of $18.1 million in consolidated inventories not owned) and an increase in receivables of $23.5$60.6 million. Our French discontinued operations provided net cash from operating activities of $229.5 million in 2006.
In 2005, uses of operating cash by our continuing operations included net investments in inventories of $1.81 billion (excluding inventory impairments and land option contract abandonments, $36.8 million of inventories acquired through seller financing and an increase of $120.7 million in consolidated inventories not owned). The cash used was partially offset by earnings of $823.7 million, an increase in accounts payable, accrued expenses and other liabilities of $697.5 million, a decrease in receivables of $50.1 million, other operating sources of $55.7 million and variousnon-cash items deducted from net income. Our French discontinued operations provided net cash from operating activities of $86.7 million in 2005.
 
Investing Activities.  Continuing operations provided net cash from investingInvesting activities of $498.9 million in 2007 and used $196.9 million in the year-earlier period. In 2007, $739.8 million was provided from the sale of our French discontinued operations, net of cash divested and $.7 million was provided from net sales of property and equipment. Partially offsetting the cash provided was $241.6 million used for investments in unconsolidated joint ventures. Our French discontinued operations used net cash for investing activities of $12.1$16.1 million in 2007.
2010, $21.3 million in 2009 and $52.5 million in 2008. In 2006, $237.82010, cash of $15.7 million was used by continuing operations for investments in unconsolidated joint ventures and $17.6$.4 million was used for net purchases of property and equipment. The year-over-year decreases in cash used was partially offset by proceeds of $57.8 million from the sale offor investing activities in 2010 and 2009 were primarily due to a reduction in our investmentinvestments and participation in an unconsolidated joint venture and $.7ventures each year. In 2009, $19.9 million from other investing activities. In 2006, our French discontinued operations used netof cash of $4.5 million for investing activities.
In 2005, $117.6 million was used by continuing operations for investments in unconsolidated joint ventures and $22.1$1.4 million of cash was used for net purchases of property and equipment. In 2008, $59.6 million of cash used for investments in unconsolidated joint ventures was partially offset by $7.1 million provided from net sales of property and equipment.
Financing Activities.  Net cash used for financing activities totaled $119.5 million in 2010, $292.2 million in 2009 and $491.0 million in 2008. We used a larger amount of cash for financing activities in 2009 than in 2010 primarily due to our repayment of $200.0 million in aggregate principal amount of 85/8% senior subordinated notes upon their scheduled maturity in December 2008. In 2009, our uses of financing cash decreased from the prior year due to cash required to establish an interest reserve account in connection with the Credit Facility in 2008 (which was restricted cash) and the higher amount of dividends paid on our common stock in 2008.
In 2010, cash was used for net payments on mortgages and land contracts due to land sellers and other loans of $101.2 million, dividend payments on our common stock of $19.2 million, an increase in the restricted cash balance of $1.2 million, and repurchases of common stock of $.4 million in connection with the satisfaction of employee withholding taxes on vested restricted stock. The cash used was partially offset by proceeds of $42.4 million from the sale of substantially all of the mortgage banking assets of KBHMC and $1.3$1.9 million provided from other investing activities. Our French discontinued operations used netthe issuance of common stock under employee stock plans and $.6 million from excess tax benefits associated with the exercise of stock options.
As with the dividends on our common stock paid in 2009, our board of directors declared four quarterly cash dividends of $1.9 million for investing activities in 2005.$.0625 per share of common stock during 2010. The last of these was paid on November 18, 2010 to


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Financing Activities.  Continuing operations used netshareholders of record on November 4, 2010. The declaration and payment of future cash dividends on our common stock are at the discretion of $835.0 million for financing activities in 2007our board of directors, and provided netdepend upon, among other things, our expected future earnings, cash of $185.9 million for financing activities in 2006. flows, capital requirements, debt structure and any adjustments thereto, operational and financial investment strategy and general financial condition, as well as general business conditions.
In 2007,2009, cash was used for the redemptionrepayment of $250.0 million in aggregate principal amount of the $400$350 Million Term Loan, which was scheduled to mature on April 11, 2011,Senior Notes and $250.0the $200.0 million in aggregate principal amount of 9815/28% senior subordinated notes due in 2011, netDecember 15, 2008 upon their maturity, payments of $79.0 million on mortgages and land contracts due to land sellers and other loans, dividend payments on short-term borrowingsour common stock of $114.1$19.1 million, dividend paymentspayment of $77.2senior notes issuance costs of $4.3 million, and repurchases of common stock of $6.9$.6 million in connection with the satisfaction of employee withholding taxes on vested restricted stock. These uses of cash were partly offset by $12.3$259.7 million of cash provided from the issuance of the $265 Million Senior Notes, $3.1 million of cash provided from the issuance of common stock under employee stock plans and $.9$1.1 million of excess tax benefit associatedcash provided from a reduction in the balance of cash deposited in an interest reserve account we established in connection with the exercise of stock options. Our French discontinued operations used net cash of $306.5 million for financing activities in 2007.Credit Facility (which was restricted cash).
 
In 2006, sources2008, cash was used for the early redemption of the $300 Million Senior Subordinated Notes, to establish an interest reserve account with a balance of $115.4 million in connection with the Credit Facility (which was restricted cash), dividend payments on our common stock of $63.0 million, net payments on mortgages and land contracts due to land sellers and other loans of $12.8 million and repurchases of common stock of $1.0 million in connection with the satisfaction of employee withholding taxes on vested restricted stock. These uses of cash from our continuing operations included proceeds from the $400 Million Term Loan, $298.5were partly offset by $7.0 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”), $65.1 millionprovided from the issuance of common stock under employee stock plans and $15.4 million of excess tax benefits associated with the exercise of stock options. Partially offsetting the sources of cash were $394.1 million used for repurchases of common stock, net payments of $120.7 million on short-term borrowings and dividend payments of $78.3 million. 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 2006, our French discontinued operations used net cash of $215.0 million for financing activities.
In 2005, financing activities provided $747.6 million in total proceeds from the issuance of $300.0 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 $417.7 million of net payments on short-term borrowings, $134.7 million used for repurchases of common stock and $61.6 million for cash dividend payments. 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. Our French discontinued operations used net cash of $119.2 million for financing activities in 2005.
 
Shelf Registration Statement.  At November 30, 2007, $450.0 million of capacity remained available under ourOn October 17, 2008, we filed an automatically effective universal shelf registration statement (the “2008 Shelf Registration”) with the SEC, registering debt and equity securities that we may issue from time to time in amounts to be determined. Our previously effective shelf registration filed with the SEC on November 12, 2004 (the “2004 Shelf Registration”). was subsumed within the 2008 Shelf Registration. On July 30, 2009, we issued the $265 Million Senior Notes under the 2008 Shelf Registration. We have not issued any other securities under the 2008 Shelf Registration.
 
Changes in Capital Structure.Share Repurchase Program.  At November 30, 2007,2010, we were authorized to repurchase four million shares of our common stock under a board-approved share repurchase program. We did not repurchase any shares of our common stock under this program in 2007.2010. We have not repurchased common shares pursuant to a common stock repurchase plan for the past several years and any resumption of such stock repurchases will be at the discretion of our board of directors.
 
We continually consider various options forIn the present environment, we are managing our use of our cash including internal capital investments,for investments to maintain and grow our business and additional debt reductions.business. Based on our current capital position, we believe we have adequate resources and sufficient credit facilitiesaccess to external financing sources to satisfy our current and reasonably anticipated future requirements for funds to acquire capital assets and land, consistent with our investment, marketing and operational standards, to construct homes, to finance our financial services operations, and to meet any other needs in the ordinary course of our business, both on a short- and long-term basis. Although our land asset acquisition and development activities will remain subject to market conditions in 2011, we are analyzing potential acquisitions and will use our present financial position and cash resources to purchase assets in desirable, long-term markets when the prices, timing and strategic fit meet our investment and marketing standards. We may also use or redeploy our cash or engage in other financial transactions in 2011 to modify our overall debt structure to, among other things, reduce our financial leverage and interest costs.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We conduct a portion of our land acquisition, development and other homebuilding activities through participationhave investments in unconsolidated joint ventures that conduct land acquisition, developmentand/or other homebuilding activities in which we hold less than a controlling interest. These unconsolidated joint ventures operate in certainvarious markets where our consolidated homebuilding 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 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, and/or land developers and other real estate entities, or other commercial enterprises. We entered into these unconsolidated joint ventures in previous years to reduce or share market and development risks and increase the number of our owned and controlled homesites. In some instances, participating in unconsolidated joint ventures has enabled us to acquire and develop land that we might not otherwise have had access to due to a project’s size, financing needs, duration of development or other circumstances. While we viewhave viewed our participation in unconsolidated joint ventures as beneficial to our homebuilding activities, we do not view themsuch


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participation as essential to those activities.and have unwound our participation in a number of unconsolidated joint ventures in the past few years.
 
Weand/or our unconsolidated joint venture partners sometimes obtain certaintypically have obtained options or enterentered into other arrangements to have the right to purchase portions of the land held by certain of the unconsolidated joint ventures. These 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 ofWhen an unconsolidated joint venture earnings resulting fromsells land sales to our homebuilding operations. Weoperations, 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.venture.


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Our investments inWe and our unconsolidated joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures, totaled $297.0 million at November 30, 2007typically on a pro rata basis. The obligations to make capital contributions are governed by each unconsolidated joint venture’s respective operating agreement and $381.2 million at November 30, 2006.related documents. We also share in the profits and losses of these unconsolidated joint ventures generally in accordance with our respective equity interests. These unconsolidated joint ventures had total assets of $2.51 billion$789.4 million at November 30, 20072010 and $2.40 billion$921.5 million at November 30, 2006 and outstanding secured construction debt of approximately $1.54 billion2009. Our investment in these unconsolidated joint ventures totaled $105.6 million at November 30, 20072010 and $1.45 billion$119.7 million at November 30, 2006. In certain instances, we provide varying levels of guarantees on the debt of2009.
The unconsolidated joint ventures. When we provideventures have financed land and inventory investments through a guarantee, the unconsolidated joint venture generally receives more favorable terms from lenders than would otherwise be available to it. At November 30, 2007, we had payment guarantees related to the third-party debtvariety of twoarrangements. To finance their respective land acquisition and development activities, certain of our unconsolidated joint ventures. One of theseventures have obtained loans from third-party lenders that are secured by the underlying property and related project assets. Our unconsolidated joint ventures had aggregate third-partyoutstanding debt, substantially all of $320.4which was secured, of approximately $327.9 million at November 30, 2007, 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 $155.2 million. The other unconsolidated joint venture had total third-party debt of $6.22010 and $469.1 million at November 30, 2007,2009. South Edge accounted for all or most of which eachthose outstanding debt amounts.
In certain instances, weand/or our partner(s) in an unconsolidated joint venture have provided completionand/or carve-out guaranties. A completion guaranty refers to the physical completion of improvements for a projectand/or the obligation to contribute equity to an unconsolidated joint venture to enable it to fund its completion obligations. Our potential responsibility under our completion guarantees, if triggered, is highly dependent on the facts of a particular case. A carve-out guaranty generally refers to the payment of (i) losses a lender suffers due to certain bad acts or omissions by an unconsolidated joint venture or its partners, such as fraud or misappropriation, or due to environmental liabilities arising with respect to the relevant project, or (ii) outstanding principal and interest and certain other amounts owed to lenders upon the filing by an unconsolidated joint venture of a voluntary bankruptcy petition or, in certain circumstances, the filing of an involuntary bankruptcy petition.
In addition to the above-described guarantees, we have also provided a Springing Repayment Guaranty to the lenders to South Edge. The Springing Repayment Guaranty and certain legal proceedings regarding South Edge are discussed further below in Note 15. Legal Matters in the Notes to Consolidated Financial Statements in this report. The lenders to one of our other unconsolidated joint ventures have filed a lawsuit against some of the unconsolidated joint venture partners guaranteed its pro rata share. venture’s members and certain of those members’ parent companies seeking to recover damages under completion guarantees, among other claims(Wachovia Bank, N.A. v. Focus Kyle Group LLC, et al. U.S. District Court, Southern District of New York (CaseNo. 08-cv-8681 (LTS)(GWG))). We and the other parent companies, together with the members, are defending the lawsuit.
In June 2009, the Financial Accounting Standards Board (“FASB”) revised the authoritative guidance for determining the primary beneficiary of a variable interest entity (“VIE”). In December 2009, the FASB issued Accounting Standards UpdateNo. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU2009-17”), which provided amendments to Accounting Standards Codification No. 810, “Consolidation” (“ASC 810”) to reflect the revised guidance. The amendments to ASC 810 replaced the quantitative-based risk and rewards calculation for determining which reporting entity, if any, has a controlling interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (i) the obligation to absorb losses of the VIE or (ii) the right to receive benefits from the VIE. The amendments also require additional disclosures about a reporting entity’s involvement with VIEs. We adopted the amended provisions of ASC 810 effective December 1, 2009. The adoption of the amended provisions of ASC 810 did not have a material effect on our consolidated financial position or results of operations.
Our shareinvestments in joint ventures may create a variable interest in a VIE, depending on the contractual terms of this guarantee was 50% or $3.1 million. Our pro rata sharethe arrangement. We analyze our joint ventures in accordance with ASC 810 to determine whether they are VIEs and, if so,


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whether we are the primary beneficiary. All of limited maintenance guarantees of unconsolidated entity debt totaled $103.8 millionour joint ventures at November 30, 2007. The limited maintenance guarantees apply only2010 and November 30, 2009 were determined under the provisions of ASC 810 applicable at each such date to be unconsolidated joint ventures, either because they were not VIEs or, if they were VIEs, we were not the valueprimary beneficiary 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.VIEs.
 
In the ordinary course of our business, we enter into land option contracts, in orderor similar contracts, to procure land for the construction of homes. The use of such land option agreementsand other similar contracts generally allows us to reduce the market risks associated with direct land ownership and development, reducereduces our capital and financial commitments, including interest and other carrying costs, and minimizeminimizes the amount of our land inventories.inventories on our consolidated balance sheets. Under such land option contracts, we will fundpay 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)”),ASC 810, certain of our land optionthese contracts may create a variable interest for us, with the land seller being identified as a variable interest entity (“VIE”).VIE.
 
In compliance with FASB Interpretation No. 46(R),ASC 810, we analyze our land option contracts and other contractual arrangements when theysimilar contracts to determine whether the corresponding land sellers are entered into or upon a reconsideration event,VIEs and, have consolidated the fair value of certain VIEs from whichif so, whether we are purchasing land under option contracts.the primary beneficiary. Although we do not have legal title to the optioned land, FASB Interpretation No. 46(R)ASC 810 requires us to consolidate thea VIE if we are determined to be the primary beneficiary. As a result of our analyses, we determined that as of November 30, 2010 we were not the primary beneficiary of any VIEs from which we are purchasing land under land option and other similar contracts. Since adopting the amended provisions of ASC 810, in determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. We also consider whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE.
Based on our analyses as of November 30, 2009, which were performed before we adopted the amended provisions of ASC 810, we determined that we were the primary beneficiary of certain VIEs from which we were purchasing land under land option or other similar contracts and, therefore, consolidated such VIEs. Prior to our adoption of the amended provisions of ASC 810, in determining whether we were the primary beneficiary, we considered, among other things, the size of our deposit relative to the contract price, the risk of obtaining land entitlement approval, the risk associated with land development required under the land option or other similar contract, and the risk of changes in the market value of the optioned land during the contract period. The consolidation of these VIEs wherein which we determined we were determined to be the primary beneficiary increased our inventories, with a corresponding increase to accrued expenses and other liabilities, on our consolidated balance sheetssheet by $19.0$21.0 million at November 30, 2007 and $215.4 million at November 30, 2006. The significant decrease in 2007 from the previous year resulted from our abandonment of certain land option contracts due to challenging market conditions in 2007 and exercising options to purchase land from VIEs that were previously consolidated.2009. The liabilities related to our consolidation of VIEs from which we are purchasinghave arranged to purchase land under option and other similar contracts represent the difference between the purchase price of optioned land not yet purchased and our cash deposits. Our cash deposits related to these land option and other similar contracts totaled $4.7$4.1 million at November 30, 2007 and $41.9 million at November 30, 2006.2009. Creditors, if any, of these VIEs have no recourse against us.
As of November 30, 2007, excluding consolidated VIEs,2010, we had cash deposits totaling $54.6$2.6 million that were associated with land option and other similar contracts that we determined to be unconsolidated VIEs, having an aggregate purchase price of $979.1$86.1 million, and had cash deposits totaling $12.2 million associated with land option and other similar contracts that we determined were not VIEs, having an aggregate purchase price of $274.3 million.
 
We also evaluate our land option and similar contracts for financing arrangements in accordance with Statement of Financial Accounting Standards Codification Topic No. 49, “Accounting for Product Financing Arrangements”470, “Debt” (“SFAS No. 49”ASC 470”), and, as a result of our evaluations, increased inventories, with a corresponding increase to accrued expenses and other liabilities, on our consolidated balance sheets by $221.1$15.5 million at November 30, 20072010 and $434.2$36.1 million at November 30, 2006, as a result of our evaluations. The decrease in the 2007 amount compared to the previous year is due to the exercise of land option contracts and the abandonment of certain land option contracts.2009.


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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
 
The following table summarizespresents our future cash requirements under contractual obligations as of November 30, 20072010 (in thousands)millions):
 
                                        
 Payments due by Period  Payments due by Period 
 Total 2008 2009-2010 2011-2012 Thereafter  Total 2011 2012-2013 2014-2015 Thereafter 
Contractual obligations:                                        
Long-term debt $2,161,794  $1,909  $515,504  $348,549  $1,295,832  $1,775.5  $204.3  $13.7  $998.3  $559.2 
Interest  815,262   144,688   243,996   179,554   247,024   578.3   110.5   212.0   157.3   98.5 
Operating lease obligations  79,603   21,926   34,696   14,689   8,292   31.7   9.4   15.3   7.0    
                      
Total(a) $3,056,659  $168,523  $794,196  $542,792  $1,551,148  $2,385.5  $324.2  $241.0  $1,162.6  $657.7 
                      
(a)Total contractual obligations exclude our accrual for uncertain tax positions recorded for financial reporting purposes as of November 30, 2010 because we are unable to make a reasonable estimate of cash settlements with the respective taxing authorities for all periods presented. We anticipate potential cash settlement requirements for 2011 to range from $2.0 million to $3.0 million.
 
We are often required to obtain performance bonds and letters of credit in support of our obligations to various municipalities and other government agencies in connection with subdivisioncommunity improvements such as roads, sewers and water.water, and to support similar development activities by certain of our unconsolidated joint ventures. At November 30, 2007,2010, we had approximately $1.08 billion$414.3 million of performance bonds and $296.8$87.5 million of letters of credit outstanding. At November 30, 2006,2009, we had approximately $1.24 billion$539.7 million of performance bonds and $464.2$175.0 million of letters of credit outstanding. If any such performance bonds or letters of credit are called, we would be obligated to reimburse the issuer of the performance bond or letter of credit. We do not believe that a material amount of any currently outstanding performance bonds or letters of credit will be called. The expiration dates of letters of credit coincide with the expected completion dates 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. Rather, we are released from the performance bonds as the contractualunderlying performance is completed.
We have, and require The expiration dates of some letters of credit issued in connection with community improvements coincide with the majorityexpected completion dates of the subcontractors we use to have, general liability insurance (including construction defect coverage)related projects or obligations. Most letters of credit, however, are issued with an initial term of one year and workers’ compensation insurance. These insurance policies protect us againstare typically extended on a portion of our risk of loss from claims, subject to certain self-insured retentions, deductibles and other coverage limits. We self-insure a portion of our overall risk throughyear-to-year basis until the use of a captive insurance subsidiary.
We record expenses and liabilities related to the costs to cover our self-insured and deductible amounts under our insurance policies and for any estimated costs of potential claims and lawsuits (including expected legal costs) in excess of our coverage limits or not covered by our policies, based on an analysis of our historical claims, which includes an estimate of construction defect claims incurred but not yet reported. We engage a third-party actuary that uses our historical claim data to estimate our unpaid claims, claim adjustment expenses and incurred but not reported claims reserves for the risks that we are assuming under the general liability. Projection of losses related to these liabilitiesperformance obligation is subject to a high degree of variability due to uncertainties such as trends in construction defect claims relative to our markets and the types of products we build, claim settlement patterns, insurance industry practices and legal interpretations, among others. Because of the high degree of judgment required in determining these estimated liability amounts, actual future costs could differ significantly from our currently estimated amounts.completed.
 
CRITICAL ACCOUNTING POLICIES
 
ListedDiscussed below are accounting policies that we believe are critical because of the significance of the activity to which they relate or because they require the use of significant judgment in their application.
 
Homebuilding Revenue Recognition.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in thisForm 10-K, report, revenues from housing and other real estate sales are recognized in accordance with Statement of Financial Accounting Standards No. 66, “Accounting for Sales of Real Estate” (“SFAS No. 66”),ASC 360 when sales are closed and title passes to the buyer. Sales are closed when all of the following conditions are met: a sale is consummated, a significantsufficient down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably assured.
 
Inventories and Cost of Sales.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in thisForm 10-K, report, housing and land inventories are stated at cost, unless the carrying amount of the parcel or community is determined not to be recoverable, in which case the inventories are written down to fair value in accordance with SFAS No. 144.ASC 360. Fair value is determined based on estimated future cash flows discounted for inherent risks associated


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with the real estate assets, or other valuation techniques. Due to uncertainties in the estimation process, it is possible that actual results could differ from those estimates.estimated. Our inventories typically do not consist of completed projects. However, order cancellations or strategic considerations may result in our having a relatively small amount of inventory of constructed or partially constructed unsold homes. In 2010, we had slightly more standing inventory than we have had historically, as discussed above under “Part I — Item 1. Business — Community Development and Land Inventory Management.”
 
We rely on certain estimates to determine our construction and land costs and resulting gross margins associated with revenues recognized. Our constructionConstruction and land costs are comprised of direct and allocated costs, including estimated future costs for warranties and amenities. Land, land improvements and other common costs are generally allocated on a


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relative fair value basis to homes within a parcel or community. Land and land development costs include related interest and real estate taxes.
 
In determining a portion of the construction and land costs for each period, we rely on project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. It is possible that actual results could differ from budgeted amounts for various reasons, including construction delays, labor or materials shortages, increases in costs that have not yet been committed, changes in governmental requirements, unforeseen environmental hazard discoveries or other unanticipated issues encountered during construction that fall outside the scope of contracts obtained.construction. While the actual results for a particular construction project are accurately reported over time, variances between the budgeted and actual costs of a project could result in the understatement or overstatement of construction and land costs and homebuilding gross margins in a specific reporting period. To reduce the potential for such distortion, we have set forth procedures that collectively comprise a “critical accounting policy.” These procedures, which we have applied on a consistent basis, include updating, assessing and revising project budgets on a monthly basis, obtaining commitments from subcontractors and vendors for future costs to be incurred, reviewing the adequacy of warranty accruals and historical warranty claims experience, and utilizing the most recentcurrent information available to estimate construction and land costs to be charged to expense. The variances between budgeted and actual amounts identified by uscosts have historically not had a material impact on our consolidated results of operations. We believe that our policies provide for reasonably dependable estimates to be used in the calculation and reporting of construction and land costs.
 
Inventory Impairments and Land Option Contract Abandonments.  As discussed in Note 6. Inventory Impairments and Land Option Contract Abandonments in the Notes to Consolidated Financial Statements in this report, each land parcel or community in our owned inventory is assessed to determine if indicators of potential impairment exist. Impairment indicators are assessed separately for each land parcel or community on a quarterly basis and include, but are not limited to: significant decreases in sales rates, average selling prices, volume of homes delivered, gross margins on homes delivered or projected margins on homes in backlog or future housing sales; significant increases in budgeted land development and construction costs or cancellation rates; or projected losses on expected future land sales. If indicators of potential impairment exist for a land parcel or community, the identified inventory is evaluated for recoverability in accordance with ASC 360. When an indicator of potential impairment is identified, we test the asset for recoverability by comparing the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. The undiscounted future net cash flows are impacted by trends and factors known to us at the time they are calculated and our expectations related to: market supply and demand, including estimates concerning average selling prices; sales and cancellation rates; and anticipated land development, construction and overhead costs to be incurred. These estimates, trends and expectations are specific to each land parcel or community and may vary among land parcels or communities.
A real estate asset is considered impaired when its carrying amount is greater than the undiscounted future net cash flows the asset is expected to generate. Impaired real estate assets are written down to fair value, which is primarily based on the estimated future cash flows discounted for inherent risk associated with each asset. The discount rates used in our estimated discounted cash flows ranged from 17% to 20% during 2010 and from 10% to 22% during 2009 and 2008. These discounted cash flows are impacted by: the risk-free rate of return; expected risk premium based on estimated land development, construction and delivery timelines; market risk from potential future price erosion; cost uncertainty due to development or construction cost increases; and other risks specific to the asset or conditions in the market in which the asset is located at the time the assessment is made. These factors are specific to each land parcel or community and may vary among land parcels or communities.
Based on the results of our evaluations, we recognized pretax, noncash inventory impairment charges of $9.8 million in 2010 corresponding to eight communities or land parcels with a post-impairment fair value of $11.6 million. In 2009, we recognized pretax, noncash inventory impairment charges of $120.8 million corresponding to 61 communities or land parcels with a post-impairment fair value of $129.0 million.
As of November 30, 2010, the aggregate carrying value of inventory that had been impacted by pretax, noncash inventory impairment charges was $418.5 million, representing 72 communities and various other land parcels. As of November 30, 2009, the aggregate carrying value of inventory that had been impacted by pretax, noncash inventory impairment charges was $603.9 million, representing 128 communities and various other land parcels.
Our optioned inventory is assessed to determine whether it continues to meet our investment and marketing standards. Assessments are made separately for each optioned parcel on a quarterly basis and are affected by, among other factors: currentand/or anticipated sales rates, average selling prices and home delivery volume; estimated land


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development and construction costs; and projected profitability on expected future housing or land sales. When a decision is made not to exercise certain land option contracts due to market conditionsand/or changes in marketing strategy, we write off the costs, including non-refundable deposits and pre-acquisition costs, related to the abandoned projects. Based on the results of our assessments, we recognized land option contract abandonment charges of $10.1 million in 2010 corresponding to 1,007 lots. In 2009, we recognized land option contract abandonment charges of $47.3 million corresponding to 1,362 lots.
The value of the land and housing inventory we currently own or control depends on market conditions, including estimates of future demand for, and the revenues that can be generated from, such inventory. We have analyzed trends and other information related to each of the markets where we do business and have incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the estimation process with respect to impairments and land option contract abandonments, it is possible that actual results could differ substantially from those estimated.
We believe the carrying value of our remaining inventory is recoverable. In addition to the factors and trends incorporated in our impairment analyses, we consider, as applicable, the specific regulatory environment, competition from other homebuilders, the impact of the resale and foreclosure markets, and the local economic conditions where an asset is located in assessing the recoverability of each asset remaining in our inventory. However, if conditions in the overall housing market or in specific markets worsen in the future beyond our current expectations, if future changes in our marketing strategy significantly affect any key assumptions used in our fair value calculations, or if there are material changes in the other items we consider in assessing recoverability, we may need to take additional charges in future periods for inventory impairments or land option contract abandonments, or both, related to existing assets. Any such noncash charges would have an adverse effect on our consolidated financial position and results of operations and may be material.
Fair Value Measurements.  As discussed in Note 7. Fair Value Disclosures in the Notes to Consolidated Financial Statements in this report, Accounting Standards Codification Topic No. 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) defines fair value, provides a framework for measuring the fair value of assets and liabilities under GAAP and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:
Level 1 Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2 Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.
Level 3 Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate the carrying value may not be recoverable. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets, or other valuation techniques. Due to uncertainties in the estimation process, it is possible that actual results could differ from those estimates.
Our financial instruments consist of cash and cash equivalents, restricted cash, mortgages and notes receivable, senior notes, and mortgages and land contracts due to land sellers and other loans. Fair value measurements of financial instruments are determined by various market data and other valuation techniques as appropriate. When available, we use quoted market prices in active markets to determine fair value.
Warranty Costs.  As discussed in Note 12.14. Commitments and Contingencies in the Notes to Consolidated Financial Statements in thisForm 10-K, report, we provide a limited warranty on all of our homes. The specific terms and conditions of warranties vary depending upon the market in which we do business. We generally provide a structural warranty of 10 years, a warranty on electrical, heating, cooling, 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.home. We


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estimate the costs that may be incurred under each limited warranty and record a liability in the amount of such costs at the time the revenue associated with the sale of each home is recognized. Our expense associated with the issuance of these warranties totaled $5.2 million in 2010, $6.8 million in 2009 and $17.2 million in 2008.
Factors that affect our warranty liability include the number of homes delivered, historical and anticipated rates of warranty claims, and cost per claim. Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims experience is a strong indicator of future claims experience. We periodically assess the adequacy of our recorded warranty liabilities, which are included in accrued expenses and other liabilities in the consolidated balance sheets, and adjust the amounts as necessary.necessary based on our assessment. While we believe the warranty accrual reflected in the consolidated balance sheets to be adequate, unanticipated changes in the legal environment, local weather, land or environmental conditions, quality of materials or methods used in the construction of homes, or customer service practices could have a significant impact on our actual warranty costs in the future and such amounts could differ from our current estimates. A 10% change in the historical warranty rates used to estimate our warranty accrual would not result in a material change in our accrual.
Insurance.  As discussed in Note 14. Commitments and Contingencies in the Notes to Consolidated Financial Statements in this report, we have, and require the majority of our subcontractors to maintain, general liability insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance. These insurance policies protect us against a portion of our risk of loss from claims related to our homebuilding activities, subject to certain self-insured retentions, deductibles and other coverage limits. In Arizona, California, Colorado and Nevada, our general liability insurance takes the form of awrap-up policy, where eligible subcontractors are enrolled as insureds on each project. We self-insure a portion of our overall risk through the use of a captive insurance subsidiary. We record expenses and liabilities based on the estimated costs required to cover our self-insured retention and deductible amounts under our insurance policies, and on the estimated costs of potential claims and claim adjustment expenses above our coverage limits or that are not covered by our policies. These estimated costs are based on an analysis of our historical claims and include an estimate of construction defect claims incurred but not yet reported. Our expense associated with self-insurance totaled $7.4 million in 2010, $9.8 million in 2009 and $10.1 million in 2008.
We engage a third-party actuary that uses our historical claim and expense data, as well as industry data, to estimate our unpaid claims, claim adjustment expenses and incurred but not reported claims liabilities for the risks that we are assuming under the self-insured portion of our general liability insurance. Projection of losses related to these liabilities requires actuarial assumptions that are subject to variability due to uncertainties regarding construction defect claims relative to our markets and the types of product we build, claim settlement patterns, insurance industry practices and legal or regulatory interpretations, among other factors. Because of the degree of judgment required and the potential for variability in the underlying assumptions used in determining these estimated liability amounts, actual future costs could differ from our currently estimated amounts.
 
Stock-Based Compensation.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in this Form 10-K, effective December 1, 2005,report, we adopted the fair value recognition provisionsmeasure and recognize compensation expense associated with our grant of Statement of Financialequity-based awards in accordance with Accounting Standards Codification Topic No. 123(R), “Share-Based Payment”718, “Compensation—Stock Compensation” (“SFAS No. 123(R)”ASC 718”), which requires that companies measure and recognize compensation expense at an amount equal to the fair value ofshare-based payments granted under compensation arrangements.arrangements over the vesting period. We providehave provided some compensation benefits by issuingto our employees in the form of stock options, restricted stock, phantom shares and stock appreciation rights (“SARs”). Determining the fair value of share-based awards at the grant date requires judgment to identify the appropriate valuation model and develop the assumptions, including the expected term of the stock options or SARs, expected stock-price volatility and dividend yield, to be used in the calculation. Judgment is also required in estimating the percentage of share-based awards that are expected to be forfeited. We estimated the fair value of stock options and SARs granted using the Black-Scholes option-pricing model with assumptions based primarily on historical data. The expected volatility factor was based on a combination of the historical volatility of our common stock and the implied volatility of publicly traded options on our common stock. In addition, we estimated the fair value of certain restricted common stock that is subject to a market condition (“Performance Shares”) using a Monte Carlo simulation model.model, as discussed in Note 18. Employee Benefit and Stock Plans in the Notes to Consolidated Financial Statements in this report. If actual results differ significantly from these estimates, stock-based compensation expense and our consolidated results of operations could be materially impacted. Prior to December 1, 2005, we accounted for stock option grants under the recognition and measurement provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB Opinion No. 25”) and related interpretations.


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Goodwill.  As disclosed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in thisForm 10-K, we have recorded goodwill in connection with various acquisitions in prior years. In accordance with SFAS No. 142, we test goodwill for potential impairment annually as of November 30 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. 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 relating to future cash flows, including the interpretation of current economic indicators and market valuations, 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.
Income Taxes.  As discussed in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in thisForm 10-K, report, we account for income taxes are accounted for in accordance with SFAS No. 109.ASC 740. The provision for, or benefit from, income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We evaluate our deferredDeferred tax assets are evaluated on a quarterly basis to determine whether a valuation allowance is required. In accordance with SFAS No. 109,ASC 740, we assess whether a valuation allowance should be established based on our determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which those temporary differences become deductible. Judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial statementsand/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on our consolidated financial position or results of operations. Further discussion of the valuation allowance recorded in 2007 is included
As discussed in Note 17.16. Income Taxes in the Notes to Consolidated Financial Statements in thisForm 10-K.
SUBSEQUENT EVENT
On January 25, 2008, we entered into the fourth amendment to the Credit Facility. The fourth amendment amends the minimum consolidated tangible net worth we are required to maintain under the Credit Facility and reduces the aggregate commitment under the Credit Facility from $1.50 billion to $1.30 billion.
RECENT ACCOUNTING PRONOUNCEMENTS
In report, in July 2006, the Financial Accounting Standards Board (“FASB”)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. 48guidance that prescribes a recognition threshold and measurement attributeattributes 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 also providesWe adopted this guidance effective December 1, 2007. The cumulative effect of the adoption was recorded in 2008 as a $2.5 million reduction to beginning retained earnings. In accordance with this guidance, we recognize, in our consolidated financial statements, the impact of a tax position if a tax return’s position or future tax position is “more likely than not” to prevail (defined as a likelihood of more than 50% of being sustained upon audit, based on derecognition, classification,the technical merits of the tax position).
We recognize accrued interest and penalties related to unrecognized tax benefits in our consolidated financial statements as a component of the provision for income taxes consistent with our historical accounting policy. Our liability for unrecognized tax benefits, combined with accrued interest and penalties, is reflected as a component of accrued expenses and other liabilities in interim periods, disclosure, and transition. The provisionsour consolidated balance sheets. Judgment is required in evaluating uncertain tax positions. We evaluate our uncertain tax positions quarterly based on various factors, including changes in facts or circumstances, tax laws or the status of FASB Interpretation No. 48 are effective for our first quarter ending February 29, 2008. We areaudits by tax authorities. Changes in the processrecognition or measurement of evaluating the potential impact of adopting FASB Interpretation No. 48, but do not expect the interpretation touncertain tax positions could have a material impact on our consolidated financial position or results of operations.operations in the period in which we make the change.
RECENT ACCOUNTING PRONOUNCEMENTS
 
In September 2006,January 2010, the FASB issued Statement of Financial Accounting Standards Update No. 157, “Fair2010-06, “Improving Disclosures About Fair Value Measurements” (“SFASASU 2010-06”), which provides amendments to Accounting Standards Codification Subtopic No. 157”). SFAS No. 157 provides guidance820-10, “Fair Value Measurements and Disclosures — Overall.” ASU 2010-06 requires additional disclosures and clarifications of existing disclosures for using fair value to measure assetsrecurring and liabilities, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures aboutnonrecurring fair value measurements. SFAS No. 157 isThe revised guidance was effective for us in the second quarter of 2010, except for the Level 3 activity disclosures, which are effective for fiscal years beginning after NovemberDecember 15, 20072010. ASU 2010-06 concerns disclosure only 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 November 2006, the Emerging Issues Task Force (“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


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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.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Includingwill not have an Amendment of FASB Statement No. 115” (“SFAS No. 159”), which permits entities to choose to measure certain financial assets and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We are currently evaluating the potential impact of the adoption of SFAS No. 159; however, we do not expect it to have a material impact on our consolidated financial position or results of operations.
 
In December 2007,2010, the FASB issued Statement of Financial Accounting Standards UpdateNo. 141 (revised 2007), “Business2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” (“SFAS No. 141(R)”ASU2010-29”). SFAS No. 141(R) amends Statement, which addresses diversity in practice about the interpretation of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS No. 141”),the pro forma revenue and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also providesearnings disclosure requirements to enable usersfor business combinations. The amendments in ASU2010-29 specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the financial statementscombined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in ASU2010-29 also expand the supplemental pro forma disclosures to evaluateinclude a description of the nature and financial effects of the business combination. It is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively. We are currently evaluating the potential impact of adopting SFAS No. 141(R) on our consolidated financial position and results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net incomematerial, nonrecurring pro forma adjustments directly attributable to the parentbusiness combination included in the reported pro forma revenue and toearnings. The amendments in ASU2010-29 are effective prospectively for business combinations for which the noncontrolling interest, changes in a parent’s ownership interest, andacquisition date is on or after the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interestsbeginning of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal yearsfirst annual reporting period beginning on or after December 15, 2008.2010. We are currently evaluatingbelieve the potentialadoption of this guidance will not have a material impact of adopting SFAS No. 160 on our consolidated financial position andor results of operations.


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OUTLOOK
 
At November 30, 2007, we had 6,322 homes in backlog, a decrease of 40% from the 10,575 homes in backlog at November 30, 2006. Our backlog at November 30, 2007 represented2010 totaled 1,336 homes, representing potential future housing revenues of approximately $1.50 billion, down 47% from approximately $2.83 billion$263.8 million. By comparison, at November 30, 2006. The reduction in2009, our backlog reflects several successive quarterstotaled 2,126 homes, representing potential future housing revenues of approximately $422.5 million. The 37%year-over-year decreases decline in net orders. In the fourth quarternumber of 2007, our homebuilding operations generated 2,574 net orders, down 32% from the 3,763homes in backlog was primarily due to a lower number of net orders generated in the final quarterlatter half of 2006. The year-over-year decline in our fourth quarter net orders was due, in part,2010 compared to 2009 and a 22% decrease in the number of active communities, consistent with our efforts to adjust our homebuilding operations to the market environment. Our fourth quarter 2007 cancellationhigher backlog conversion rate, of 58% was unchanged from the cancellation rate we experiencedwhich approached 90% in the fourth quarter of 2006, but was higher than the 50% rate reported2010 versus 82% in the thirdyear-earlier quarter, partly due to improved construction cycle times. The 38%year-over-year decrease in the projected future housing revenues in our backlog reflected the lower number of homes in backlog.
Our homebuilding operations generated 1,085 net orders in the fourth quarter of 2007.2010, representing a decrease of 25% from the 1,446 net orders posted in the corresponding quarter of 2009. This decrease primarily reflected a 24% decline in our overall average active community count, generally weak economic and housing market conditions, a sharp reduction in demand following the April 30, 2010 expiration of the federal homebuyer tax credit and an increase in our cancellation rate. As a percentage of gross orders, our fourth quarter cancellation rate was 37% in 2010 and 31% in 2009. As a percentage of beginning backlog, the cancellation rate was 29% in the fourth quarter of 2010 and 17% in the year-earlier quarter. The relatively higher cancellation rates in 2010 were driven in part by tighter residential consumer mortgage lending standards, particularly in the fourth quarter of the year.
 
We expect the negative operational and financial pressures the homebuilding industry and our business experienced in 2007 to continue and possibly even intensify in 2008 as theThroughout 2010, adverse housing market contraction, which gained momentum throughout 2007, looks to extend well into the year ahead. While affordability constraints and declining buyer confidence were key factors driving the downturn in the housing market in 2006, they were joined in 2007 by tighter credit standards and disrupted mortgage markets. These factors are causing many potential homebuyers to forgo or defer home purchases because they are unable to obtain adequate financing, are concerned that they cannot sell their existing home at a fair price or at a price that covers their existing mortgage,and/or are expecting home prices to fall further. This demand-side dynamic is a key reason there were in 2007, and there continues to be, a considerable number of new and existing homes available for sale in housing markets across the country. Theconditions — primarily an ongoing oversupply of homes available for sale relativeand restrained consumer demand for housing, particularly following the expiration of the federal homebuyer tax credit in the second quarter — prolonged the difficult operating environment that we and the homebuilding industry have faced since the housing downturn began inmid-2006. The main factors perpetuating these conditions in 2010 were mounting sales of lender-owned homes acquired through foreclosures and short sales; a generally weak economic and employment environment; tighter mortgage credit standards and reduced credit availability; tepid consumer confidence; intense competition for home sales; and the actual or proposed winding down, reduction or reversal of government programs and policies supportive of homeownership such as the federal homebuyer tax credit that expired in April 2010. We expect these factors to demand createdcontinue to negatively impact housing markets, including our served markets, to varying degrees into 2011.
Though market conditions are likely to remain challenging, our highest priority for 2011 continues to be restoring and maintaining the extremely challenging conditionsprofitability of our homebuilding operations at the scale of prevailing housing market activity. We made progress toward this goal throughout 2010, particularly in the fourth quarter, as we experienced in 2007 and its persistence and depth suggest there will be little, if any,achieved year-over-year improvement in our pretax results for the near-term future.eleventh consecutive quarter and generated pretax earnings for the first time in nearly four years. These financial results were achieved due in large part to both higher housing gross margins and lower selling, general and administrative expenses.
 
As housing industry conditions became increasingly difficultTo support the achievement of our profitability goal as we enter 2011, we intend to maintain the essential elements of the integrated strategic actions we have taken in 2007, we continuedthe past few years to executetransform and position our business to capitalize on future growth opportunities, including following principles of our KBnxt operational business model; working diligently to increase our future revenues by expanding our active community count and increasing traffic to our communities along with improving our net order conversion levels; making targeted inventory investments in attractive markets; driving additional operational efficiencies and overhead expense reductions; maintaining a numberstrong balance sheet; remaining attentive to market conditions; and achieving high levels of strategiescustomer satisfaction by offering homebuyers our unique combination of value and choice together with innovative and flexible home designs and a commitment to environmentally conscious products and options. Foremost among these actions are our ongoing initiatives to acquire ownership or control of well-priced finished or partially finished lots that we adopted in 2006 to solidifymeet our financial positioninvestment and marketing standards within or near our existing served markets, and to repositionopen new home communities in select locations that are expected to offer attractive potential sales growth. Accordingly, we currently expect to increase our businesstotal count of owned or controlled lots in 2011 from the 39,540 lots we owned or controlled at November 30, 2010, which represented an increase of 2,075 such lots from the 37,465 lots we owned or controlled at November 30, 2009, and to open approximately 70 new home communities in the first half of the year, primarily in our West Coast and Central regions. Many of these new communities will feature our value-engineered new product and, with the present market environmentimproved operating efficiencies and opportunistic inventory investments we have made, are expected to generate revenues more quickly and at a lower cost basis compared to our future expectations.older communities. We made strengtheninganticipate increasing our balance sheet one of our highest prioritiesaverage active community count by


4355


approximately 25% in 2011, compared to the average active community count for 2010. The pace and the extent to which we acquire new land interests, open new home communities and generate revenues in 2011, however, will depend significantly on market and economic conditions during the year, including actual and focusedexpected sales rates, and the availability of desirable land assets. It may also depend on reducing our using or redeploying our cash resources to reduce our present financial leverage and related interest expense through purchases of, or tender offers for, our outstanding senior notes, or in conjunction with broader financial transactions to adjust our overall debt levelsstructure.
Despite our progress over the past several quarters and generating cash through greater conversion of our backlog into revenue and strategically converting operating assets into cash, including the sale of our interestcurrent plans for 2011, we remain cautious in our French operations. Fromoverall outlook given the significant negative factors and trends noted above and the continuing uncertainty as to when our effortsserved markets may experience a sustained recovery. Our ability to generate positive results from our strategic initiatives, including achieving and maintaining profitability and sustaining improvement in 2007,our margins and increasing the number of homes delivered, remains constrained by, among other things, the current unbalanced supply and demand conditions in many housing markets, which are unlikely to abate soon given the present economic and employment environment and low levels of consumer confidence, and by the reduction in government programs and incentives designed to support homeownershipand/or home purchases. Given present and expected market conditions, the sequential andyear-over-year improvements we enter 2008 with a cash balance of $1.33 billion, no borrowings outstanding underhave experienced in recent quarters in our Credit Facilitymargins and a debt balance that is $758.5 million lower than at the beginning of 2007. We believe our substantial cash position and reduced leverage provide us with an opportunity to strategically reload our land pipeline for higher margin deliveriesearnings may not continue in future periods.2011.
 
We also reviewed ourcontinue to believe a meaningful improvement in housing market positions, community countsconditions will require a sustained decrease in unsold homes, selling price stabilization, reduced mortgage delinquency and overhead requirements duringforeclosure rates, and an improved economic climate, particularly with respect to employment levels and consumer and credit market confidence that support a decision to buy a home. We cannot predict when or the year, and curtailed our investments where it made financial or strategic senseextent to do so. Based in part on this review and the conversion of our backlog, we have reduced the number of lots we own or control by 65% since February 28, 2006 from approximately 186,000 to 66,000 at November 30, 2007. We also reduced our community counts in weaker markets, and exited certain underperforming markets altogether. We anticipate further reducing our active communities in 2008, which will likely have a negative impact on our year-over-year net order results compared to 2007.
In positioning our business for the future, we intensified our focus in 2007 on our core customer base — the first-time, firstmove-up and active adult homebuyer — and further refined our “Built to Order” operating disciplines. During 2007, we introduced newly designed, smaller, more affordable homesthese events may occur. Moreover, if conditions in our active communities at price points calibrated to median income levels to attract our core customers. We also reengineered our home designs to lower production costs and cycle times, while continuing to invest in our KB Home Studios to provide our customers with a customized choice/value proposition that we believe uniquely differentiates us from other builders in the marketplace.
Based on our efforts in 2007, we believe we are well positioned financially and strategically to navigate through the current housing market downturn and have set a foundation for future growth. However, we believe 2008 will be another tough year for the homebuilding industry and see no indication that housingserved markets struggling with a significant oversupply of homes available for sale are stabilizing. We believe the moderating sales activity and significant pricing and margin pressures that affected the homebuilding industry throughout 2007 will continue, and may deepen, until current new and resale home inventory levels are in better balance with demand, and it is not clear when this may occur. As a result, we do not expect our delivery volume and related revenues to improve in 2008, anddecline further, we may need to take additionalnoncash charges for inventory and joint venture impairments in the future. In addition,and land option contract abandonments, and we may decide that we need to reduce, slow or even abandon our 2008,present land acquisition and possibly 2009,development and new home community opening plans for those markets. Our 2011 results maycould also be negativelyadversely affected if there is a downturn in the general economy, a decrease ineconomic conditions do not notably improve or actually decline, if job growth and/losses accelerate or a decline in overallweak employment levels persist, if residential consumer mortgage delinquencies, short sales and foreclosures increase, if residential consumer mortgage lending becomes less available or more expensive, or if consumer confidence thatweakens, any or all of which could further prolongs thedelay a recovery in housing markets or result in further deterioration in operating conditions, and if competition for home sales intensifies. Despite these difficulties and risks, we believe we are favorably positioned financially and operationally to succeed in advancing our primary strategic goals, particularly in view of the housing markets.
As we move ahead,longer-term demographic, economic and population-growth trends that we expect to continue our efforts from the past year to maintain a strong financial position, sharpen our focus on our core customer base and our “Built to Order” business model, and to align our cost structure and operations with market conditions. Longer term, we expect favorable demographics and continuing population growth in our served markets towill once again drive future demand for new homes, and believe that our operating approach and financial resources will allow us to capitalize on improvements in these housing markets as they occur.homeownership.
 
FORWARD-LOOKING STATEMENTS
 
Investors are cautioned that certain statements contained in this document, as well as some statements by us in periodic press releases and other public disclosures and some oral statements by us to securities analysts and stockholders during presentations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “hopes,” and similar expressions constitute forward-looking statements. In addition, any statements concerning future financial or operating performance (including future revenues, homes delivered, net orders, selling prices, expenses, expense ratios, margins, earnings or earnings per share, or growth or growth rates), future market conditions, future interest rates, and other economic conditions, ongoing business strategies or prospects, future dividends and changes in dividend levels, the value of backlog (including amounts that we expect to realize upon delivery of homes included in backlog and the timing of those deliveries), potential future acquisitions and the impact of completed acquisitions, future share repurchases and possible future actions, which may be provided by us, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about our operations, economic and market factors, and the homebuilding industry, among other things. These statements are not guarantees of future performance, and we have no specific policy or intention to update these statements.


44


Actual events and results may differ materially from those expressed or forecasted in the forward-looking statements due to a number of factors. The most important risk factors that could cause our actual performance and future events and actions to differ materially from such forward-looking statements include, but are not limited to: general economic, employment and business conditions; adverse market conditions that could result in additional impairments or abandonment charges and operating losses, including an oversupply of unsold homes, declining home prices and increased foreclosure and short sale activity, among other things; conditions in the capital and credit markets (including residential consumer mortgage lending


56


standards, the availability of residential consumer mortgage financing and mortgage foreclosure rates); material prices and availability; labor costs and availability; changes in interest rates; inflation; our debt level; declines inlevel and structure; weak or declining consumer confidence; increases in competition;confidence, either generally or specifically with respect to purchasing homes; competition for home sales from other sellers of new and existing homes, including sellers of homes obtained through foreclosures or short sales; weather conditions, significant natural disasters and other environmental factors; government regulations;actions, policies, programs and regulations directed at or affecting the housing market (including, but not limited to, the Dodd-Frank Act, tax credits, tax incentivesand/or subsidies for home purchases, tax deductions for consumer mortgage interest payments and property taxes, tax exemptions for profits on home sales, and programs intended to modify existing mortgage loans and to prevent mortgage foreclosures), the homebuilding industry, or construction activities; the availability and cost of land in desirable areas; government investigationsareas and shareholder lawsuits regarding our past stock option grant practicesability to identify and the restatement of certain of our financial statements; otheracquire such land; legal or regulatory proceedings or claims; conditions inclaims, including the capital, credit (including consumer mortgage lending standards) and homebuilding markets; and the other risks discussedclaims concerning South Edge described above in “Part I — Item 1A. Risk Factors.3. Legal Proceedings”; the abilityand/or willingness of participants in our unconsolidated joint ventures to fulfill their obligations; our ability to access capital; our ability to use the net deferred tax assets we have generated; our ability to successfully implement our current and planned product, geographic and market positioning (including, but not limited to, our efforts to expand our inventory base/pipeline with desirable land positions or interests at reasonable cost and to expand our active community count and open new communities), revenue growth and cost control strategies; consumer interest in our new product designs, includingThe Open Series; and other events outside of our control.


4557


Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We primarily enter into debt obligations primarily to support general corporate purposes, including 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 changes in interest rate changes.rates.
 
The following table sets forthtables present principal cash flows by scheduled maturity, weighted average interest rates and the estimated fair market value of our long-term debt obligations as of November 30, 20072010 and November 30, 2009 (dollars in thousands):
 
                                                                
               Fair Value at
                Fair Value at
 Years Ended November 30,   November 30,
  As of November 30, 2010 for the Years Ended November 30, November 30,
 2008 2009 2010 2011 2012 Thereafter Total 2007  2011 2012 2013 2014 2015 Thereafter Total 2010
Long-term debt (a)                                
Long-term debt                        
Fixed Rate $  $200,000  $298,273  $348,549  $  $1,295,832  $2,142,654   $1,921,042  $99,916  $  $      —  $249,498  $748,813  $559,245  $1,657,472  $1,638,700 
Weighted Average Interest Rate  %  8.6%  7.8%  6.4%  %  6.3%          6.4%  %  %  5.8%  6.1%  8.1%      
 
                        
               Fair Value at
 As of November 30, 2009 for the Years Ended November 30, November 30,
 2010 2011 2012 2013 2014 Thereafter Total 2009
Long-term debt                        
Fixed Rate $  $99,800  $      —  $  $249,358  $1,307,244  $1,656,402  $     1,587,201 
Weighted Average Interest Rate  %  6.4%  %  %  5.8%  7.0%      
(a) Includes senior subordinated and senior notes.


4658



KB HOME
(In Thousands, Except Per Share Amounts)
 
             
  Years Ended November 30, 
  2007  2006  2005 
 
Total revenues
 $6,416,526  $9,380,083  $8,154,681 
             
Homebuilding:            
Revenues $6,400,591  $9,359,843  $8,123,313 
Construction and land costs  (6,826,379)  (7,666,019)  (5,954,768)
Selling, general and administrative expenses  (824,621)  (1,123,508)  (979,610)
Goodwill impairment  (107,926)      
             
Operating income (loss)  (1,358,335)  570,316   1,188,935 
Interest income  28,636   5,503   3,529 
Loss on early redemption/interest expense, net of amounts capitalized  (12,990)  (16,678)  (16,343)
Equity in income (loss) of unconsolidated joint ventures  (151,917)  (20,830)  14,215 
             
Homebuilding pretax income (loss)  (1,494,606)  538,311   1,190,336 
             
Financial services:            
Revenues  15,935   20,240   31,368 
Expenses  (4,796)  (5,923)  (20,400)
Equity in income of unconsolidated joint venture  22,697   19,219   230 
             
Financial services pretax income  33,836   33,536   11,198 
             
Income (loss) from continuing operations before income taxes  (1,460,770)  571,847   1,201,534 
Income tax benefit (expense)  46,000   (178,900)  (447,000)
             
Income (loss) from continuing operations
  (1,414,770)  392,947   754,534 
Income from discontinued operations, net of income taxes  47,252   89,404   69,178 
Gain on sale of discontinued operations, net of income taxes  438,104       
             
Net income (loss)
 $(929,414) $482,351  $823,712 
             
Basic earnings (loss) per share:
            
Continuing operations $(18.33) $4.99  $9.21 
Discontinued operations  6.29   1.13   .85 
             
Basic earnings (loss) per share $(12.04) $6.12  $10.06 
             
Diluted earnings (loss) per share:
            
Continuing operations $(18.33) $4.74  $8.54 
Discontinued operations  6.29   1.08   .78 
             
Diluted earnings (loss) per share $(12.04) $5.82  $9.32 
             
             
  Years Ended November 30, 
  2010  2009  2008 
 
Total revenues
 $1,589,996  $1,824,850  $3,033,936 
             
Homebuilding:            
Revenues $1,581,763  $1,816,415  $3,023,169 
Construction and land costs  (1,308,288)  (1,749,911)  (3,314,815)
Selling, general and administrative expenses  (289,520)  (303,024)  (501,027)
Goodwill impairment        (67,970)
             
Operating loss  (16,045)  (236,520)  (860,643)
Interest income  2,098   7,515   34,610 
Interest expense, net of amounts capitalized/loss on early redemption of debt  (68,307)  (51,763)  (12,966)
Equity in loss of unconsolidated joint ventures  (6,257)  (49,615)  (152,750)
             
Homebuilding pretax loss  (88,511)  (330,383)  (991,749)
             
Financial services:            
Revenues  8,233   8,435   10,767 
Expenses  (3,119)  (3,251)  (4,489)
Equity in income of unconsolidated joint venture  7,029   14,015   17,540 
             
Financial services pretax income  12,143   19,199   23,818 
             
Total pretax loss
  (76,368)  (311,184)  (967,931)
Income tax benefit (expense)  7,000   209,400   (8,200)
             
Net loss
 $(69,368) $(101,784) $(976,131)
             
Basic and diluted loss per share
 $(.90) $(1.33) $(12.59)
             
Basic and diluted average shares outstanding
  76,889   76,660   77,509 
             
 
See accompanying notes.


4860


KB HOME
(In Thousands, Except Shares)
 
                
 November 30,  November 30, 
 2007 2006  2010 2009 
Assets
                
Homebuilding:                
Cash and cash equivalents $1,325,255  $700,041  $904,401  $1,174,715 
Restricted cash  115,477   114,292 
Receivables  295,739   224,077   108,048   337,930 
Inventories  3,312,420   5,751,643   1,696,721   1,501,394 
Investments in unconsolidated joint ventures  297,010   381,242   105,583   119,668 
Deferred income taxes  222,458   430,806 
Goodwill  67,970   177,333 
Other assets  140,712   160,197   150,076   154,566 
          
  5,661,564   7,825,339   3,080,306   3,402,565 
Financial services  44,392   44,024   29,443   33,424 
Assets of discontinued operations     1,394,375 
          
Total assets
 $5,705,956  $9,263,738  $3,109,749  $3,435,989 
     
        
             
  
Liabilities and stockholders’ equity
                
Homebuilding:                
Accounts payable $699,851  $626,243  $233,217  $340,977 
Accrued expenses and other liabilities  975,828   1,600,617   466,505   560,368 
Mortgages and notes payable  2,161,794   2,920,334   1,775,529   1,820,370 
          
  3,837,473   5,147,194   2,475,251   2,721,715 
          
Financial services  17,796   26,276   2,620   7,050 
Liabilities of discontinued operations     1,167,520 
Stockholders’ equity:                
Preferred stock — $1.00 par value; authorized, 10,000,000 shares; none issued            
Common stock — $1.00 par value; authorized, 290,000,000 shares at November 30, 2007 and 2006; 114,976,285 and 114,648,604 shares issued at November 30, 2007 and 2006, respectively  114,976   114,649 
Common stock — $1.00 par value; authorized, 290,000,000 shares at November 30, 2010 and 2009; 115,148,586 and 115,120,305 shares issued at November 30, 2010 and 2009, respectively  115,149   115,120 
Paid-in capital  851,628   825,958   873,519   860,772 
Retained earnings  1,968,881   2,975,465   717,852   806,443 
Accumulated other comprehensive income (loss)  (22,923)  63,197 
Grantor stock ownership trust, at cost: 12,203,282 and 12,345,182 shares at November 30, 2007 and 2006, respectively  (132,608)  (134,150)
Treasury stock, at cost: 25,451,107 and 25,274,482 shares at November 30, 2007 and 2006, respectively  (929,267)  (922,371)
Accumulated other comprehensive loss  (22,657)  (22,244)
Grantor stock ownership trust, at cost: 11,082,723 and 11,228,951 shares at November 30, 2010 and 2009, respectively  (120,442)  (122,017)
Treasury stock, at cost: 27,095,467 and 27,047,379 shares at November 30, 2010 and 2009, respectively  (931,543)  (930,850)
          
Total stockholders’ equity  1,850,687   2,922,748   631,878   707,224 
          
Total liabilities and stockholders’ equity
 $5,705,956  $9,263,738  $3,109,749  $3,435,989 
          
 
See accompanying notes.


4961


 
KB HOME
(In Thousands)
 
                                                                                    
 Years Ended November 30, 2007, 2006 and 2005  Years Ended November 30, 2010, 2009 and 2008 
 Number of Shares       Accumulated
          Number of Shares       Accumulated
       
   Grantor
         Other
   Grantor
        Grantor
         Other
 Grantor
     
   Stock
         Comprehensive
   Stock
   Total
    Stock
         Comprehensive
 Stock
   Total
 
 Common
 Ownership
 Treasury
 Common
 Paid-in
 Retained
 Income
 Deferred
 Ownership
 Treasury
 Stockholders’
  Common
 Ownership
 Treasury
 Common
 Paid-in
 Retained
 Income
 Ownership
 Treasury
 Stockholders’
 
 Stock Trust Stock Stock Capital Earnings (Loss) Compensation Trust Stock Equity  Stock Trust Stock Stock Capital Earnings (Loss) Trust Stock Equity 
Balance at November 30, 2004  110,273   (14,755)  (16,896) $110,273  $610,333  $1,818,774  $59,968  $(6,046) $(160,334) $(393,578) $2,039,390 
Balance at November 30, 2007  114,976   (12,203)  (25,451) $114,976  $851,628  $1,968,881  $(22,923) $(132,608) $(929,267) $1,850,687 
Comprehensive loss:                                        
Net loss                 (976,131)           (976,131)
Postretirement benefits adjustment                    5,521         5,521 
                          
Comprehensive income:                                            
Net income                 823,712               823,712 
Foreign currency translation                    (31,264)           (31,264)
Total comprehensive loss                             (970,610)
Dividends on common stock                  (62,967)           (62,967)
Adoption of new income tax accounting guidance                 (2,459)           (2,459)
Exercise of employee stock options  144         144   1,443               1,587 
Restricted stock amortization              4,946               4,946 
Stock-based compensation              5,018               5,018 
Grantor stock ownership trust     302         2,088         3,282      5,370 
Treasury stock        (61)                 (967)  (967)
                        
Total comprehensive income                                792,448 
Balance at November 30, 2008  115,120   (11,901)  (25,512)  115,120   865,123   927,324   (17,402)  (129,326)  (930,234)  830,605 
Comprehensive loss:                                        
Net loss                 (101,784)           (101,784)
Postretirement benefits adjustment                    (4,842)        (4,842)
   
Total comprehensive loss                             (106,626)
Dividends on common stock                  (61,577)              (61,577)                 (19,097)           (19,097)
Exercise of employee stock options  3,632   950      3,632   91,072   (1,301)        10,323      103,726               (4,093)              (4,093)
Restricted stock awards     149         7,940         (9,555)  1,615                     (4,846)        4,846       
Restricted stock amortization                       1,996         1,996               1,390               1,390 
Stock-based compensation              5,809                  5,809               2,587               2,587 
Grantor stock ownership trust     656         27,824            7,130      34,954      672         611         2,463      3,074 
Treasury stock        (2,125)                    (134,713)  (134,713)        (1,535)                 (616)  (616)
French share transfer                 (8,236)              (8,236)
                                            
Balance at November 30, 2005  113,905   (13,000)  (19,021)  113,905   742,978   2,571,372   28,704   (13,605)  (141,266)  (528,291)  2,773,797 
Balance at November 30, 2009  115,120   (11,229)  (27,047)  115,120   860,772   806,443   (22,244)  (122,017)  (930,850)  707,224 
Comprehensive loss:                                        
Net loss                 (69,368)           (69,368)
Postretirement benefits adjustment                    (413)        (413)
                          
Comprehensive income:                                            
Net income                 482,351               482,351 
Foreign currency translation                    34,493            34,493 
   
Total comprehensive income                                516,844 
Total comprehensive loss                             (69,781)
Dividends on common stock                  (78,258)              (78,258)                 (19,223)           (19,223)
Exercise of employee stock options  744         744   34,723                  35,467   29         29   2,074               2,103 
Restricted stock awards     537         32,726            5,839      38,565               (307)        307       
Restricted stock amortization              4,649                  4,649               2,297               2,297 
Stock-based compensation              19,358                  19,358               5,777               5,777 
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 
                       
Comprehensive loss:                                            
Net loss                 (929,414)              (929,414)
Foreign currency translation                    (63,197)           (63,197)
   
Total comprehensive loss                                (992,611)
Postretirement benefits adjustment                    (22,923)           (22,923)
Dividends on common stock                  (77,170)              (77,170)
Exercise of employee stock options  327         327   9,718                  10,045 
Restricted stock amortization              4,993                  4,993 
Stock-based compensation              9,354                  9,354 
Cash-settled stock appreciation rights exchange              2,348               2,348 
Grantor stock ownership trust     142         1,605            1,542      3,147      146         215         1,268      1,483 
Treasury stock        (177)                    (6,896)  (6,896)        (48)     343            (693)  (350)
                                            
Balance at November 30, 2007  114,976   (12,203)  (25,451) $114,976  $851,628  $1,968,881  $(22,923) $  $(132,608) $(929,267) $1,850,687 
Balance at November 30, 2010  115,149   (11,083)  (27,095) $115,149  $873,519  $717,852  $(22,657) $(120,442) $(931,543) $631,878 
                                            
 
See accompanying notes.


5062


 
KB HOME
(In Thousands)
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2007 2006 2005  2010 2009 2008 
Cash flows from operating activities:
                        
Net income (loss) $(929,414) $482,351  $823,712 
Income from discontinued operations, net of income taxes  (47,252)  (89,404)  (69,178)
Gain on sale of discontinued operations, net of income taxes  (438,104)      
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities:
            
Net loss $(69,368) $(101,784) $(976,131)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
            
Equity in (income) loss of unconsolidated joint ventures  129,220   1,611   (14,445)  (772)  35,600   135,210 
Distributions of earnings from unconsolidated joint ventures  42,356   13,553   11,973   20,410   7,662   22,183 
Gain on sale of investment in unconsolidated joint venture     (27,612)   
Gain on sale of mortgage banking assets        (26,647)
Amortization of discounts and issuance costs  2,478   2,441   1,550   2,149   1,586   2,062 
Depreciation and amortization  17,274   18,091   17,546   3,289   5,235   9,317 
Loss on voluntary termination of revolving credit facility/early redemption of debt  1,802   976   10,388 
Provision for deferred income taxes  208,348   (189,047)  3,150         221,306 
Excess tax benefit associated with exercise of stock options  (882)  (15,384)   
Stock option income tax benefits        36,930 
Tax benefits from stock-based compensation  (583)  4,093   2,097 
Stock-based compensation expense  9,354   19,358   5,809   8,074   3,977   5,018 
Inventory and joint venture impairments and land option contract abandonments  1,410,345   431,239   42,922 
Inventory impairments and land option contract abandonments  19,925   168,149   606,791 
Goodwill impairment  107,926               67,970 
Changes in assets and liabilities:                        
Receivables  (71,406)  (23,529)  50,146   211,318   35,667   (60,565)
Inventories  779,875   (356,342)  (1,807,593)  (129,334)  433,075   545,850 
Accounts payable, accrued expenses and other liabilities  (340,630)  205,707   697,484   (199,205)  (252,620)  (282,781)
Other, net  17,409   7,182   55,679   (1,669)  8,296   32,607 
              
Net cash provided (used) by operating activities — continuing operations  896,897   480,215   (170,962)
Net cash provided by operating activities — discontinued operations  297,397   229,505   86,715 
       
Net cash provided (used) by operating activities  1,194,294   709,720   (84,247)  (133,964)  349,912   341,322 
              
Cash flows from investing activities:
                        
Sale of discontinued operations, net of cash divested  739,764       
Sale of investment in unconsolidated joint venture     57,767    
Sale of mortgage banking assets        42,396 
Investments in unconsolidated joint ventures  (241,551)  (237,786)  (117,633)  (15,669)  (19,922)  (59,625)
Purchases of property and equipment, net  685   (17,638)  (22,059)
Other, net     772   1,260 
Sales (purchases) of property and equipment, net  (420)  (1,375)  7,073 
              
Net cash provided (used) by investing activities — continuing operations  498,898   (196,885)  (96,036)
Net cash used by investing activities — discontinued operations  (12,112)  (4,477)  (1,938)
       
Net cash provided (used) by investing activities  486,786   (201,362)  (97,974)
Net cash used by investing activities  (16,089)  (21,297)  (52,552)
              
Cash flows from financing activities:
                        
Net payments on credit agreements and other short-term borrowings     (84,100)  (378,529)
Proceeds from (redemption of) term loan  (400,000)  400,000    
Redemption of senior subordinated notes  (250,000)      
Change in restricted cash  (1,185)  1,112   (115,404)
Proceeds from issuance of senior notes     298,458   747,591      259,737    
Payments on mortgages, land contracts and other loans  (114,119)  (36,595)  (39,119)
Payment of senior notes issuance costs     (4,294)   
Repayment of senior and senior subordinated notes     (453,105)  (305,814)
Payments on mortgages and land contracts due to land sellers and other loans  (101,154)  (78,983)  (12,800)
Issuance of common stock under employee stock plans  12,310   65,052   101,749   1,851   3,074   6,958 
Excess tax benefit associated with exercise of stock options  882   15,384      583       
Payments of cash dividends  (77,170)  (78,258)  (61,577)  (19,223)  (19,097)  (62,967)
Repurchases of common stock  (6,896)  (394,080)  (134,713)  (350)  (616)  (967)
              
Net cash provided (used) by financing activities — continuing operations  (834,993)  185,861   235,402 
Net cash used by financing activities — discontinued operations  (306,527)  (215,010)  (119,213)
       
Net cash provided (used) by financing activities  (1,141,520)  (29,149)  116,189 
Net cash used by financing activities  (119,478)  (292,172)  (490,994)
              
Net increase (decrease) in cash and cash equivalents
  539,560   479,209   (66,032)  (269,531)  36,443   (202,224)
Cash and cash equivalents at beginning of year  804,182   324,973   391,005   1,177,961   1,141,518   1,343,742 
              
Cash and cash equivalents at end of year $1,343,742  $804,182  $324,973  $908,430  $1,177,961  $1,141,518 
              
See accompanying notes.


5163


KB HOME
 
Note 1.  Summary of Significant Accounting Policies
 
Operations.  KB Home is a builder of single-family homes, townhomes and condominiums. TheAs of November 30, 2010, the Company operateshad ongoing operations in Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, Nevada, New Mexico, North Carolina, South Carolina, Texas and Virginia. The Company also offers mortgage banking services through Countrywide KB Home Loans,KBA Mortgage, a joint venture with Countrywide. Countrywide KB Home Loans, whicha subsidiary of Bank of America, N.A. KBA Mortgage is accounted for as an unconsolidated joint venture within the Company’s financial services reporting segment, began offering loans to the Company’s homebuyers on September 1, 2005. Through its financial services subsidiary, KBHMC, thesegment. The Company provides title and insurance services tothrough its homebuyers. Thefinancial services subsidiary, KB Home Mortgage 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.(“KBHMC”).
 
Basis of Presentation.  The consolidated financial statements include the accounts of the Company and all significant subsidiaries and joint ventures in which a controlling interest is held, as well as certain VIEs required to be consolidated pursuant to FASB Interpretation No. 46(R).ASC 810. All intercompany transactions have been eliminated. Investments in unconsolidated joint ventures in which the Company has less than a controlling interest are accounted for using the equity method.
 
In July 2007, the Company sold its 49% equity interest in its publicly traded French subsidiary, KBSA. Therefore, for the years ended November 30, 2007, 2006 and 2005, the French operations have been presented as discontinued operations in the consolidated financial statements.
Use of Estimates.  The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principlesGAAP and, as such,therefore, include amounts based on informed estimates and judgments of management. Actual results could differ from these estimates.
 
Cash and Cash Equivalents.Equivalents and Restricted Cash.  The Company considers all highly liquid debt instruments and other short-term investments purchased with aan original maturity of three months or less to be cash equivalents. The Company’s cash equivalents totaled $1.11$797.2 million at November 30, 2010 and $1.07 billion at November 30, 20072009. The majority of the Company’s cash and $371.0cash equivalents were invested in money market accounts and U.S. government securities.
Restricted cash of $115.5 million at November 30, 2006.
Goodwill.  The Company has recorded goodwill in connection2010 consisted of $88.7 million of cash deposited with various acquisitionsfinancial institutions that is required as collateral for the LOC Facilities, and $26.8 million of cash in prior years. Goodwill representsan escrow account required as collateral for a surety bond. Restricted cash of $114.3 million at November 30, 2009 consisted solely of cash deposited in an interest reserve account with the excessadministrative agent of the purchase price over the fair value of net assets acquired. In accordance with SFAS No. 142, the Company tests goodwill for potential impairment annually as of November 30 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company evaluates goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step is to identify potential impairment by comparing the fair value of a reporting unitCredit Facility pursuant to the book value, including goodwill. IfCredit Facility’s terms. The Credit Facility was terminated effective March 31, 2010 and the fair value of a reporting unit exceedscash deposited in the book value, goodwill is not considered impaired. If the book value exceeds the fair value, the second step of the process is performed to measure the amount of impairment.interest reserve account was withdrawn.
 
Property and Equipment, Operating Properties and Depreciation.  Property and equipment are recorded at cost and are depreciated over their estimated useful lives, which generally range from two to 10 years, using the straight-line method. Operating properties are recorded at cost and are depreciated over their estimated useful lives of 39 years, using thestraight-line method. Repair and maintenance costs are charged to earnings as incurred. Property and equipment and operating properties are included in other assets on the consolidated balance sheetssheets. Property and equipment totaled $32.7$9.6 million, net of accumulated depreciation of $61.3$27.1 million, at November 30, 20072010, and $50.7$12.5 million, net of accumulated depreciation of $55.2$30.0 million, at November 30, 2006.2009. Depreciation expense totaled $17.3$3.3 million in 2007, $17.22010, $5.2 million in 2006,2009 and $17.4$9.3 million in 2005.
Foreign Currency Translation.  Results of operations for KBSA were translated to U.S. dollars using the average exchange rates during the period. Assets and liabilities were translated using the exchange rates in effect at the balance sheet date. Resulting translation adjustments were recorded in stockholders’ equity as foreign currency translation adjustments. Cumulative translation adjustments of $63.2 million related to the Company’s French operations were recognized in 2007 in connection with the sale of those operations.2008.
 
Homebuilding Operations.  Revenues from housing and other real estate sales are recognized in accordance with SFAS No. 66ASC 360 when sales are closed and title passes to the buyer. Sales are closed when all of the following conditions are met: a sale is consummated, a significantsufficient down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably assured.


52


Construction and land costs are comprised of direct and allocated costs, including estimated future costs for warranties and amenities. Land, land improvements and other common costs are generally allocated on a relative fair value basis to homes within a parcel or community. Land and land development costs include related interest and real estate taxes.
 
InventoriesHousing and land inventories are stated at cost, unless the carrying amount of the parcel or community is determined not to be recoverable, in which case the inventories are written down to fair value in accordance with SFAS No. 144. SFAS No. 144ASC 360. ASC 360 requires that real estate assets be tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of the amounts and timing of revenues, costs and expenses, and other factors. If real estate assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the


64


assets exceeds the fair value of the assets. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with the real estate assets, or other valuation techniques.
 
Fair Value Measurements.  ASC 820 defines fair value, provides a framework for measuring the fair value of assets and liabilities under GAAP and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate the carrying value may not be recoverable. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets, or other valuation techniques.
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, mortgages and notes receivable, senior notes, and mortgages and land contracts due to land sellers and other loans. Fair value measurements of financial instruments are determined by various market data and other valuation techniques as appropriate. When available, the Company uses quoted market prices in active markets to determine fair value.
Financial Services Operations.  Revenues from the Company’s financial services segment are generated primarily from the following sources: interest income;income, title services;services, and insurance commissions. Interest income is accrued as earned. Title services revenues are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur simultaneously at the time each home is closed. Insurance commissions are recognized when policies are issued.
Warranty Costs.  The financial services segment also generated revenues from escrow coordination services untilCompany provides a limited warranty on all of its homes. The Company estimates the escrow coordination business was terminatedcosts that may be incurred under each limited warranty and records a liability in 2007. Escrow coordination fees were recognizedthe amount of such costs at the time the revenue associated with the sale of each home was closed.is recognized. Factors that affect the Company’s warranty liability include the number of homes delivered, historical and anticipated rates of warranty claims, and cost per claim. The Company’s primary assumption in estimating the amounts it accrues for warranty costs is that historical claims experience is a strong indicator of future claims experience. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary based on its assessment.
 
PriorInsurance.  The Company self-insures a portion of its overall risk through the use of a captive insurance subsidiary. The Company records expenses and liabilities based on the estimated costs required to September 1, 2005,cover its self-insured retention and deductible amounts under its insurance policies, and on the estimated costs of potential claims and claim adjustment expenses above its coverage limits or that are not covered by its policies. These estimated costs are based on an analysis of the Company’s historical claims and include an estimate of construction defect claims incurred but not yet reported.
The Company engages a third-party actuary that uses the Company’s historical claim and expense data, as well as industry data, to estimate its unpaid claims, claim adjustment expenses and incurred but not reported claims liabilities for the risks that the Company also directly generated revenuesis assuming under the self-insured portion of its general liability insurance. Projection of losses related to these liabilities requires actuarial assumptions that are subject to variability due to uncertainties regarding construction defect claims relative to the Company’s markets and the types of product it builds, claim settlement patterns, insurance industry practices and legal or regulatory interpretations, among other factors. Because of the degree of judgment required and the potential for variability in the underlying assumptions used in determining these estimated liability amounts, actual future costs could differ from loan originationsthe Company’s currently estimated amounts.
Advertising Costs.  The Company expenses advertising costs as incurred. The Company incurred advertising costs of $25.9 million in 2010, $16.5 million in 2009 and sales of mortgage loans and servicing rights through KBHMC. Since September 1, 2005, these mortgage banking activities have been performed by Countrywide KB Home Loans, an unconsolidated joint venture.$34.6 million in 2008.
 
Stock-Based Compensation.  Effective December 1, 2005,With the approval of the management development and compensation committee, consisting entirely of independent members of the Company’s board of directors, the Company adoptedhas provided some compensation benefits to its employees in the fair value recognition provisionsform of SFAS No. 123(R),stock options, restricted stock, phantom shares and SARs.
The Company measures and recognizes compensation expense associated with its grant of equity-based awards in accordance with ASC 718, which requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.arrangements over the vesting period. The Company provides compensation benefits by issuing stock options, restricted stock, phantom shares and SARs. Prior to December 1, 2005,estimates the Company accounted for its stock option grants under the recognition and measurement provisions of APB Opinion No. 25 and related interpretations.
The Company adopted SFAS No. 123(R) using the modified prospective transition method. Under that transition method, the provisions of SFAS No. 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 of the date of adoption on a straight-line basis over the remaining vesting period. The fair value of stock options is estimated on the date of grantand SARs granted using the Black-Scholes option-pricing model. In addition, SFAS No. 123(R)ASC 718 also requires the tax benefit resulting from tax deductions in excess of the compensation expense recognized for those options to be reported in the statement of cash flows as an operating cash outflow and a financing cash inflow rather than as an operating cash inflow as previously reported.
SFAS No. 123(R) requires disclosure of pro forma financial information for periods prior to adoption. The following table sets forth the effect on net income and earnings per share as if the fair value recognition provisions of SFAS


53


No. 123(R) had been applied to all outstanding and unvested awards in the year ended November 30, 2005 (in thousands, except per share amounts):
         
Net income, as reported $823,712     
Add: Stock-based compensation expense included in net income, net of related tax effects  4,309     
Deduct: Stock-based compensation expense determined using the fair value method, net of related tax effects  (19,462)    
         
Pro forma net income $808,559     
         
Earnings per share:        
Basic — as reported $10.06     
Basic — pro forma  9.87     
Diluted — as reported  9.32     
Diluted — pro forma  9.21     
         
Advertising Costs.  The Company expenses advertising costs as incurred. The Company incurred advertising costs of $68.0 million in 2007, $107.0 million in 2006 and $78.6 million in 2005.
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 through a captive insurance subsidiary.inflow.
 
Income Taxes.  Income taxes are accounted for in accordance with SFAS No. 109.ASC 740. The provision for, or benefit from, income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on


65


the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are evaluated on a quarterly basis to determine whether a valuation allowance is required. In accordance with SFAS No. 109,ASC 740, the Company assesses whether a valuation allowance should be established based on its determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which those temporary differences become deductible. Judgment is required in determining the future tax consequences of events that have been recognized in the Company’s consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial position or results of operations.
 
Accumulated Other Comprehensive Income (Loss).Loss.  The accumulated balancebalances of other comprehensive loss in the consolidated balance sheetsheets as of November 30, 2007 is2010 and 2009 are comprised solely of an adjustment of $22.9 millionadjustments recorded directly to accumulated other comprehensive loss at the end of 2007 to initially apply SFAS No. 158, whichin accordance with ASC 715. ASC 715 requires an employer to recognize the funded status of a defined postretirement benefit planplans as an asset or liability on the balance sheet and requires any unrecognized prior service costs and actuarial gains/losses to be recognized in accumulated other comprehensive income (loss). The accumulated balance of other comprehensive income in the consolidated balance sheet as of November 30, 2006 is comprised solely of cumulative foreign currency translation adjustments of $63.2 million related to the Company’s French operations, which were sold in 2007.
 
Earnings (Loss)Loss Per Share.  Basic earnings (loss)and diluted loss per share iswere calculated by dividing net income (loss) by the average number of common shares outstanding for the period. Diluted earnings (loss)as follows (in thousands, except per share is calculated by dividing net income (loss) by the average number of shares outstanding including all potentially dilutive shares issuable under outstanding stock options. amounts):
             
  Years Ended November 30,   
  2010  2009  2008 
 
Numerator:            
Net loss $(69,368) $(101,784) $(976,131)
             
Denominator:            
Basic and diluted average shares outstanding  76,889   76,660   77,509 
             
Basic and diluted loss per share $(.90) $(1.33) $(12.59)
             
All outstanding stock options were excluded from the diluted earnings (loss)loss per share calculations for the year ended November 30, 2007 because they were antidilutive due to the loss from continuing operations. For the years ended November 30, 20062010, 2009 and 2005, options to purchase 597,100 shares and 5,700 shares, respectively, were excluded from the computations of diluted earnings per share2008 because the exercise price was greater


54


thaneffect of their inclusion would be antidilutive, or would decrease the average market price of the common stock and their effect would have been antidilutive. The following table presents a reconciliation of average shares outstanding (in thousands):
             
  Years Ended November 30, 
  2007  2006  2005 
 
Basic average shares outstanding  77,172   78,829   81,888 
Net effect of stock options assumed to be exercised     4,027   6,537 
             
Diluted average shares outstanding  77,172   82,856   88,425 
             
reported loss per share.
 
Recent Accounting Pronouncements.  Pronouncements.  In July 2006,January 2010, the FASB issued FASB InterpretationASU 2010-06, which provides amendments to Accounting Standards Codification Subtopic No. 48, which prescribes a recognition threshold820-10, “Fair Value Measurements and measurement attributeDisclosures — Overall.” ASU 2010-06 requires additional disclosures and clarifications of existing disclosures for the financial statement recognitionrecurring and measurement of a tax position taken or expected to be taken in a tax return. FASB Interpretation No. 48 also providesnonrecurring fair value measurements. The revised guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FASB Interpretation No. 48 arewas effective for the Company’s first quarter ending February 29, 2008. The Company is in the processsecond quarter of evaluating2010, except for the potential impact of adopting FASB Interpretation No. 48, but does not expect the interpretation to have a material impact on its consolidated financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157,Level 3 activity disclosures, 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 isare effective for fiscal years beginning after NovemberDecember 15, 20072010. ASU 2010-06 concerns disclosure only 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 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 thepercentage-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.
In February 2007, the FASB issued SFAS No. 159, which permits entities to choose to measure certain financial assets and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective as of the beginning ofwill not have an entity’s first fiscal year that begins after November 15, 2007. The Company is currently evaluating the potential impact of the adoption of SFAS No. 159; however, it is not expected to have a material impact on the Company’s consolidated financial position or results of operations.
 
In December 2007,2010, the FASB issued SFAS No. 141(R),ASU2010-29, which amends SFAS No. 141,addresses diversity in practice about the interpretation of the pro forma revenue and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also providesearnings disclosure requirements to enable usersfor business combinations. The amendments in ASU2010-29 specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the financial statementscombined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in ASU2010-29 also expand the supplemental pro forma disclosures to evaluateinclude a description of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively. The Company is currently evaluating the potential impact of adopting SFAS No. 141(R) on its consolidated financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, which establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net incomematerial, nonrecurring pro forma adjustments directly attributable to the parentbusiness combination included in the reported pro forma revenue and toearnings. The amendments in ASU2010-29 are effective prospectively for business combinations for which the noncontrolling interest, changes in a parent’s ownership interest, andacquisition date is on or after the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interestsbeginning of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal yearsfirst annual reporting period beginning on or after December 15, 2008.2010. The Company is currently evaluatingbelieves the potentialadoption of this guidance will not have a material impact of adopting SFAS No. 160 on its consolidated financial position andor results of operations.
 
Reclassifications.  Certain amounts in the consolidated financial statements of prior years have been reclassified to conform to the 20072010 presentation.


5566


Note 2.  Segment Information
 
As of November 30, 2007,2010, the Company hashad identified five reporting segments, comprised of four homebuilding reporting segments and one financial services reporting segment, within its consolidated operations in accordance with Statement of Financial Accounting Standards Codification Topic No. 131, “Disclosures about Segments280, “Segment Reporting.” As of an Enterprise and Related Information.” TheNovember 30, 2010, the Company’s homebuilding reporting segments haveconducted ongoing operations in the following states:
 
West Coast: California
Southwest: Arizona Nevada and New MexicoNevada
Central: Colorado Illinois and Texas
Southeast: Florida, Georgia, Maryland, North Carolina, South Carolina, and Virginia
 
The Company’s homebuilding reporting segments are engaged in the acquisition and development of land primarily for residential purposes and offer a wide variety of homes that are designed to appeal to first-time, first move-up and active adult buyers.homebuyers.
 
The Company’s homebuilding reporting segments were identified based primarily on similarities in economic and geographic characteristics, as well as similar product type,types, regulatory environments, methods used to sell and construct homes and land acquisition characteristics. The Company evaluates segment performance primarily based on segment pretax income.results.
 
The Company’s financial services reporting segment provides mortgage banking, title and insurance services to the Company’s homebuyers. This segment also provided escrow coordinationprovides mortgage banking services to the Company’s homebuyers until the escrow coordination business was terminated in 2007. Mortgage banking services were provided directly by KBHMC prior to September 1, 2005. From and after that date, mortgage banking services have been provided through Countrywide KB Home Loans.KBA Mortgage. The Company’s financial services reporting segment operatesconducts operations in the same markets as the Company’s homebuilding reporting segments.
 
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.presented, nor are they indicative of the results to be expected in future periods.
 
The following tables present financial information relating to the Company’s reporting segments (in thousands):
 
             
  Years Ended November 30, 
  2007  2006  2005 
Revenues:            
West Coast $2,203,303  $3,531,279  $3,050,486 
Southwest  1,349,570   2,183,830   1,964,483 
Central  1,077,304   1,553,309   1,559,067 
Southeast  1,770,414   2,091,425   1,549,277 
             
Total homebuilding revenues  6,400,591   9,359,843   8,123,313 
Financial services  15,935   20,240   31,368 
             
Total revenues $6,416,526  $9,380,083  $8,154,681 
             
Income (loss) from continuing operations before income taxes:            
West Coast $(665,845) $359,864  $681,303 
Southwest  (287,339)  365,098   513,846 
Central  (64,210)  (54,749)  28,152 
Southeast  (230,420)  38,933   152,508 
Corporate and other (a)  (246,792)  (170,835)  (185,473)
             
Total homebuilding income (loss) from continuing operations before income taxes  (1,494,606)  538,311   1,190,336 
Financial services  33,836   33,536   11,198 
             
Total income (loss) from continuing operations before income taxes $(1,460,770) $571,847  $1,201,534 
             


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 Years Ended November 30,  Years Ended November 30, 
 2007 2006 2005  2010 2009 2008 
Interest cost:            
West Coast $63,902  $     20,160  $   16,970 
Southwest  45,827   49,622   27,912 
Central  21,184   37,518   41,046 
Southeast  44,364   31,850   14,150 
Corporate and other  9,209   20,777   17,236 
       
Total (b) $184,486  $159,927  $117,314 
       
Equity in income (loss) of unconsolidated joint ventures:            
West Coast $(64,886) $(25,732) $13,287 
Southwest  (15,734)  (26)  112 
Central  (6,916)  (3,829)  (2)
Southeast  (64,381)  (12,290)  (319)
Corporate and other     21,047   1,137 
       
Total $(151,917) $(20,830) $14,215 
       
Inventory impairments:            
Revenues:            
West Coast $631,399  $113,022  $  $700,645  $812,207  $1,055,021 
Southwest  337,889   17,343      187,736   218,096   618,014 
Central  24,662   30,592   23,743   436,404   434,400   594,317 
Southeast  116,023   67,808   2,981   256,978   351,712   755,817 
              
Total $1,109,973  $228,765  $26,724 
Total homebuilding revenues  1,581,763   1,816,415   3,023,169 
Financial services  8,233   8,435   10,767 
              
Inventory abandonments:            
Total revenues $1,589,996  $1,824,850  $3,033,936 
       
Pretax income (loss):            
West Coast $28,011  $65,740  $6,083  $60,250  $(88,442) $(298,047)
Southwest  16,479   22,069   1,521   (15,802)  (48,572)  (212,194)
Central  9,783   18,198   4,026   (1,772)  (29,382)  (82,789)
Southeast  89,736   37,865   4,568   (42,801)  (78,414)  (258,568)
Corporate and other (a)  (88,386)  (85,573)  (140,151)
              
Total $144,009  $143,872  $16,198 
Total homebuilding loss  (88,511)  (330,383)  (991,749)
Financial services  12,143   19,199   23,818 
              
Joint venture impairments:            
West Coast $57,030  $34,401  $—— 
Southwest  31,049       
Central  4,483       
Southeast  63,801   24,201    
Total pretax loss $(76,368) $(311,184) $(967,931)
              
Total $156,363  $58,602  $ 
       
 
 
(a)Corporate and other includes corporate general and administrative expenses and goodwill impairment.
(b)Interest cost includes interest amortized in construction and land costs, interest expense, and, in 2007, the loss on early redemption of debt. Interest included in construction and land costs totaled $171.5 million in 2007, $143.2 million in 2006 and $101.0 million in 2005. The loss on early redemption of debt in 2007 totaled $13.0 million. Interest expense totaled $0 million in 2007, $16.7 million in 2006 and $16.3 million in 2005.
 

57
67


         
  November 30, 
  2007  2006 
Assets:        
West Coast $1,542,948  $2,910,764 
Southwest  887,361   1,324,239 
Central  643,599   879,134 
Southeast  845,679   1,504,333 
Corporate and other  1,741,977   1,206,869 
         
Total homebuilding assets  5,661,564   7,825,339 
Financial services  44,392   44,024 
Discontinued operations     1,394,375 
         
Total assets $5,705,956  $9,263,738 
         
Investments in unconsolidated joint ventures:        
West Coast $63,450  $48,013 
Southwest  134,082   174,168 
Central  7,230   14,344 
Southeast  92,248   144,717 
         
Total $297,010  $381,242 
         
             
  Years Ended November 30, 
  2010  2009  2008 
Equity in income (loss) of unconsolidated joint ventures:            
West Coast $1,476  $  (7,761) $  (45,180)
Southwest  (8,631)  (15,509)  (35,633)
Central     506   (4,515)
Southeast  898   (26,851)  (67,422)
             
Total $    (6,257) $  (49,615) $(152,750)
             
Inventory impairments:            
West Coast $3,828  $44,895  $229,059 
Southwest  962   28,833   160,574 
Central  348   23,891   51,518 
Southeast  4,677   23,229   124,726 
             
Total $9,815  $120,848  $565,877 
             
Land option contract abandonments:            
West Coast $797  $32,679  $17,475 
Southwest        187 
Central  6,511       
Southeast  2,802   14,622   23,252 
             
Total $10,110  $47,301  $40,914 
             
Joint venture impairments:            
West Coast $  $7,190  $43,116 
Southwest     5,426   30,434 
Central        2,629 
Southeast     25,915   65,671 
             
Total $  $38,531  $141,850 
             
 
             
     November 30, 
     2010  2009 
Assets:            
West Coast $965,323  $838,510 
Southwest  376,234   346,035 
Central  328,938   357,688 
Southeast  372,611   361,551 
Corporate and other  1,037,200   1,498,781 
         
Total homebuilding assets  3,080,306   3,402,565 
Financial services  29,443   33,424 
         
Total assets $3,109,749  $3,435,989 
         
Investments in unconsolidated joint ventures:            
West Coast $37,830  $54,795 
Southwest  59,191   56,779 
Central      
Southeast  8,562   8,094 
         
Total $105,583  $119,668 
         

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Note 3.  Financial Services
 
FinancialThe following tables present financial information relatedrelating to the Company’s financial services reporting segment is as follows (in thousands):
 
 
            
             Years Ended November 30, 
 Years Ended November 30,  2010 2009 2008 
 2007 2006 2005 
            
Revenues                        
Interest income $158  $230  $8,167  $6  $31  $209 
Title services  5,977   7,205   6,053   992   1,184   2,369 
Insurance commissions  9,193   9,410   8,256   7,235   7,220   8,189 
Escrow coordination fees  607   3,395   3,037 
Mortgage and servicing rights income        5,855 
              
Total  15,935   20,240   31,368   8,233   8,435   10,767 
Expenses                        
Interest     (49)  (5,164)
General and administrative  (4,796)  (5,874)  (22,077)  (3,119)  (3,251)  (4,489)
Other, net        6,841 
              
Operating income  11,139   14,317   10,968   5,114   5,184   6,278 
Equity in income of unconsolidated joint venture  22,697   19,219   230   7,029   14,015   17,540 
              
Pretax income $33,836  $33,536  $11,198  $   12,143  $   19,199  $   23,818 
              

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 November 30,  November 30, 
 2007 2006  2010 2009 
Assets                
Cash and cash equivalents $18,487  $15,417  $    4,029  $   3,246 
Receivables  2,655   2,911   1,607   1,395 
Investment in unconsolidated joint venture  23,140   25,296   23,777   28,748 
Other assets  110   400   30   35 
          
Total assets $44,392  $44,024  $29,443  $   33,424 
          
Liabilities                
Accounts payable and accrued expenses $17,796  $26,276  $2,620  $7,050 
          
Total liabilities $17,796  $26,276  $   2,620  $7,050 
          
 
OnAlthough KBHMC ceased originating and selling mortgage loans on September 1, 2005, the Company completed the sale of substantially all the mortgage banking assets of KBHMC to Countrywide and in a separate transaction 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 in 2005 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 replaced the mortgage banking operations of KBHMC. Countrywide KB Home Loans makes loans to many of the Company’s homebuyers. The Company and Countrywide each have a 50% ownership interest in the joint venture with Countrywide providing management oversight of the joint venture’s operations. The results of operations of the financial services segment in 2005 reflect the wind-down of KBHMC’s mortgage banking operations, which were 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.
KBHMCit may be required to repurchase an individual loan that it funded on or before August 31, 2005 and sold to an investor if the representations or warranties that it made in connection with the sale of the loan are breached, in the event of an early payment default, or if the loan does not comply with the underwriting standards or other requirements of the ultimate investor.
 
Note 4.  Receivables
 
Mortgages and notes receivable totaled $46.8$40.5 million at November 30, 20072010 and $6.8$70.7 million at November 30, 2006.2009. Mortgages and notes receivable are primarily related to land sales. Interest rates on mortgages and notes receivable ranged from 5%3% to 81/4%8% at November 30, 2007. The interest rate on2010 and from 4% to 8% at November 30, 2009. Included in mortgages and notes receivable at November 30, 2006 was 5%. Principal amounts at November 30, 2007 are due during2010 is a note receivable of $40.0 million on which the following years: 2008 — $2.8 million; 2009 — $1.7 million; 2010 — $1.9 million; 2011 — $0; 2012 — $.4 million;Company is in the process of foreclosing on the underlying real estate.
Federal and thereafter — $40.0 million. Other receivables of $248.9state income taxes receivable totaled $.8 million at November 30, 20072010 and $217.3$191.5 million at November 30, 20062009. Other receivables of $66.7 million at November 30, 2010 and $75.7 million at November 30, 2009 included federal and state income taxes receivable, amounts due from municipalities and utility companies, and escrow deposits. Other receivables were net of allowances for doubtful accounts of $76.9$31.2 million in 20072010 and $39.4$48.9 million in 2006.2009.


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Note 5.  Inventories
 
Inventories consisted of the following (in thousands):
 
                
 November 30,  November 30, 
 2007 2006  2010 2009 
Homes, lots and improvements in production $2,473,980  $3,834,969  $1,298,085  $1,091,851 
Land under development  838,440   1,916,674   398,636   409,543 
          
Total $3,312,420  $5,751,643  $1,696,721  $1,501,394 
          


59


Inventories include land and land development costs, direct construction costs, capitalized interest and real estate taxes. Land under development primarily consists of parcels on which 50% or less of estimated development costs have been incurred.
 
Interest is capitalized to inventories while the related communities are being actively developed.developed and until homes are completed. Capitalized interest is amortized in construction and land costs as the related inventories are delivered to homebuyers. The Company’s interest costs are as follows (in thousands):
 
             
  Years Ended November 30, 
  2007  2006  2005 
 
Capitalized interest at beginning of year $333,020  $255,195  $213,428 
Interest incurred  199,550   237,752   159,081 
Loss on early redemption/interest expensed  (12,990)  (16,678)  (16,343)
Interest amortized  (171,496)  (143,249)  (100,971)
             
Capitalized interest at end of year $348,084  $333,020  $255,195 
             
             
  Years Ended November 30, 
  2010  2009  2008 
 
Capitalized interest at beginning of year $291,279  $361,619  $348,084 
Capitalized interest related to consolidation of previously unconsolidated joint ventures  9,914       
Interest incurred (a)  122,230   119,602   156,402 
Interest expensed/loss on early redemption of debt (a)  (68,307)  (51,763)  (12,966)
Interest amortized to construction and land costs  (105,150)  (138,179)  (129,901)
             
Capitalized interest at end of year (b) $249,966  $291,279  $361,619 
             
(a)Amounts for the year ended November 30, 2010 include a total of $1.8 million of debt issuance costs written off in connection with the Company’s voluntary reduction of the aggregate commitment under the Credit Facility from $650.0 million to $200.0 million and the subsequent voluntary termination of the Credit Facility. Amounts for the years ended November 30, 2009 and 2008 include losses on the early redemption of debt of $1.0 million and $10.4 million, respectively.
(b)Inventory impairment charges are recognized against all inventory costs of a community, such as land, land improvements, cost of home construction and capitalized interest. Capitalized interest amounts presented in the table reflect the gross amount of capitalized interest as impairment charges recognized are not generally allocated to specific components of inventory.
 
Note 6.  Inventory Impairments and Land Option Contract Abandonments
 
The Company evaluates itsEach land parcel or community in the Company’s owned inventory for recoverability in accordance with SFAS No. 144 wheneveris assessed to determine if indicators of potential impairment exist. Impairment indicators are assessed separately for each land parcel or community on a quarterly basis and include, but are not limited to: significant decreases in sales rates, average selling prices, home delivery volume of homes delivered, gross margins on homes delivered or gross margins;projected margins on homes in backlog or future housing sales; significant increases in budgeted land development and construction costs or cancellation rates; or projected losses on expected future housingland sales. If indicators of potential impairment exist for a land parcel or land sales.community, the identified inventory is evaluated for recoverability in accordance with ASC 360. When an indicator of potential impairment is identified, the Company tests the asset for recoverability by comparing the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. The undiscounted future net cash flows are impacted by trends and factors known to the Company at the time they are calculated and the Company’s expectations related to: market supply and demand, including estimates concerning average selling prices; sales and cancellation rates; and anticipated land development, construction and overhead costs to be incurred. These estimates, trends and expectations are specific to each land parcel or community and may vary among land parcels or communities.


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A real estate asset is considered impaired when its carrying amount is greater than the undiscounted future net cash flows the asset is expected to generate. Impaired real estate assets are written down to fair value, which is primarily based on the estimated future cash flows discounted for inherent risk associated with each asset. The discount rates used in the Company’s estimated discounted cash flows ranged from 17% to 20% during 2010 and from 10% to 22% during 2009 and 2008. These discounted cash flows are impacted byby: the Company’s expectations related to market supply and demand, including its estimates concerning average selling prices; sales incentives; and sales and cancellation rates. These cash flows also reflect the Company’srisk-free rate of return; expected land development construction timelines and anticipatedrisk premium based on estimated land development, construction and overhead costsdelivery timelines; market risk from potential future price erosion; cost uncertainty due to be incurred. The Company’s estimatesdevelopment or construction cost increases; and other risks specific to the asset or conditions in the market in which the asset is located at the time the assessment is made. These factors are specific to each land parcel or community and may vary among land parcels or communities. Generally, the assumptions used reflect the Company’s expectation that the challenging conditions in the homebuilding industry will continue in 2008. Due to the judgment and assumptions applied in the estimation process, it is possible that actual results could differ from those estimated.
 
Based on the results of its evaluations, the Company recognized non-cashpretax, noncash inventory impairment charges of $1.11 billion in 2007, $228.7$9.8 million in 2006 and $26.72010, $120.8 million in 2005. The2009 and $565.9 million in 2008. As of November 30, 2010, the aggregate carrying value of inventoriesinventory that had been impacted bynon-cash pretax, noncash inventory impairment charges totaled $1.35 billion atwas $418.5 million, representing 72 communities and various other land parcels. As of November 30, 20072009, the aggregate carrying value of inventory that had been impacted by pretax, noncash inventory impairment charges was $603.9 million, representing 128 communities and $497.8 million at November 30, 2006.various other land parcels.
 
The Company’s optioned inventory is assessed to determine whether it continues to meet the Company’s internal investment and marketing standards. Assessments are made separately for each optioned parcel on a quarterly basis and are affected by, among other factors: currentand/or anticipated sales rates, average selling prices and home delivery volume; estimated land development and construction costs; and projected profitability on expected future housing or land sales. When the Company determines that it no longer plansa decision is made not to exercise certain land option contracts due to market conditionsand/or changes in marketmarketing strategy, itthe Company writes off the costs, including non-refundable deposits and pre-acquisition costs, related to the abandoned projects. TheBased on the results of its assessments, the Company recognized land option contract abandonment charges associated with land option contracts of $144.0$10.1 million in 2007, $143.92010, $47.3 million in 20062009 and $16.2$40.9 million in 2005.2008.
 
The inventoryInventory impairment charges and land option contract abandonment charges are included in construction and land costs in the Company’s consolidated statements of operations.
 
Due to the judgment and assumptions applied in the estimation process with respect to inventory impairments and land option contract abandonments, it is possible that actual results could differ substantially from those estimated.
Note 7.  Fair Value Disclosures
ASC 820 defines fair value, provides a framework for measuring the fair value of assets and liabilities under GAAP and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:
Level 1  Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2  Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.
Level 3  Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate the carrying value may not be recoverable. The following table presents the Company’s assets measured at fair value on a nonrecurring basis (in thousands):
                     
     Fair Value Measurements Using    
     Quoted
  Significant
       
     Prices in
  Other
  Significant
    
  Year Ended
  Active
  Observable
  Unobservable
    
  November 30,
  Markets
  Inputs
  Inputs
    
Description 2010 (a)  (Level 1)  (Level 2)  (Level 3)  Total Losses 
 
Long-lived assets held and used $    11,570  $     —  $     —  $    11,570  $    (9,815)
                     


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(a)Amount represents the aggregate fair values for communities where the Company recognized noncash inventory impairment charges during the period, as of the date that the fair value measurements were made. The carrying value for these communities may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.
In accordance with the provisions of ASC 360, long-lived assets held and used with a carrying amount of $21.4 million were written down to their fair value of $11.6 million during the year ended November 30, 2010, resulting in noncash inventory impairment charges of $9.8 million.
The fair values for long-lived assets held and used, determined using Level 3 inputs, were primarily based on the estimated future cash flows discounted for inherent risk associated with each asset. These discounted cash flows are impacted by: the risk-free rate of return; expected risk premium based on estimated land development, construction and delivery timelines; market risk from potential future price erosion; cost uncertainty due to development or construction cost increases; and other risks specific to the asset or conditions in the market in which the asset is located at the time the assessment is made. These factors are specific to each land parcel or community and may vary among land parcels or communities.
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, mortgages and notes receivable, senior notes, and mortgages and land contracts due to land sellers and other loans. Fair value measurements of financial instruments are determined by various market data and other valuation techniques as appropriate. When available, the Company uses quoted market prices in active markets to determine fair value. The following table presents the carrying values and estimated fair values of the Company’s financial instruments, except for those for which the carrying values approximate fair values (in thousands):
                 
  November 30,
  2010 2009
  Carrying
 Estimated
 Carrying
 Estimated
  Value Fair Value Value Fair Value
 
Financial Liabilities:                
Senior notes due 2011 at 63/8%
 $99,916  $101,500  $99,800  $100,250 
Senior notes due 2014 at 53/4%
  249,498   246,250   249,358   234,375 
Senior notes due 2015 at 57/8%
  299,068   289,500   298,875   276,000 
Senior notes due 2015 at 61/4%
  449,745   435,375   449,698   419,063 
Senior notes due 2017 at 9.1%  260,352   279,575   259,884   276,263 
Senior notes due 2018 at 71/4%
  298,893   286,500   298,787   281,250 
The fair values of the Company’s senior notes are estimated based on quoted market prices.
The carrying amounts reported for cash and cash equivalents, restricted cash, mortgages and notes receivable, and mortgages and land contracts due to land sellers and other loans approximate fair values.
Note 7.8.  Consolidation of Variable Interest Entities
 
In December 2003, FASB Interpretation No. 46(R) was issued byJune 2009, the FASB to clarifyrevised the application of Accounting 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 riskauthoritative guidance for the entity to finance its activities without additional subordinated financial support. Under 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 considered to bedetermining the primary beneficiary of a VIE. In December 2009, the FASB issued ASU2009-17, which provided amendments to ASC 810 to reflect the revised guidance. The amendments to ASC 810 replaced the quantitative-based risk and rewards calculation for determining which reporting entity, if any, has a controlling interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (i) the obligation to absorb losses of the VIE and must consolidateor (ii) the entity in itsright to receive benefits from the VIE. The amendments also require additional disclosures about a reporting entity’s involvement with VIEs. The Company adopted the amended provisions of ASC 810 effective December 1, 2009. The adoption of the amended provisions of ASC 810 did not have a material effect on the Company’s consolidated financial statements.position or results of operations.


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


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with FASB Interpretation No. 46(R) whenASC 810 to determine whether they are entered into or upon a reconsideration event.VIEs and, if so, whether the Company is the primary beneficiary. All of the Company’s joint ventures at November 30, 20072010 and 2006November 30, 2009 were determined under the provisions of ASC 810 applicable at each such date to be unconsolidated joint ventures, either because either they were not VIEs or, if they were VIEs, the Company was not the primary beneficiary of the VIEs.
 
In the ordinary course of its business, the Company enters into land option contracts, in orderor similar contracts, to procure land for the construction of homes. UnderThe use of such land option and other similar contracts generally allows the Company to reduce the market risks associated with direct land ownership and development, reduces the Company’s capital and financial commitments, including interest and other carrying costs, and minimizes the amount of the Company’s land inventories in its consolidated balance sheets. Under such contracts, the Company will fundpay 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),ASC 810, certain of the Company’s land optionthese contracts may create a variable interest for the Company, with the land seller being identified as a VIE.
 
In compliance with FASB Interpretation No. 46(R),ASC 810, the Company analyzes its land option contracts and other contractual arrangements when theysimilar contracts to determine whether the corresponding land sellers are entered into or upon a reconsideration event,VIEs and, has consolidated the fair value of certain VIEs from whichif so, whether the Company is purchasing land under option contracts.the primary beneficiary. Although the Company does not have legal title to the optioned land, FASB Interpretation No. 46(R)ASC 810 requires the Company to consolidate thea VIE if itthe Company is determined to be the primary beneficiary. As a result of its analyses, the Company determined that as of November 30, 2010 it was not the primary beneficiary of any VIEs from which it is purchasing land under land option and other similar contracts. Since adopting the amended provisions of ASC 810, in determining whether it is the primary beneficiary, the Company considers, among other things, whether it has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. The Company also considers whether it has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE.
Based on its analyses as of November 30, 2009, which were performed before the Company adopted the amended provisions of ASC 810, the Company determined that it was the primary beneficiary of certain VIEs from which it was purchasing land under land option or other similar contracts and, therefore, consolidated such VIEs. Prior to its adoption of the amended provisions of ASC 810, in determining whether it was the primary beneficiary, the Company considered, among other things, the size of its deposit relative to the contract price, the risk of obtaining land entitlement approval, the risk associated with land development required under the land option or other similar contract, and the risk of changes in the market value of the optioned land during the contract period. The consolidation of these VIEs wherein which the Company was determined to beit was the primary beneficiary increased inventories, with a corresponding increase to accrued expenses and other liabilities, on the Company’s consolidated balance sheetssheet by $19.0$21.0 million at November 30, 2007 and $215.4 million at November 30, 2006.2009. The liabilities related to the Company’s consolidation of VIEs from which it is purchasinghas arranged to purchase land under option and other similar contracts represent the difference between the purchase price of optioned land not yet purchased and the Company’s cash deposits. The Company’s cash deposits related to these land option and other similar contracts totaled $4.7$4.1 million at November 30, 2007 and $41.9 million at November 30, 2006.2009. Creditors, if any, of these VIEs have no recourse against the Company.
As of November 30, 2007, excluding consolidated VIEs,2010, the Company had cash deposits totaling $54.6$2.6 million that were associated with land option and other similar contracts that the Company determined to be unconsolidated VIEs, having an aggregate purchase price of $979.1$86.1 million, and had cash deposits totaling $12.2 million associated with land option and other similar contracts that the Company determined were not VIEs, having an aggregate purchase price of $274.3 million.
 
The Company’s exposure to loss related to its land option and other similar contracts with third parties and unconsolidated entities consisted of its non-refundable option deposits, totaling $59.3which totaled $14.8 million at November 30, 20072010 and $132.7$9.6 million at November 30, 2006.2009 and are included in inventories in the Company’s consolidated balance sheets. In addition, the Company postedhad outstanding letters of credit of $103.7$4.2 million at November 30, 20072010 and $197.6$8.7 million at November 30, 20062009 in lieu of cash deposits under certain land option or other similar contracts.
 
The Company also evaluates its land option and other similar contracts for financing arrangements in accordance with SFAS No. 49ASC 470, and, as a result of its evaluations, increased inventories, with a corresponding increase to accrued expenses and other liabilities, onin its consolidated balance sheets by $221.1$15.5 million at November 30, 20072010 and $434.2$36.1 million at November 30, 2006, as a result of its evaluations.2009.


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Note 8.9.  Investments in Unconsolidated Joint Ventures
 
The Company conducts a portion of its land acquisition, development and other homebuilding activities through participationhas investments in unconsolidated joint ventures that conduct land acquisition, developmentand/or other homebuilding activities in which the Company holds less than a controlling interest. These unconsolidated joint ventures operate in certainvarious markets where the Company’s consolidated homebuilding operations are located. Through unconsolidated 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 unconsolidated joint ventures also, in some instances, enables the Company to acquire land which it may not otherwise obtain or access on as favorable terms without the participation of a strategic partner. The Company’s partners in these unconsolidated joint ventures are unrelated homebuilders, and/or land developers and other real estate entities, or other commercial enterprises. The unconsolidated joint ventures follow U.S. generally accepted accounting principles. The Company shares in profits and losses ofentered into these unconsolidated joint ventures generally in accordance withprevious years to reduce or share market and development risks and increase the number of its ownership interests.owned and controlled homesites. In some instances, participating in unconsolidated joint ventures has enabled the Company to acquire and develop land that it might not otherwise have had access to due to a project’s size, financing needs, duration of development or other circumstances. While the Company has viewed its participation in unconsolidated joint ventures as beneficial to its homebuilding activities, it does not view such participation as essential and has unwound its participation in a number of unconsolidated joint ventures in the past few years.
 
The Companyand/or its unconsolidated joint venture partners sometimes obtain certain optionstypically have obtained or enterentered into other arrangements to have the right to purchase portions of the land held by certain of the unconsolidated joint ventures. These land option prices are generally negotiated prices that approximate fair value. The Company does not include in its income from unconsolidated joint ventures its pro rata share ofWhen an unconsolidated joint venture earnings resulting fromsells land sales to itsthe Company’s homebuilding operations. Theoperations, the Company defers recognition of its share of such unconsolidated joint venture earnings until a home sale is closed and title passes to a homebuyer, at which time the Company accounts for those earnings as a reduction of the cost of purchasing the


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land from the unconsolidated joint ventures. Combinedventure.
The Company and its unconsolidated joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures, typically on a pro rata basis. The obligations to make capital contributions are governed by each unconsolidated joint venture’s respective operating agreement and related documents.
Each unconsolidated joint venture is obligated to maintain financial statements in accordance with GAAP. The Company shares in profits and losses of these unconsolidated joint ventures generally in accordance with its respective equity interests. In some instances, the Company recognizes profits and losses that differ from its pro rata share of profits and losses recognized by an unconsolidated joint venture. Such differences may arise from impairments recognized by the Company related to its investment in an unconsolidated joint venture which differ from the recognition of impairments by the unconsolidated joint venture; differences between the Company’s basis in assets transferred to an unconsolidated joint venture and the unconsolidated joint venture’s basis in those assets; the deferral of unconsolidated joint venture profits from land sales to the Company; or other items.
The following table presents information from the combined condensed statementstatements of operations information concerningof the Company’s unconsolidated joint venture activities followsventures (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2007 2006 2005  2010 2009 2008 
Revenues $662,705  $167,536  $212,270  $122,200  $60,790  $112,767 
Construction and land costs  (670,133)  (189,507)  (172,002)  (120,010)  (117,255)  (458,168)
Other expenses, net  (44,126)  (26,598)  (5,548)  (19,362)  (46,432)  (38,170)
              
Income (loss) $(51,554) $(48,569) $34,720 
Loss $(17,172) $(102,897) $ (383,571)
              
 
TheWith respect to the Company’s investment in unconsolidated joint ventures, its equity in loss of unconsolidated joint ventures reflects non-cashincluded pretax, noncash impairment charges of $156.4$38.5 million in 2007, including $123.42009 and $141.9 million of valuation adjustments relatedin 2008. There were no such impairment charges in 2010. Due to the judgment and assumptions applied in the estimation process with respect to joint venture impairments, it is possible that actual results could differ substantially from those estimated.


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The following table presents combined condensed balance sheet information for the Company’s unconsolidated joint ventures (in thousands):
         
  November 30, 
  2010  2009 
 
Assets        
Cash $14,947  $12,816 
Receivables  147,025   142,639 
Inventories  575,632   709,130 
Other assets  51,755   56,939 
         
Total assets $789,359  $921,524 
         
Liabilities and equity        
Accounts payable and other liabilities $113,478  $139,626 
Mortgages and notes payable  327,856   469,079 
Equity  348,025   312,819 
         
Total liabilities and equity $789,359  $921,524 
         
The following tables present information relating to the Company’s investments in certain unconsolidated joint ventures. In 2006,ventures and the Company’s equity in lossoutstanding debt of unconsolidated joint ventures includednon-cash impairment chargesas of $58.6 million associatedthe dates specified, categorized by the nature of the Company’s potential responsibility under a guaranty, if any, for such debt (dollars in thousands):
         
  November 30, 
  2010  2009 
 
Number of investments in unconsolidated joint ventures:        
With limited recourse debt (a)     2 
With non-recourse debt (b)     2 
South Edge  1   1 
Other (c)  9   8 
         
Total  10   13 
         
Investments in unconsolidated joint ventures:        
With limited recourse debt $  $1,277 
With non-recourse debt     9,983 
South Edge  55,269   55,502 
Other  50,314   52,906 
         
Total $105,583  $119,668 
         
Outstanding debt of unconsolidated joint ventures:        
With limited recourse debt $  $11,198 
With non-recourse debt     130,025 
South Edge  327,856   327,856 
         
Total (d) $327,856  $469,079 
         
(a)This category consists of unconsolidated joint ventures as to which the Company has entered into a loan-to-value maintenance guaranty with respect to a portion of each such unconsolidated joint venture’s outstanding secured debt.
(b)This category consists of unconsolidated joint ventures as to which the Company does not have a guaranty or any other obligation to repay or to support the value of the collateral (which collateral includes any letters of credit) underlying such unconsolidated joint ventures’ respective outstanding secured debt.


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(c)This category consists of unconsolidated joint ventures with no outstanding debt.
(d)The “Total” amounts represent the aggregate outstanding principal balance of the debt of the unconsolidated joint ventures in which the Company participates. The amounts do not represent the Company’s potential responsibility for such debt, if any.
In most cases, the Company may have also entered into a completion guaranty and/or a carve-out guaranty with certainthe lenders for the unconsolidated joint ventures and a gain of $27.6 million related to the sale of the Company’s ownership interest in an unconsolidated joint venture.
Combined condensed balance sheet information concerning the Company’s unconsolidated joint venture activities follows (in thousands):
         
  November 30, 
  2007  2006 
 
Assets        
Cash $51,249  $61,745 
Receivables  234,265   6,704 
Inventories  2,209,907   2,305,423 
Other assets  15,513   23,100 
         
Total assets $2,510,934  $2,396,972 
         
Liabilities and equity        
Accounts payable and other liabilities $68,217  $55,144 
Mortgages and notes payable  1,540,931   1,450,369 
Equity  901,786   891,459 
         
Total liabilities and equity $2,510,934  $2,396,972 
         
with outstanding debt as further described below.
 
The unconsolidated joint ventures financehave financed land and inventory investments through a variety of borrowing arrangements. To finance their respective land acquisition and development activities, certain of the Company’s unconsolidated joint ventures have obtained loans from third-party lenders that are secured by the underlying property and related project assets. The Company’s unconsolidated joint ventures had outstanding debt, substantially all of which was secured, of approximately $327.9 million at November 30, 2010 and $469.1 million at November 30, 2009. South Edge accounted for all or most of these outstanding debt amounts.
In certain instances, the Company provides varying levelsand/or its partner(s) in an unconsolidated joint venture have provided completionand/or carve-out guaranties. A completion guaranty refers to the physical completion of improvements for a projectand/or the obligation to contribute equity to an unconsolidated joint venture to enable it to fund its completion obligations. The Company’s potential responsibility under its completion guarantees, if triggered, is highly dependent on the debtfacts of a particular case. A carve-out guaranty generally refers to the payment of (i) losses a lender suffers due to certain bad acts or omissions by an unconsolidated joint ventures.venture or its partners, such as fraud or misappropriation, or due to environmental liabilities arising with respect to the relevant project, or (ii) outstanding principal and interest and certain other amounts owed to lenders upon the filing by an unconsolidated joint venture of a voluntary bankruptcy petition or, in certain circumstances, the filing of an involuntary bankruptcy petition.
In addition to the above-described guarantees, the Company has also provided a Springing Repayment Guaranty to the lenders to South Edge. The Springing Repayment Guaranty and certain legal proceedings regarding South Edge are discussed further below in Note 15. Legal Matters. The lenders to one of the Company’s other unconsolidated joint ventures have filed a lawsuit against some of the unconsolidated joint venture’s members and certain of those members’ parent companies seeking to recover damages under completion guarantees, among other claims(Wachovia Bank, N.A. v. Focus Kyle Group LLC, et al. U.S. District Court, Southern District of New York (CaseNo. 08-cv-8681 (LTS)(GWG))). The Company and the other parent companies, together with the members, are defending the lawsuit.
 
Note 9.10.  Goodwill
 
The Company has historically tested goodwill for potential impairment annually as of November 30 and between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. During the third quarter of 2007,2008, the Company determined that it was necessary to evaluate goodwill for impairment in accordance with SFAS No. 142between annual tests due to the deteriorating conditions in certain housing markets and the significant inventory impairments the Company identified and recognized during the quarter in accordance with SFAS No. 144, and the decline in the market price of the Company’s common stock to a level below its per share book value. that year.
Based on the results of its evaluation,goodwill impairment evaluations performed in 2008, the Company recorded an impairment chargedetermined that all of $107.9 million in the third quarter of 2007 related to its Southwest reporting segment, where the goodwill previously recorded was determinedimpaired. As a result, the Company recorded goodwill impairment charges of $24.6 million related to be impaired. The charge wasits Central reporting segment and $43.4 million related to its Southeast reporting segment during 2008. These charges were recorded at the Company’s corporate level sincebecause all goodwill iswas carried at that level. The annual impairment test performed by the Company had no goodwill balance as of November 30, 2007 indicated no additional impairments. The impairment test performed by the Company as of2010, November 30, 2006 indicated no goodwill impairment.
The Company’s goodwill evaluations utilized discounted cash flow analyses and market multiple analyses of historical and forecasted operating results of its reporting units. Inherent in the Company’s fair value determinations are certain judgments and estimates relating to future cash flows, current economic indicators and market valuations, and the Company’s strategic operational plans. A change in such assumptions may cause a change in the results of the analyses performed. In addition, to the extent significant changes occur in market conditions, overall economic conditions2009 or theNovember 30, 2008.


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Company’s strategic operational plans, it is possible that goodwill not currently impaired may become impaired in the future.
Note 11.  Other Assets
 
The changes inOther assets consisted of the carrying amount of goodwill are as followsfollowing (in thousands):
 
         
  Years Ended November 30, 
  2007  2006 
 
Balance at beginning of year $177,333  $182,062 
Impairments  (107,926)   
Other  (1,437)  (4,729)
         
Balance at end of year $67,970  $177,333 
         
         
  November 30, 
  2010  2009 
 
Operating properties, net $71,938  $  72,548 
Cash surrender value of insurance contracts  59,103   54,595 
Property and equipment, net  9,596   12,465 
Debt issuance costs  5,254   6,334 
Prepaid expenses  3,033   7,472 
Deferred tax assets  1,152   1,152 
         
Total $  150,076  $  154,566 
         
 
Note 12.  Accrued Expenses and Other Liabilities
The Company’s goodwill balance at November 30, 2007 was comprised of $24.6 million
Accrued expenses and $43.4 million related to the Central and Southeast segments, respectively. At November 30, 2006, goodwillother liabilities consisted of $107.9 million, $25.0 million and $44.4 million related to the Southwest, Central and Southeast segments, respectively.following (in thousands):
 
         
  November 30, 
  2010  2009 
 
Construction defect and other litigation liabilities $124,853  $121,781 
Warranty liability  93,988   135,749 
Employee compensation and related benefits  76,477   88,385 
Accrued interest payable  42,963   46,302 
Liabilities related to inventory not owned  15,549   57,150 
Real estate and business taxes  8,220   12,516 
Other  104,455   98,485 
         
Total $  466,505  $  560,368 
         
Note 10.13.  Mortgages and Notes Payable
 
Mortgages and notes payable consisted of the following (in thousands, interest rates are as of November 30):
 
                
 November 30,  November 30, 
 2007 2006  2010 2009 
Mortgages and land contracts due to land sellers and other loans (4% to 10% in 2007 and 5% to 8% in 2006) $19,140  $129,121 
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%
  298,273   297,569 
Senior subordinated notes due 2011 at 91/2%
     250,000 
Mortgages and land contracts due to land sellers and other loans (3% to 7% in 2010 and 2% to 8% in 2009) $118,057  $163,968 
Senior notes due 2011 at 63/8%
  348,549   348,213   99,916   99,800 
Senior notes due 2014 at 53/4%
  249,102   248,984   249,498   249,358 
Senior notes due 2015 at 57/8%
  298,521   298,362   299,068   298,875 
Senior notes due 2015 at 61/4%
  449,612   449,573   449,745   449,698 
Senior notes due 2017 at 9.1%  260,352   259,884 
Senior notes due 2018 at 71/4%
  298,597   298,512   298,893   298,787 
          
Total $2,161,794  $2,920,334  $1,775,529  $1,820,370 
          
 
TheAt November 30, 2009, the Company entered intomaintained the five-year Credit Facility with a consortiumsyndicate of lenders onthat was scheduled to mature in November 22, 2005. Interest on the Credit Facility is payable monthly at the London Interbank Offered Rate plus an applicable spread on amounts borrowed. At November 30, 2007 and 2006,2010. As the Company had no borrowingsdid not anticipate borrowing under the Credit Facility before its scheduled maturity and there were $296.8 million and $464.2 million, respectively, in letters of credit outstanding.
On August 17, 2007,to trim the costs associated with maintaining the Credit Facility, effective December 28, 2009, the Company entered intovoluntarily reduced the Revolver Amendment to the Credit Facility. The Revolver Amendment allows for a reduction of the Coverage Ratio otherwise requiredaggregate commitment under the Credit Facility from $650.0 million to $200.0 million, and effective March 31, 2010, the Company voluntarily terminated the Credit Facility.


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With the Credit Facility’s termination, the Company proceeded to enter into the LOC Facilities to obtain letters of credit in the ordinary course of operating its business. As of November 30, 2010, $87.5 million of letters of credit were outstanding under the LOC Facilities. The LOC Facilities require the Company to deposit and maintain cash with the issuing financial institutions as collateral for its letters of credit outstanding. As of November 30, 2010, the amount of cash maintained for the Reduction Period. The Coverage Ratio is the ratio ofLOC Facilities totaled $88.7 million and was included in restricted cash on the Company’s consolidated EBITDA to consolidated interest expense (as defined underbalance sheet as of that date. In 2011, the Credit Facility). DuringCompany may maintain or enter into additional or expanded facilities with the Reduction Period,same or other financial institutions.
In connection with the interest rates applied to borrowings and the unused line fee undertermination of the Credit Facility, the Released Subsidiaries were released and discharged from guaranteeing any obligations with respect to the maximum ratioCompany’s senior notes. Each of the Released Subsidiaries is not a “significant subsidiary,” as defined underRule 1-02(w) ofRegulation S-X, and does not guarantee any other indebtedness of the Company. Each Released Subsidiary may be required to again provide a guarantee with respect to the Company’s consolidated totalsenior notes if it becomes a “significant subsidiary.” The Guarantor Subsidiaries continue to provide a guarantee with respect to the Company’s senior notes.
The indenture governing the Company’s senior notes does not contain any financial maintenance covenants. Subject to specified exceptions, the indenture contains certain restrictive covenants that, among other things, limit the Company’s ability to incur secured indebtedness, or engage in sale-leaseback transactions involving property or assets above a certain specified value. The terms governing the Company’s $265 Million Senior Notes contain certain limitations related to consolidated tangible net worth, are subject to adjustment. The Revolver Amendment also permitsmergers, consolidations, and sales of assets.
As of November 30, 2010, the Company was in compliance with the applicable terms of all of its covenants under the Company’s senior notes, the indenture, and mortgages and land contracts due to eliminate any minimum Coverage Ratio requirement during the Reduction Period, for a period of upland sellers and other loans. The Company’s ability to four quarters, if certain financial criteria are met, and makes certain permanent amendmentssecure future debt financing may depend in part on its ability to certain other provisions of the Credit Facility. Consenting lenders to the Revolver Amendment received a feeremain in connection with this amendment.such compliance.
 
In 2007,On July 14, 2008, the Company completed the early redemption of $650.0 million of debt. On July 27, 2007, the Company redeemed all $250.0 million of its 91/2% senior subordinated notes due in 2011$300 Million Senior Subordinated Notes at a price of 103.167%101.938% of the principal amount of the notes, plus accrued interest to the date of redemption. On July 31, 2007, the Company repaid in full the $400 Million Term Loan, together with accrued interest to the date of repayment. The $400 Million Term Loan was


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scheduled to mature on April 11, 2011. The Company incurred a loss of $13.0$7.1 million associated within 2008 related to the early extinguishmentredemption of debt, primarily due toas a result of the call premium on the senior subordinated notes and the write-offunamortized original issue discount. This loss is included in interest expense, net of unamortizedamounts capitalized/loss on early redemption of debt issuance costs.
The weighted average annual interest rate on aggregate unsecured borrowings, excludingin the senior subordinated and senior notes, was 61/8% at November 30, 2006. The Company had no unsecured borrowings, excluding the senior subordinated and senior notes, at November 30, 2007.consolidated statements of operations.
 
On December 14, 2001, pursuant to its universal shelf registration statementOctober 17, 2008, the Company filed the 2008 Shelf Registration with the SEC, on December 5, 1997 (the “1997registering debt and equity securities that it may issue from time to time in amounts to be determined. The Company’s previously effective 2004 Shelf Registration”),Registration was subsumed within the 2008 Shelf Registration. On July 30, 2009, the Company issued $200.0 million of 85/8% senior subordinated notes at 100% of the principal amount of$265 Million Senior Notes under 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.Shelf Registration. The Company used $175.0 million of the net proceeds from the issuance of the notes to redeem all ofhas not issued any other securities under its then-outstanding $175.0 million 93/8% senior subordinated notes, which were due in 2003. The remaining net proceeds were used for general corporate purposes.2008 Shelf Registration.
 
Pursuant to its universal shelf registration statement filed with the SEC on October 15, 2001 (as subsequently amended, the “2001 Shelf Registration”), on January 27, 2003,On June 30, 2004, 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, the “$300$350 Million Senior Subordinated Notes”). The $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 were redeemable at the option of the Company at 103.875% of their principal amount beginning February 1, 2007 and are redeemable thereafter at prices declining annually to 100% on and after February 1, 2009. The Company used $129.0 million of the net proceeds from the issuance of the notes to redeem all of its then-outstanding $125.0 million 95/8% senior subordinated notes, which were due in 2006.
The Company issued $350.0 million of 63/8% senior notes due 2011 (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,$350 Million Senior Notes, which are due August 15, 2011, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $350 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to 100% of their principal amount, plus a premium, plus accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by certain of the Company’s subsidiaries (“Guarantor Subsidiaries”) 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$350 Million Senior Notes are registered under the Securities Act of 1933. The $350 Million Senior Notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.
On July 30, 2009, the Company purchased $250.0 million in aggregate principal amount of its $350 Million Senior Notes pursuant to a tender offer simultaneous with the issuance of the $265 Million Senior Notes. The total consideration paid to purchase the notes was $252.5 million. The Company incurred a loss of $3.7 million in the third quarter of 2009 related to the early redemption of debt due to the tender offer premium and the unamortized original issue discount. This loss, which is included in interest expense, net of amounts capitalized/loss on early redemption of debt in the consolidated statements of operations, was partly offset by a gain of $2.7 million on the early extinguishment of mortgages and land contracts due to land sellers and other loans.
 
On January 28, 2004, the Company issued $250.0 million of 53/4% senior notes due 2014 (the “$250 Million Senior Notes”) at 99.474% of the principal amount of the notes in a private placement. The notes,$250 Million Senior Notes, which are


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due February 1, 2014, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $250 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to 100% of their principal amount, plus a premium, plus accrued and unpaid interest to the applicable redemption date. 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 $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$250 Million Senior Notes are registered under the Securities Act of 1933. The $250 Million Senior Notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.
 
On 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 $1.50 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.


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On December 15, 2004, pursuant to the 2004 Shelf Registration, the Company issued the $300$300.0 million of 57/8% senior notes due 2015 (the “$300 Million 57/8% Senior NotesNotes”) at 99.357% of the principal amount of the notes. The $300 Million 57/8% Senior Notes, which are due January 15, 2015, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $300 Million 57/8% Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis. The Company used all of the net proceeds from the issuance of the $300 Million 57/8% Senior Notes to pay down bank borrowings.
 
PursuantOn June 2, 2005, pursuant to the 2004 Shelf Registration, on June 2, 2005, the Company issued the $450$450.0 million of 61/4% senior notes due 2015 (the “$450 Million Senior NotesNotes”) at 100.614% of the principal amount of the notes plus accrued interest from June 2, 2005. The $450 Million Senior Notes, which are due June 15, 2015, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $450 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of 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.
 
On April 3, 2006,July 30, 2009, pursuant to the 20042008 Shelf Registration, the Company issued the $300$265 Million 71/4% Senior Notes.Notes at 98.014% of the principal amount of the notes. The notes,$265 Million Senior Notes, which are due Juneon September 15, 20182017, with interest payable semi-annually,semiannually, represent senior unsecured obligations of the Company, and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtednessindebtedness. The $265 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. If a change in control occurs as defined in the indenture, the Company would be required to purchase these notes at 101% of their principal amount, together with all accrued and unpaid interest, if any. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis. The Company used substantially all of the net proceeds from the issuance of the $265 Million Senior Notes to purchase, pursuant to a simultaneous tender offer, $250.0 million in aggregate principal amount of the $350 Million Senior Notes.
On April 3, 2006, pursuant to the 2004 Shelf Registration, the Company issued $300.0 million of 71/4% senior notes due 2018 (the “$300 Million 71/4% Senior Notes”) at 99.486% of the principal amount of the notes. The $300 Million 71/4% Senior Notes, which are due June 15, 2018 with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $300 Million 71/4% Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The Company used all ofnotes are unconditionally guaranteed jointly and severally by the proceeds from the $300 Million 71/4% Senior Notes to repay borrowings under its Credit Facility. At November 30, 2007, $450.0 million of capacity remained available under the 2004 Shelf Registration.
TheGuarantor Subsidiaries on a senior and senior subordinated 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 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 Credit Facility, senior subordinated and senior notes, $283.2 million was available for payment of cash dividends or stock repurchases at November 30, 2007.
The non-cash charges associated with inventory and joint venture impairments, land option contract abandonments, goodwill impairment and the valuation allowance on deferred tax assets in 2007 negatively affected the Company’s ability to comply at November 30, 2007 with a covenant in the Credit Facility that requires the Company to maintain a certain consolidated tangible net worth. As a result, on January 7, 2008, the Company obtained a waiver of compliance under this covenant. To address its covenant compliance for future periods, the Company entered into a fourth amendment to its Credit Facility on January 25, 2008 that amended the minimum consolidated tangible net worth the Company is required to maintain.unsecured basis.
 
Principal payments on senior subordinated and senior notes, mortgages and land contracts due to land sellers and other loans are due as follows: 2008 — $1.9 million; 2009 — $200.4 million; 2010 — $315.1 million; 2011 — $348.5$204.3 million; 2012 — $13.7 million; 2013 — $0; 2014 — $249.5 million; 2015 — $748.8 million; and thereafter — $1.30 billion.$559.2 million.


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Assets (primarily inventories) having a carrying value of approximately $48.0$161.9 million as of November 30, 20072010 are pledged to collateralize mortgages and land contracts due to land sellers and other secured loans.


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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 required in interpreting market data to develop 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, 
  2007  2006 
     Estimated Fair
     Estimated Fair
 
  Carrying Value  Value  Carrying Value  Value 
 
Financial liabilities                
85/8% Senior subordinated notes
 $200,000  $194,750  $200,000  $208,500 
73/4% Senior subordinated notes
  298,273   277,394   297,569   302,776 
91/2% Senior subordinated notes
        250,000   258,658 
63/8% Senior notes
  348,549   319,358   348,213   342,398 
53/4% Senior notes
  249,102   216,096   248,984   229,573 
57/8% Senior notes
  298,521   256,728   298,362   274,493 
61/4% Senior notes
  449,612   388,352   449,573   426,532 
71/4% Senior notes
  298,597   268,364   298,512   298,906 
The Company used the following methods and assumptions in estimating fair values:
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 and the $400 Million Term Loan approximate fair values.
Note 12.14.  Commitments and Contingencies
 
Commitments and contingencies include the usual obligations of homebuilders for the completion of contracts and those incurred in the ordinary course of business.
 
Warranty.The Company provides a limited warranty on all of its homes. The specific terms and conditions of warranties vary depending upon the market in which the Company does business. The Company generally provides a structural warranty of 10 years, a warranty on electrical, heating, cooling, plumbing and other building systems each varying from two to five years based on geographic market and state law, and a warranty of one year for other components of the home such as appliances.home. The Company estimates the costs that may be incurred under each limited warranty and records a liability in the amount of such costs at the time the revenue associated with the sale of each home is recognized. Factors that affect the Company’s warranty liability include the number of homes delivered, historical and anticipated rates of warranty claims, and cost per claim. The Company’s primary assumption in estimating the amounts it accrues for warranty costs is that historical claims experience is a strong indicator of future claims experience. The Company periodically assesses the adequacy of its recorded warranty liabilities, which are included in accrued expenses and other liabilities in the consolidated balance sheets, and adjusts the amounts as necessary.necessary based on its assessment.
 
The changes in the Company’s warranty liability are as follows (in thousands):
 
                    
 Years Ended November 30,  Years Ended November 30, 
 2007 2006  2010 2009 2008 
Balance at beginning of year $141,060  $122,503  $135,749  $145,369  $151,525 
Warranties issued  40,380   78,527   5,173   6,846   17,169 
Payments and adjustments  (38,282)  (59,970)
Payments  (44,973)  (24,690)  (29,682)
Adjustments  (1,961)  8,224   6,357 
            
Balance at end of year $143,158  $141,060  $93,988  $135,749  $145,369 
            
 
The Company’s warranty liability at November 30, 2010 included $11.3 million associated with approximately 296 homes that have been identified as containing or suspected of containing allegedly defective drywall manufactured in China. These homes, which have repairs remaining to be completedand/or repair costs remaining to be paid, were primarily delivered in 2006 and 2007 and are located in Florida. The Company believes that its overall warranty liability at November 30, 2010 is sufficient with respect to its general limited warranty obligations and the estimated costs remaining to repair the identified homes affected by the allegedly defective drywall. The Company is continuing to review whether there are any additional homes delivered in Florida or other locations that contain or may contain this drywall material. Depending on the outcome of its review and its actual claims experience, the Company may incur additional warranty-related costs and increase its warranty liability in future periods. The amount accrued to repair these homes is based largely on the Company’s estimates of future costs. If the actual costs to repair these homes differ from the estimated costs, the Company may revise its warranty estimate for this issue. The Company’s warranty liability at November 30, 2009 included $14.4 million of estimated remaining costs associated with approximately 230 homes that were identified as containing or suspected of containing allegedly defective drywall manufactured in China. In addition, for the year ended November 30, 2009, the Company incurred a charge of $5.7 million associated with the repair of allegedly defective drywall. During the years ended November 30, 2010 and 2009, the Company made payments totaling $25.5 million and $1.3 million, respectively, for the repair of homes that had been identified as containing or suspected of containing allegedly defective drywall manufactured in China.
The Company has been named as a defendant in nine lawsuits relating to this drywall material, and it may in the future be subject to other similar litigation or claims that could cause the Company to incur significant costs. Given the preliminary stages of the proceedings, the Company has not concluded whether the outcome of any of these lawsuits, if unfavorable, is likely to be material to its consolidated financial position or results of operations.
The Company intends to seek and is undertaking efforts, including legal proceedings, to obtain reimbursement from various sources for the costs it has incurred or expects to incur to investigate and complete repairs and to defend itself in litigation associated with this drywall material. At this early stage of its efforts to investigate and complete repairs and to respond to litigation, however, the Company has not recorded any amounts for potential recoveries as of November 30, 2010.


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Guarantees.In the normal course of its business, the Company issues certain representations, warranties and guarantees related to its home sales and land sales that may be affected by FASB InterpretationAccounting Standards Codification Topic No. 45 “Guarantor’s Accounting and Disclosure


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Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.460, “Guarantees.” Based on historical evidence, the Company does not believe any of these representations, warranties or guarantees would result in a material effect on its consolidated financial position or results of operations.
 
Insurance.The Company has, and requires the majority of its subcontractors to have,maintain, general liability insurance (including construction defect and bodily injury coverage) and workersworkers’ compensation insurance. These insurance policies protect the Company against a portion of its risk of loss from claims related to its homebuilding activities, subject to certain self-insured retentions, deductibles and other coverage limits. The Company records expensesIn Arizona, California, Colorado and liabilities for self-insured and deductible amounts, basedNevada, the Company’s general liability insurance takes the form of a wrap-up policy, where eligible subcontractors are enrolled as insureds on an analysis of its historical claims, which includes an estimate of claims incurred but not yet reported.each project. The Company self-insures a portion of its overall risk through the use of a captive insurance subsidiary. The Company records expenses and liabilities based on the estimated costs required to cover its self-insured retention and deductible amounts under its insurance policies, and on the estimated costs of potential claims and claim adjustment expenses above its coverage limits or that are not covered by its policies. These estimated costs are based on an analysis of the Company’s historical claims and include an estimate of construction defect claims incurred but not yet reported. The Company’s estimated liabilities for such items were $95.6$95.7 million at November 30, 20072010 and $85.8$107.0 million at November 30, 2006, and2009. These amounts are included in the consolidated balance sheets as accrued expenses and other liabilities.liabilities in the Company’s consolidated balance sheets. The Company’s expenses associated with self-insurance totaled $7.4 million in 2010, $9.8 million in 2009 and $10.1 million in 2008.
 
Performance Bonds and Letters of Credit.The Company is often required to obtain performance bonds and letters of credit in support of its obligations to various municipalities and other government agencies in connection with subdivisioncommunity improvements such as roads, sewers and water.water, and to support similar development activities by certain of its unconsolidated joint ventures. At November 30, 2007,2010, the Company had approximately $1.08 billion$414.3 million of performance bonds and $296.8$87.5 million of letters of credit outstanding. At November 30, 2006,2009, the Company had approximately $1.24 billion$539.7 million of performance bonds and $464.2$175.0 million of letters of credit outstanding. In the eventIf any such performance bonds or letters of credit are called, the Company would be obligated to reimburse the issuer of the performance bond or letter of credit. However, theThe Company does not believe that a material amount of any currently outstanding performance bonds or letters of credit will be called.
Borrowings outstanding and Performance bonds do not have stated expiration dates. Rather, the Company is released from the performance bonds as the underlying performance is completed. The expiration dates of some letters of credit issued underin connection with community improvements coincide with the Credit Facilityexpected completion dates of the related projects or obligations. Most letters of credit, however, are guaranteed byissued with an initial term of one year and are typically extended on a year-to-year basis until the Guarantor Subsidiaries.related performance obligation is completed.
 
Land Option Contracts.In the ordinary course of business, the Company enters into land option contracts, or similar contracts, to procure land for the construction of homes. At November 30, 2007,2010, the Company had total deposits of $163.0$19.0 million, comprised of cash deposits of $59.3$14.8 million and letters of credit of $103.7$4.2 million, to purchase land with a total remaininghaving an aggregate purchase price of $998.1$360.4 million. The Company’s land option and other similar contracts generally do not contain provisions requiring itsthe Company’s specific performance.
 
The Company conducts a portion of its land acquisition, development and other residential activities through unconsolidated joint ventures. These unconsolidated joint ventures had outstanding secured construction debt of approximately $1.54 billion at November 30, 2007 and $1.45 billion at November 30, 2006. In certain instances, the Company provides varying levels of guarantees on the debt of unconsolidated joint ventures. When the Company provides a guarantee, the unconsolidated joint venture generally receives more favorable terms from lenders than would otherwise be available to it. At November 30, 2007, the Company had payment guarantees related to the third-party debt of two of its unconsolidated joint ventures. One of these unconsolidated joint ventures had aggregate third-party debt of $320.4 million at November 30, 2007, 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 $155.2 million. The other unconsolidated joint venture had total third-party debt of $6.2 million at November 30, 2007, of which each of the joint venture partners guaranteed its pro rata share. The Company’s share of this payment guarantee was 50% or $3.1 million. The Company’s pro rata share of limited maintenance guarantees of unconsolidated entity debt totaled $103.8 million at November 30, 2007. 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 affected unconsolidated joint venture.
Leases.The Company leases certain property and equipment under noncancelable operating leases. Office and equipment leases are typically for terms of three to five years and generally provide renewal options for terms up to an additional five years. In most cases, the Company expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases. The future minimum rental payments under operating leases, which primarily consist of office leases having initial or remaining noncancelable lease terms in excess of one year, are as follows: 2008 — $21.9 million; 2009 — $19.8 million; 2010 — $14.9 million; 2011 — $8.5$9.4 million; 2012 — $6.2$8.4 million; 2013 — $6.9 million; 2014 — $4.8 million; 2015 — $2.2 million; and thereafter — $8.3 million.$0. Rental expense on these operating leases was $21.7$8.5 million in 2007, $22.82010, $10.3 million in 20062009 and $18.7$17.3 million in 2005.


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On November 12, 2006, the Company entered into a Tolling Agreement with its former Chairman and Chief Executive Officer in connection with the termination of his service with the Company. The Company and its former Chairman and Chief Executive Officer reserved all rights under his 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 him 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 him 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 Chairman and Chief Executive Officer has made an admission as to the characterization of his termination of service, including whether such termination constituted a “retirement” or other form of termination. This characterization can be expected to affect his 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.2008.
 
Note 13.15.  Legal Matters
 
DerivativeSouth Edge, LLC Litigation.  On July 10, 2006,December 9, 2010, certain lenders to South Edge filed 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. On January 22, 2007, the Court entered an order, pursuant to an agreement among the parties and the Company, 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. Pursuant to further stipulated orders, these terms remain in effect and are now scheduled to expire on February 1, 2008, unless otherwise agreed in writing. The plaintiffs have 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. The parties may extend the agreement that options will not be exercised by the Company’s former Chairman and Chief Executive Officer beyond the current February 1, 2008 expiration date.
On August 16, 2006, a shareholder derivative lawsuit,Redfield v. Karatz, et al., was filedChapter 11 involuntary bankruptcy petition in the United States DistrictBankruptcy Court, for the Central District of California. On August 31, 2006,Nevada,JPMorgan Chase Bank, N.A. v. South Edge, LLC (CaseNo. 10-32968-bam). KB HOME Nevada Inc., the Company’s wholly-owned subsidiary, is a virtually identical shareholder derivative lawsuit,Staehr v. Karatz, et al., was also filedmember of South Edge together with other unrelated homebuilders and a third-party property development firm. KB HOME Nevada Inc. holds a 48.5% interest in South Edge. The involuntary bankruptcy petition alleges that South Edge failed to undertake certain development-related activities and to repay amounts due on the United States District Court forLoans. At November 30, 2010, the Central District of California. These actions, which ostensibly are brought on behalfoutstanding principal balance of the Company, allege, among other things, that defendants (variousLoans was approximately $328.0 million. The Loans were used by South Edge to partially finance the purchase and development 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 January 9, 2007, plaintiffs filedunderlying property for a consolidated complaint. All defendants filed motions to dismiss the complaint on April 2, 2007. Subsequently, plaintiffs filed a motion for partial summary judgment against certain of the defendants. Pursuant to stipulated orders, the motions to dismiss and the motion for partial summary judgment have been taken off calendar to permit the parties to explore settlement via mediation. The latest order provides that unless otherwise agreed to by the parties or ordered by the court, the motions shall be back on calendar as of late March 2008. Discovery has not commenced. At this time, the Company has not concluded whether any potential outcome of the derivative litigation is likely to be material to its consolidated financial position or results of operations.
Government Investigations.  In August 2006, the Company announced that it had received an informal inquiry from the SEC relating to its stock option grant practices. In January 2007, the Company was informed that the SEC is conducting a formal investigation of this matter. The DOJ is also looking into these practices but has informed the Company that it is not a target of this investigation. The Company has cooperated with these government agencies andresidential community located near Las


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intends
Vegas, Nevada. The petitioning lenders for the involuntary bankruptcy — JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Crédit Agricole Corporate and Investment Bank — also filed motions to appoint a Chapter 11 trustee for South Edge, and have asserted that, among other actions, the trustee can enforce alleged obligations of the South Edge members to purchase land parcels from South Edge resulting in repayment of the Loans. On January 6, 2011, South Edge filed a motion for the court to dismiss or to abstain from the involuntary bankruptcy petition, and the court scheduled a trial that commenced on January 24, 2011 and is planned to continue until no later than February 4, 2011. The exact timing of the court’s decision on the motion is uncertain.
The Company, KB HOME Nevada Inc., and the other South Edge members and their respective parent companies each provided certain guaranties to do so. At this time,the lenders in connection with the Loans, including the Springing Repayment Guaranty. If the Company’s Springing Repayment Guaranty were enforced, its maximum potential responsibility at November 30, 2010 would have been approximately $180.0 million in aggregate principal amount, plus a potentially significant amount for accrued and unpaid interest and attorneys’ fees in respect of the Loans. This potential Springing Repayment Guaranty obligation, however, does not account for any offsets or defenses that could be available to the Company to prevent or minimize the impact of its enforcement, or any reduction in the principal balance of the Loans arising from purchases of land parcels from South Edge under authority potentially given to a Chapter 11 trustee (as described above) or otherwise.
The petitioning lenders previously filed the Lender Litigation. The Lender Litigation, which, among other things, is seeking to enforce completion guaranties and also to force the South Edge members (including KB HOME Nevada Inc.) to purchase land parcels from and to provide certain financial and other support to South Edge, has not concluded whether an unfavorablebeen stayed pending the outcome of the involuntary bankruptcy petition. If the involuntary bankruptcy petition is dismissed, the Company expects the Lender Litigation to resume.
A separate arbitration proceeding was also commenced in May 2009 to address one or bothSouth Edge member’s claims for specific performance by the other members and their respective parent companies to purchase land parcels from and to make certain capital contributions to South Edge and, in the alternative, damages. On July 6, 2010, the arbitration panel issued a decision denying the specific performance claims and awarding to the claimant total damages of approximately $37.0 million against all of the government investigationsdefendants. The parties involved have appealed the arbitration panel’s decision to the United States Courts of Appeal for the Ninth Circuit,Focus South Group, LLC, et al. v. KB HOME Nevada Inc, et al., (CaseNo. 10-17562), and the case is likelypending. If the appeal on the damages awarded by the arbitration panel is denied, KB HOME Nevada Inc. will be responsible for a share of those damages.
While there are defenses to the above legal proceedings, the ultimate resolution of these matters and the timing of such resolutions are uncertain and involve multiple factors. Therefore, a meaningful range of potential outcomes cannot be reasonably estimated at this time. If unfavorable outcomes were to occur, however, there is a possibility that the Company could incur significant losses in excess of amounts accrued for these matters that could have a material toadverse effect on its consolidated financial position or results of operations.
ERISA Litigation.  A complaint dated March 14, 2007 in an action brought under Section 502 of ERISA, 29 U.S.C. § 1132,Bagley et al., v. KB Home, et al., was filed in the United States District Court for the Central District of California. The action is brought against the Company, its directors, and certain of its current and former officers. Plaintiffs allege that they are bringing the action on behalf of all participants in the 401(k) Plan. Plaintiffs allege that the defendants breached fiduciary duties owed to members of the 401(k) Plan by virtue of issuing backdated option grants and failing to disclose this information to the 401(k) Plan participants. Plaintiffs claim that this conduct unjustly enriched certain defendants to the detriment of the 401(k) Plan and its participants, and caused the 401(k) Plan to invest in the Company’s securities at allegedly artificially inflated prices. The action purports to assert three causes of action for various alleged breaches of fiduciary duty. The Company has filed a motion to dismiss all claims alleged against it. The Court heard oral argument on the motion on November 19, 2007, after which the Court took the motion under submission. The Court has not yet ruled on the motion, and because of the pendency of the motion, no discovery has been taken in the action. While the Company believes it has strong defenses to the ERISA claims, it has not concluded whether an unfavorable outcome is likely to be material to its consolidated financial position or results of operations.
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 pollution 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 regulatory requirements applicable to storm water discharges had 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 with the EPA, DOJ and other homebuilders methods of resolving the matter. To resolve the matter, the DOJ will want the Company to pay civil penalties and sign a consent decree affecting the Company’s storm water pollution practices at construction sites. The Company believes that the costs associated with any resolution of the matter 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 governmentalgovernment proceedings incidental to its business. These casesproceedings are in various procedural stages and, based on reports of counsel, the Company believes as of the date of this report that provisions or reservesaccruals made for any potential losses (to the extent estimable) are adequate and that any liabilities or costs arising out of currently pending litigation shouldthese proceedings are not likely to have a materially adverse effect on its consolidated financial position or results of operations. The outcome of any of these proceedings, however, is inherently uncertain, and if unfavorable outcomes were to occur, there is a possibility that they could, individually or in the aggregate, have a materially adverse effect on the Company’s consolidated financial position or results of operations.


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Note 16.  Income Taxes
The components of income tax benefit (expense) in the consolidated statements of operations are as follows (in thousands):
 
             
  Federal  State  Total 
 
2010            
Current $6,500  $500  $7,000 
Deferred         
             
Income tax benefit $6,500  $500  $7,000 
             
2009            
Current $  207,900  $    1,500  $  209,400 
Deferred         
             
Income tax benefit $207,900  $1,500  $209,400 
             
2008            
Current $(18,704) $10,504  $(8,200)
Deferred         
             
Income tax benefit (expense) $(18,704) $10,504  $(8,200)
             
Deferred income taxes result from temporary differences in the financial and tax basis of assets and liabilities. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands):
         
  November 30, 
  2010  2009 
 
Deferred tax liabilities:        
Capitalized expenses $106,800  $ 117,684 
State taxes  56,915   52,223 
Other  177   142 
         
Total $163,892  $170,049 
         
Deferred tax assets:        
Inventory impairments and land option contract abandonments $275,640  $378,834 
2010, 2009 and 2008 NOLs  277,089   84,424 
Warranty, legal and other accruals  103,359   147,924 
Employee benefits  51,335   60,822 
Partnerships and joint ventures  49,339   58,611 
Depreciation and amortization  22,830   38,888 
Capitalized expenses  5,927   6,573 
Tax credits  145,643   140,133 
Deferred income  1,219   1,219 
Other  3,743   3,738 
         
Total  936,124   921,166 
Valuation allowance  (771,080)  (749,965)
         
Total  165,044   171,201 
         
Net deferred tax assets $1,152  $1,152 
         


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Income tax benefit computed at the statutory U.S. federal income tax rate and income tax benefit (expense) provided in the consolidated statements of operations differ as follows (in thousands):
             
  Years Ended November 30, 
  2010  2009  2008 
 
Income tax benefit computed at statutory rate $26,729  $  108,914  $  338,776 
Increase (decrease) resulting from:            
State taxes, net of federal income tax benefit  4,010   11,079   25,142 
Reserve and deferred income  1,204   (11,075)  4,825 
Basis in joint ventures  13,729   (3,336)  (4,992)
NOLs reconciliation  (24,749)  (36,941)   
Recognition of federal tax benefits  1,621   16,411   4,757 
Tax credits  5,384   203   (3,984)
Valuation allowance for deferred tax assets  (21,115)  128,813   (355,839)
Other, net  187   (4,668)  (16,885)
             
Income tax benefit (expense) $7,000  $209,400  $(8,200)
             
The Company recognized an income tax benefit of $7.0 million in 2010, compared to an income tax benefit of $209.4 million in 2009 and income tax expense of $8.2 million in 2008. The income tax benefit in 2010 reflected the recognition of a $5.4 million federal income tax benefit from an additional carryback of the Company’s 2009 NOLs to offset earnings the Company generated in 2004 and 2005, and the reversal of a $1.6 million liability for unrecognized tax benefits due to the status of federal and state tax audits. The income tax benefit in 2009 resulted primarily from the recognition of a $190.7 million federal income tax benefit based on the carryback of the Company’s 2009 NOLs to offset earnings the Company generated in 2004 and 2005, and the reversal of a $16.3 million liability for unrecognized federal and state tax benefits due to the status of federal and state tax audits. The income tax expense in 2008 was mainly due to the disallowance of tax benefits related to the Company’s 2008 loss as a result of a full valuation allowance. Due to the effects of its deferred tax asset valuation allowance, carrybacks of its NOLs, and changes in its unrecognized tax benefits, the Company’s effective tax rates in 2010, 2009 and 2008 are not meaningful items as the Company’s income tax amounts are not directly correlated to the amount of its pretax losses for those periods.
On November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009 was enacted into law and amended Section 172 of the Internal Revenue Code to extend the permitted carryback period for offsetting certain NOLs against earnings from two years to up to five years. Due to this federal tax legislation, the Company was able to carry back its 2009 NOLs to offset earnings it generated in 2004 and 2005. As a result, the Company filed an application for a federal tax refund of $190.7 million and reflected this amount as a receivable in its consolidated balance sheet as of November 30, 2009. The Company received the cash proceeds from the refund in the first quarter of 2010. In September of 2010, the Company filed an amended application for a federal tax refund to carry back an additional amount of its 2009 NOLs to offset earnings the Company generated in 2004 and 2005. The amended application generated a refund in the amount of $5.4 million, and the Company received cash proceeds of this refund in the fourth quarter of 2010.
In accordance with ASC 740, the Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. ASC 740 requires that companies assess whether valuation allowances should be established based on the consideration of all available evidence using a “more likely than not” standard. During 2010, the Company recorded a net increase of $21.1 million to the valuation allowance against net deferred tax assets. The net increase was comprised of a $26.6 million valuation allowance recorded against the net deferred tax assets generated from the loss for the year, partially offset by the $5.4 million federal income tax benefit from the additional carryback of the Company’s 2009 NOLs to offset earnings it generated in 2004 and 2005.


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During the first nine months of 2009, the Company recognized a net increase of $67.5 million in the valuation allowance. This increase reflected the net impact of an $89.9 million valuation allowance recorded during the first nine months of 2009, partly offset by a reduction of deferred tax assets due to the forfeiture of certain equity-based awards. In the fourth quarter of 2009, the Company recognized a decrease in the valuation allowance of $196.3 million primarily due to the benefit derived from the carryback of its 2009 NOLs to offset earnings it generated in 2004 and 2005. As a result, the net decrease in the valuation allowance for the year ended November 30, 2009 totaled $128.8 million. The decrease in the valuation allowance was reflected as a noncash income tax benefit of $130.7 million and a noncash charge of $1.9 million to accumulated other comprehensive loss. During 2008, the Company recorded a valuation allowance of $355.9 million against its net deferred tax assets. The valuation allowance was reflected as a noncash charge of $358.2 million to income tax expense and a noncash benefit of $2.3 million to accumulated other comprehensive loss (as a result of an adjustment made in accordance with ASC 715). The majority of the tax benefits associated with the Company’s net deferred tax assets can be carried forward for 20 years and applied to offset future taxable income. The federal NOL carryforward if not utilized will expire in 2030, and the various state NOLs will expire within the next three to 20 years. In addition, the Company’s tax credits, if not utilized will expire within six to 20 years.
The Company’s net deferred tax assets totaled $1.1 million at both November 30, 2010 and 2009. The deferred tax asset valuation allowance increased to $771.1 million at November 30, 2010 from $750.0 million at November 30, 2009. The Company’s deferred tax assets for which it did not establish a valuation allowance relate to amounts that can be realized through future reversals of existing taxable temporary differences or through carrybacks to the 2006 and 2007 years. To the extent the Company generates sufficient taxable income in the future to fully utilize the tax benefits of the related deferred tax assets, the Company expects its effective tax rate to decrease as the valuation allowance is reversed.
Gross unrecognized tax benefits are the differences between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes. A reconciliation of the beginning and ending balances of the gross unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):
             
  Years Ended November 30, 
  2010  2009  2008 
 
Balance at beginning of year $     11,024  $     18,332  $     27,617 
Additions for tax positions related to prior years  1,720   4,230   199 
Reductions for tax positions related to prior years  (1,183)  (270)   
Reductions due to lapse of statute of limitations     (1,277)   
Reductions due to resolution of federal and state audits  (253)  (9,991)  (9,484)
             
Balance at end of year $11,308  $11,024  $18,332 
             
In July 2006, the FASB issued guidance which prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company adopted this guidance effective December 1, 2007. As of the date of adoption, the Company’s net liability for unrecognized tax benefits was $18.3 million, which represented $27.6 million of gross unrecognized tax benefits less $9.3 million of indirect tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in its consolidated financial statements as a component of the provision for income taxes. As of November 30, 2010, 2009 and 2008, there were $.9 million, $1.3 million and $7.0 million, respectively, of unrecognized tax benefits that if recognized would affect the Company’s annual effective tax rate. The Company’s total accrued interest and penalties related to unrecognized income tax benefits was $3.5 million at November 30, 2010 and $4.9 million at November 30, 2009. The Company’s liabilities for unrecognized tax benefits at November 30, 2010 and 2009 are included in accrued expenses and other liabilities in its consolidated balance sheets.
Included in the balance of gross unrecognized tax benefits at November 30, 2010 and 2009 are tax positions of $7.9 million and $6.5 million, respectively, for which the ultimate deductibility is highly certain but there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to a tax authority to an earlier period.
The Company anticipates that total gross unrecognized tax benefits will decrease by an amount ranging from $2.0 million to $3.0 million during the 12 months from this reporting date due to various state filings associated with the resolution of the federal audit.


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The fiscal years ending after 2005 remain open to federal examination and fiscal years after 2004 remain open to examination by various state taxing jurisdictions.
The benefits of the Company’s NOLs, built-in losses and tax credits would be reduced or potentially eliminated if the Company experienced an “ownership change” under Section 382. Based on the Company’s analysis performed as of November 30, 2010, the Company does not believe it has experienced an ownership change as defined by Section 382, and, therefore, the NOLs, built-in losses and tax credits the Company has generated should not be subject to a Section 382 limitation as of this reporting date.
Note 14.17.  Stockholders’ Equity
 
Preferred Stock.  On February 4, 1999,January 22, 2009, the Company adopted a new Stockholder Rights Plan to replace its preexisting shareholderAgreement between the Company and Mellon Investor Services LLC, as rights plan adopted in 1989agent, dated as of that date (the “1989“2009 Rights Plan”Agreement”), and declared a dividend distribution of one preferred share purchase right for each outstanding share of common stock; such rights were issuedstock that was payable to stockholders of record as of the close of business on March 7, 1999, simultaneously with5, 2009. Subject to the expirationterms, provisions and conditions of the 2009 Rights Agreement, if these rights issued under the 1989 Rights Plan. Under certain circumstances,become exercisable, each right entitleswould initially represent the holderright to purchase from the Company 1/100th of a share of the Company’sits Series A Participating Cumulative Preferred Stock atfor a purchase price of $270.00, subject$85.00 (the “Purchase Price”). If issued, each fractional share of preferred stock would generally give a stockholder approximately the same dividend, voting and liquidation rights as does one share of the Company’s common stock. However, prior to certain anti-dilution provisions.exercise, a right does not give its holder any rights as a stockholder, including without limitation any dividend, voting or liquidation rights. The rights arewill not be exercisable until the earlier to occur of (a)(i) 10 calendar days followingafter a public announcement by the Company that a person or group has acquired Company stock representing 15% or more ofbecome an Acquiring Person (as defined under the aggregate votes entitled to be cast by all shares of common stock, or (b)2009 Rights Agreement) and (ii) 10 business days followingafter the commencement of a tender or exchange offer for Company stock representing 15%by a person or moregroup if upon consummation of the aggregate votes entitled to be cast by all shares of common stock. If, without approval ofoffer the board of directors, the Company is acquired in a mergerperson or other business combination transaction, or 50%group would beneficially own 4.9% or more of the Company’s assetsoutstanding common stock.
Until these rights become exercisable (the “Distribution Date”), common stock certificates will evidence the rights and may contain a notation to that effect. Any transfer of shares of the Company’s common stock prior to the Distribution Date will constitute a transfer of the associated rights. After the Distribution Date, the rights may be transferred other than in connection with the transfer of the underlying shares of the Company’s common stock. If there is an Acquiring Person on the Distribution Date or earning power is sold,a person or group becomes an Acquiring Person after the Distribution Date, each holder of a right, other than rights that are or were beneficially owned by an Acquiring Person, which will entitle its holderbe void, will thereafter have the right to receive upon exercise common stockof a right and payment of the acquiring companyPurchase Price, that number of shares of the Company’s common stock having a market value of twicetwo times the exercisePurchase Price. After the later of the Distribution Date and the time the Company publicly announces that an Acquiring Person has become such, the Company’s board of directors may exchange the rights, other than rights that are or were beneficially owned by an Acquiring Person, which will be void, in whole or in part, at an exchange ratio of one share of common stock per right, subject to adjustment.
At any time prior to the later of the Distribution Date and the time the Company publicly announces that an Acquiring Person becomes such, the Company’s board of directors may redeem all of the then-outstanding rights in whole, but not in part, at a price of the right; and if, without approval of$0.001 per right, subject to adjustment (the “Redemption Price”). The redemption will be effective immediately upon the board of directors, any persondirectors’ action, unless the action provides that such redemption will be effective at a subsequent time or group acquires Company stock representing 15%upon the occurrence or nonoccurrence of one or more specified events, in which case the redemption will be effective in accordance with the provisions of the aggregate votes entitledaction. Immediately upon the effectiveness of the redemption of the rights, the right to be cast by all sharesexercise the rights will terminate and the only right of common stock, each rightthe holders of rights will entitle its holderbe to receive upon exercise, common stockthe Redemption Price, with interest thereon. The rights issued pursuant to the 2009 Rights Agreement will expire on the earliest of (a) the close of business on March 5, 2019, (b) the time at which the rights are redeemed, (c) the time at which the rights are exchanged, (d) the time at which the Company’s board of directors determines that a related provision in the Company’s Restated Certificate of Incorporation is no longer necessary, and (e) the close of business on the first day of a taxable year of the Company having a market valueto which the Company’s board of twice the exercise price of the right.directors determines that no tax benefits may be carried forward. At the optionCompany’s annual meeting of stockholders on April 2, 2009, the Company,Company’s stockholders approved 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.2009 Rights Agreement.


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Common Stock.  As of November 30, 2007,2010, the Company was authorized to repurchase four million shares of its common stock under itsa board-approved stock repurchase program. The Company did not repurchase any of its common stock under this program in 2007.2010, 2009 or 2008. The Company has not repurchased six millioncommon shares of itspursuant to a common stock in 2006 at an aggregate price of $377.4 million and two million shares of its common stock in 2005 at an aggregate price of $129.4 million under stock repurchase programs authorized by its board of directors. In addition to the repurchases in 2006 and 2005, which consisted of open market transactions, the Company acquired $6.9 million in 2007, $16.7 million in 2006 and $5.3 million in 2005, of common stock in connection with the satisfaction of employee withholding taxes on vested restricted stock.


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On April 7, 2005,plan for the Company’s stockholders approved an amendment topast several years and any resumption of such stock repurchases will be at the Company’s certificate of incorporation increasing the number of authorized sharesdiscretion of the Company’s common stock from 100 million to 300 million. On April 6, 2006, the Company’s stockholders approved an amendment to the Company’s certificateboard of incorporation reducing the number of authorized shares of the Company’s common stock from 300 million to 290 million.directors.
 
On December 8, 2005,During 2010 and 2009, the Company’s board of directors increaseddeclared four quarterly dividends of $.0625 per share of common stock that were also paid during those years. In November 2008, the annualCompany’s board of directors reduced the quarterly cash dividend on the Company’s common stock to $1.00$.0625 per share from $.75$.25 per share. Consequently, during 2008, the Company’s board of directors declared three quarterly dividends of $.25 per share of common stock and one quarterly dividend of $.0625 per share of common stock, all of which were paid that year.
 
Treasury Stock.  The Company acquired $.4 million of common stock in 2010, $.6 million in 2009 and $1.0 million in 2008, which were previously issued shares delivered to the Company by employees to satisfy withholding taxes on the vesting of restricted stock awards or forfeitures of previous restricted stock awards. Differences between the cost of treasury stock and the reissuance are recorded to paid-in capital. These transactions are not considered repurchases under the share repurchase program.
Note 15.18.  Employee Benefit and Stock Plans
 
Most employees are eligible to participate in the Company’sKB Home 401(k) Savings Plan (the “401(k) Plan”) under which contributions by employees are partially matched by the Company. The aggregate cost of this planthe 401(k) Plan to the Company was $6.2$3.2 million in 2007, $10.82010, $3.2 million in 20062009 and $10.6$4.1 million in 2005.2008. The assets of the Company’s 401(k) Savings Plan are held by a third-party trustee. PlanThe 401(k) plan participants may direct the investment of their funds among one or more of the several fund options offered by the plan.401(k) Plan. A fund consisting of the Company’s common stock is one of the investment choices available to participants. As of November 30, 2007, 20062010, 2009 and 2005,2008, approximately 5%, 11%6% and 18%5%, respectively, of the plan’s401(k) Plan’s net assets were invested in the fund consisting of the Company’s common stock.
 
TheAt the Company’s Amended and Restated 1999Annual Meeting of Stockholders held on April 1, 2010, the Company’s stockholders approved the KB Home 2010 Equity Incentive Plan (the “1999“2010 Plan”), authorizing, among other things, the issuance of up to 3,500,000 shares of the Company’s common stock for grants of stock-based awards to employees, non-employee directors and consultants of the Company. This pool of shares includes all of the shares that were available for grant as of April 1, 2010 under the Company’s 2001 Stock Incentive Plan, and no new awards may be made under the 2001 Stock Incentive Plan. Accordingly, as of April 1, 2010, the 2010 Plan became the Company’s only active equity compensation plan. Under the 2010 Plan, grants of stock options and other similar awards reduce the 2010 Plan’s share capacity on a1-for-1 basis, and grants of restricted stock and other similar “full value” awards reduce the 2010 Plan’s share capacity on a1.78-for-1 basis. In addition, subject to the 2010 Plan’s terms and conditions, a stock-based award may also be granted under the 2010 Plan to replace an outstanding award granted under another Company plan (subject to the terms of such other plan) with terms substantially identical to those of the award being replaced.
The Company’s 2010 Plan provides that stock options, performance stock, restricted stock and stock units may be awarded to any employee of the Company for periods of up to 10 years. The 19992010 Plan also enables the Company to grant cash bonuses, SARs and other stock-based awards. In addition to awards outstanding under the 2010 Plan, the Company has awards outstanding under its Amended and Restated 1999 Incentive Plan (the “1999 Plan”), which provides for generally the same types of awards as the 2010 Plan. The Company also has awards outstanding under its 2001 Stock Incentive Plan, 1998 Stock Incentive Plan, 1988 Employee Stock Plan and its Performance-Based Incentive Plan for Senior Management, each of which provides for generally the same types of awards as the 19992010 Plan, but with periodsstock option awards granted under these plans have terms of up to 15 years. The 1999 Plan and the 2001 Stock Incentive Plan are the Company’s primary employee stock plans.


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Stock Options.  Stock option transactions are summarized as follows:
 
                        
                         Years Ended November 30, 
 Years Ended November 30,  2010 2009 2008 
 2007 2006 2005    Weighted
   Weighted
   Weighted
 
   Weighted
   Weighted
   Weighted
    Average
   Average
   Average
 
   Average
   Average
   Average
    Exercise
   Exercise
   Exercise
 
   Exercise
   Exercise
   Exercise
  Options Price Options Price Options Price 
 Options Price Options Price Options Price 
                        
Options outstanding at beginning of year  8,354,276  $28.71   9,176,253  $28.16   13,425,306  $22.20   5,711,701  $27.39   7,847,402  $30.11   8,173,464  $30.17 
Granted  787,600   34.78   85,569   67.53   556,088   62.19   3,572,237   18.71   1,403,141   15.44       
Exercised  (327,681)  24.27   (743,481)  24.19   (4,582,497)  14.64   (28,281)  13.00         (144,020)  18.31 
Cancelled  (640,731)  37.04   (164,065)  38.63   (222,644)  34.97   (457,044)  22.05   (3,538,842)  28.69   (182,042)  42.33 
                          
Options outstanding at end of year  8,173,464  $30.17   8,354,276  $28.71   9,176,253  $28.16   8,798,613  $24.19   5,711,701  $27.39   7,847,402  $30.11 
                          
Options exercisable at end of year  7,238,598  $28.98   7,428,952  $26.46   6,631,515  $23.17   6,146,605  $28.73   4,046,027  $31.05   7,321,170  $29.77 
                          
Options available for grant at end of year  501,892       1,016,199       4,394,024       21,703       1,714,650       593,897     
              


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The total intrinsic value of stock options exercised during the years ended November 30, 2007, 20062010 and 20052008 was $5.5 million, $29.5$.1 million and $223.1$1.0 million, respectively. There were no stock options exercised during the year ended November 30, 2009. The aggregate intrinsic value of stock options outstanding was $.3 million, $.1 million and $.1 million at November 30, 2010, 2009 and 2008, respectively. The aggregate intrinsic value of stock options outstandingexercisable was $9.9 million, $199.1 million and $381.9less than $.1 million at November 30, 2007, 20062010, and 2005, respectively. The aggregate intrinsic value of options exercisablewas $.1 million at both November 30, 2007, 20062009 and 2005 was $9.9 million, $190.8 million and $309.1 million, respectively.2008. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the price of the option. The total amountIn 2009, in connection with the settlement of certain stockholder derivative litigation, the Company’s former chairman and chief executive officer relinquished 3,011,452 stock options cancelled in 2007 includes 371,399to the Company and those stock options that were cancelled as a resultcancelled.
On August 13, 2010, the Company consummated an exchange offer (the “August 2010 Exchange Offer”) pursuant to which eligible employees of the irrevocable election of eachCompany had the opportunity to exchange their outstanding cash-settled SARs granted on October 2, 2008 and January 22, 2009 for non-qualified options to purchase shares of the Company’s non-employee directors to receive payouts in cash of all outstanding stock-based awardscommon stock granted to them under the Company’s Non-Employee Directors Stock2010 Plan.
 
In 2007,On November 9, 2010, the Company performedconsummated a reviewseparate exchange offer (the “November 2010 Exchange Offer”) pursuant to which eligible employees of past equity grants under its employee stock plans in compliance with an Equity-Based Award Grant Policy that was adoptedthe Company had the opportunity to exchange their outstanding cash-settled SARs granted on February 1,July 12, 2007 by the management development and compensation committeeOctober 4, 2007 for non-qualified options to purchase shares of the Company’s boardcommon stock granted under the 2010 Plan.
Pursuant to both the August 2010 Exchange Offer and the November 2010 Exchange Offer, each stock option granted in exchange for a SAR had an exercise price equal to the SAR’s exercise price and the same number of directors. Based on that review,underlying shares, vesting schedule and expiration date as each such SAR. The August 2010 Exchange Offer and the November 2010 Exchange Offer did not include a re-pricing or any other changes impacting the value to the employees. The Company conducted the August 2010 Exchange Offer and November 2010 Exchange Offer in an effort to reduce the overall degree of variability in the expense recorded for employee equity-based compensation by replacing the SARs, which are accounted for as liability awards, with stock options, which are accounted for as equity awards.
Pursuant to the August 2010 Exchange Offer, 19 eligible employees returned a total of 1,116,030 SARs to the Company, determined that asand those SARs were cancelled on August 13, 2010 in exchange for corresponding grants of November 30, 2006, the Company should have counted 2,890,260 shares of restricted stock against the limits stated in its employee stock plans based on the termsoptions to 18 of those plans and recent changes in New York Stock Exchange rules. In addition, becauseemployees to purchase an aggregate of the irrevocable cash payout election of each1,073,737 shares of the Company’s non-employee directors,common stock at $19.90 per share and one grant of stock options to one employee to purchase 42,293 shares of the Company’s common stock at $11.25 per share.
Pursuant to the November 2010 Exchange Offer, nine eligible employees returned a total of 925,705 SARs to the Company, and those SARs were cancelled on November 9, 2010 in exchange for corresponding grants of stock options to those employees to purchase an aggregate of 732,170 shares of the Company’s common stock at $28.10 per share and grants of stock options to seven of those employees to purchase an aggregate of 193,535 shares of the Company’s common stock at $36.19 per share.


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The stock options granted pursuant to the August 2010 Exchange Offer and the November 2010 Exchange Offer are included in the stock options granted total in the above table.
On October 7, 2010, the Company’s president and chief executive officer was granted an award ofperformance-based stock options to purchase an aggregate of 260,000 shares of the Company’s common stock at the purchase price of $11.06 per share. The performance-based stock options shall vest and become exercisable if the Company’s president and chief executive officer does not experience a termination of service prior to the applicable dates described in the 2010 Equity Incentive Plan Stock Option Agreement (the “Agreement”), and if the performance goal, as set forth in the Agreement, has no intentionbeen satisfied. The number of issuing any shares underperformance-based stock options that ultimately vests depends on the Non-Employee Directors Stock Plan. Therefore,achievement of one of three performance metrics: positive cumulative operating margin; relative operating margin; and relative customer satisfaction. In accordance with ASC 718, the Company is treatingused the plan as having no available capacityBlack-Scholes option-pricing model to issue sharesestimate the grant-date fair value per performance-based stock option of common stock, rather than the 566,061 shares of available capacity previously reported as of November 30, 2006. The options available for grant at November 30, 2006 have been adjusted to reflect the results of the review and the exclusion of the Non-Employee Directors Stock Plan’s capacity.$4.59.
 
Stock options outstanding and stock options exercisable at November 30, 20072010 are as follows:
 
                         
  Options Outstanding  Options Exercisable 
        Weighted
        Weighted
 
     Weighted
  Average
     Weighted
  Average
 
     Average
  Remaining
     Average
  Remaining
 
     Exercise
  Contractual
     Exercise
  Contractual
 
Range of Exercise Price
 Options  Price  Life  Options  Price  Life 
 
$ 6.56 to $13.95  749,650  $13.59   8.68   749,650  $13.59     
$13.96 to $20.07  989,286   16.37   8.91   989,286   16.37     
$20.08 to $28.71  2,286,472   22.44   9.83   2,148,972   22.08     
$28.72 to $36.19  2,167,169   34.49   10.46   1,517,069   33.76     
$36.20 to $69.63  1,980,887   47.55   10.97   1,833,621   46.21     
                         
$ 6.56 to $69.63  8,173,464  $30.17   10.06   7,238,598  $28.98   10.17 
                         
                         
  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 
 
$ 8.88 to $12.50  1,501,001  $11.10   9.58   65,260  $11.52         
$12.51 to $15.44  1,828,270   14.94   7.89   966,126   14.55     
$15.45 to $26.29  1,896,619   20.81   7.25   1,542,496   21.02     
$26.30 to $35.26  1,833,299   31.01   7.42   1,833,299   31.01     
$35.27 to $69.63  1,739,424   41.69   7.22   1,739,424   41.69     
                         
$ 8.88 to $69.63  8,798,613  $24.19   7.81   6,146,605  $28.73   7.20 
                         
 
The weighted average fair value of stock options granted in 2007, 20062010 and 20052009 was $11.42, $24.76$2.81 and $26.84,$7.16, respectively. The Company granted no stock options in 2008. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in 2007, 20062010 and 2005,2009, respectively: a risk-free interest rate of 4.8%, 4.8%.7% and 4.3%1.9%; an expected volatility factor for the market price of the Company’s common stock of 41.1%, 41.0%61.7% and 42.8%64.3%; aan expected dividend yield of 2.9%, 1.9%2.2% and 1.4%1.6%; and an expected lifeterm of 5 years, 53 years and 64 years.
The risk-free interest rate assumption is determined based on observed interest rates appropriate for the expected term of the Company’s stock options. The expected volatility factor is based on a combination of the historical volatility of the Company’s common stock and the implied volatility of publicly traded options on the Company’s stock. The expected dividend yield assumption is based on the Company’s history of dividend payouts. The expected term of employee stock options is estimated using historical data.
 
The Company’s stock-based compensation expense related to stock option grants was $9.4 million in 2007, $19.4 million in 2006 and $5.8 million in 2005.2010, $2.6 million in 2009 and $5.0 million in 2008. As of November 30, 2007,2010, there was $7.7$8.0 million of total unrecognized stock-based compensation expense related to unvested stock option awards. This expense is expected to be recognized over a weighted average period of 1.51.6 years.
 
The Company records proceeds from the exercise of stock options as additions to common stock and paid-in capital. Actual tax benefitsshortfalls realized for the tax deduction from stock option exercises of $2.1$2.8 million $17.5in 2010, $4.1 million in 2009 and $36.9$1.1 million in 2008, were recorded as paid-in capital in 2007, 2006,capital. In 2010, 2009 and 2005, respectively. In 2007 and 2006,2008, the consolidated statement of cash flows reflects $.9$.6 million, $0 and $15.4 million,$0, respectively, of excess tax benefit associated with the exercise of stock options since December 1, 2005, in accordance with the cash flow classification requirements of SFAS No. 123(R).ASC 718.
 
Other Stock-Based Awards.  From time to time, the Company grants restricted common stock to key executives.various employees as a compensation benefit. During the restriction periods, the executivesemployees are entitled to vote and receive dividends on such shares. The restrictions imposed with respect to the shares granted lapse over periods of three or eight years if certain conditions are met. The shares of restricted stock outstanding totaled 830,750 at November 30, 2007 and 957,550 at November 30, 2006.


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Restricted stock transactions are summarized as follows:
                 
  Years Ended November 30, 
  2010  2009 
     Weighted
     Weighted
 
     Average
     Average
 
     per Share
     per Share
 
     Grant Date
     Grant Date
 
  Shares  Fair Value  Shares  Fair Value 
Outstanding at beginning of year  445,831  $15.44   700,000  $15.70 
Granted  51,023   12.58   445,831   15.44 
Vested            
Cancelled  (94,377)  15.36   (700,000)  15.70 
                 
Outstanding at end of year  402,477  $15.09   445,831  $15.44 
                 
In 2009, in connection with the settlement of certain stockholder derivative litigation, the Company’s former chairman and chief executive officer relinquished 700,000 shares of restricted common stock.
On July 12, 2007, the Company awarded 54,000 Performance Shares to its Presidentpresident and Chief Executive Officerchief executive officer subject to the terms of the 1999 Plan, the Presidentpresident and Chief Executive Officer’schief executive officer’s Performance Stock Agreement dated July 12, 2007 and his Employment Agreement dated February 28, 2007. Depending on the Company’s total shareholder return over the three-year period ending on November 30, 2009 relative to a group of peer companies, zero to 150% of the Performance Shares willwould vest and become unrestricted. In accordance with SFAS No. 123(R),ASC 718, the Company used a Monte Carlo simulation model to estimate the grant-date fair value of the Performance Shares. The total grant-date fair value of $2.0 million will bewas recognized over the requisite service period. On January 21, 2010, the management development and compensation committee of the Company’s board of directors certified the Company’s relative total shareholder return over the performance period associated with the Performance Shares and determined that the vesting restrictions lapsed with respect to 48,492 Performance Shares effective on that date.
 
During 2007,In 2009 and 2008, the Company granted phantom shares andto various employees. In 2008, the Company also granted SARs to various employees. These awardsBoth phantom shares and SARs are accounted for as liabilities in the Company’s consolidated financial statements because such awards provide for settlement in cash. Each phantom share represents the right to receive a cash payment equal to the closing price of the Company’s common stock on the applicable vesting date. Each SAR represents a right to receive a cash payment equal to the positive difference, if any, between the grant price and the market value of a share of the Company’s common stock on the date of exercise, up to a maximum payout of four times the grant price.exercise. The phantom shares vest in full at the end of three years, while the SARs vest in equal annual installments over three years. Phantom shares granted to senior management and allAs of the SARs require the achievement of a performance goal related to the Company’s cash flow as an additional condition to vesting. ThereNovember 30, 2010, there were 892,926268,762 phantom shares and 1,100,51937,517 SARs outstanding. There were 926,705 phantom shares and 2,292,537 SARs outstanding as of November 30, 2007.2009 and 1,099,722 phantom shares and 2,345,154 SARs outstanding as of November 30, 2008. The year-over-year decrease in the number of outstanding SARs in 2010 from 2009 reflects the impact of the August 2010 Exchange Offer and the November 2010 Exchange Offer.
 
The Company recognized total compensation expense of $7.4$1.8 million in 2007, $4.72010, $10.0 million in 20062009 and $2.0$7.1 million in 20052008 related to restricted common stock, the Performance Shares, phantom shares and SARs.
 
Grantor Stock Ownership Trust.  In connection with a share repurchase program, onOn August 27, 1999, the Company established a grantor stock ownership trust (the “Trust”) into which certain shares repurchased in 2000 and 1999 were transferred. The Trust, administered by a third-party trustee, holds and distributes the shares of common stock acquired for the purpose of fundingto support certain employee compensation and employee benefit obligations of the Company under its existing stock option, the 401(k) Savings Plan and other employee benefit plans. The existence of the Trust has no impact on the amount of benefits or compensation that is paid under these plans.
 
For financial reporting purposes, the Trust is consolidated with the Company. Any dividend transactions between the Company and the Trust are eliminated. Acquired shares held by the Trust remain valued at the market price at the date of purchase and are shown as a reduction to stockholders’ equity in the consolidated balance sheets. The difference between the Trust share value and the market value on the date shares are released from the Trust for the benefit of employees, is included in paid-in capital. Common stock held in the Trust is not considered outstanding in the computations of earnings (loss) per share. The Trust held 12,203,28211,082,723 and 12,345,18211,228,951 shares of common stock at November 30, 20072010 and 2006,2009, respectively. The trustee votes shares


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held by the Trust in accordance with voting directions from eligible employees, as specified in a trust agreement with the trustee.
 
Note 16.19.  Postretirement Benefits
 
The Company has twoa supplemental non-qualified, unfunded retirement plans, the KB Home Supplemental Executive Retirement Plan, restated effective as of July 12, 2001, andplan, the KB Home Retirement Plan, effective as of July 11, 2002, pursuant to which the Company pays supplemental pension benefits to certain key employees upon retirement. The Company’s supplemental non-qualified, unfunded retirement plan, the KB Home Supplemental Executive Retirement Plan, restated effective as of July 12, 2001, was terminated during 2009. In connection with the plans, the Company has purchased cost recovery life insurance on the lives of certain employees. Insurance contracts associated with each plan are held by a trust, established as part of the plans to implement and carry out the provisions of the plans and to finance the benefits offered under the plans. The trust is the owner and beneficiary of such contracts. The amount of the insurance coverage is designed to provide sufficient revenues to cover all costs of the plans if assumptions made as to employment term, mortality experience, policy earnings and other factors are realized. The cash surrender value of these insurance contracts was $53.6$41.4 million at November 30, 20072010 and $43.1$38.3 million at November 30, 2006.2009.
 
On November 1, 2001, theThe Company implementedalso has an unfunded death benefit plan, the KB Home Death Benefit Only Plan, implemented on November 1, 2001, for certain key management employees. In connection with the plan, the Company has purchased cost recovery life insurance on the lives of certain employees. Insurance contracts associated with the plan are held by a trust, established as part of the plan to implement and carry out the provisions of the plan and to finance the benefits offered under the plan. The trust is the owner and beneficiary of such contracts. The amount of the coverage is designed to provide sufficient revenues to cover all costs of the plan if assumptions made as to employment term, mortality


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experience, policy earnings and other factors are realized. The cash surrender value of these insurance contracts was $19.6$13.6 million at November 30, 20072010 and $17.1$12.9 million at November 30, 2006.2009.
 
The net periodic benefit cost of the Company’s post-retirementpostretirement benefit plans for the year ended November 30, 20072010 was $5.6$5.5 million, which included service costs of $1.4$1.2 million, interest costs of $2.6$2.2 million, andamortization of unrecognized loss of $.3 million, amortization of prior service costs of $1.6 million and other costs of $.2 million. The net periodic benefit cost of these plans for the year ended November 30, 20062009 was $6.8$5.6 million, which included service costs of $2.7$1.1 million, interest costs of $2.5$2.4 million, amortization of prior service costs of $1.5 million and a charge of $.8 million due to plan settlements, partly offset by other income of $.2 million. For the year ended November 30, 2008, the net periodic benefit cost of these plans was $6.5 million, which included service costs of $1.3 million, interest costs of $2.9 million, amortization of prior service costs of $1.6 million and other costs of $.7 million. In 2009, in connection with the settlement of certain stockholder derivative litigation, the Company paid $22.2 million to its former chairman and chief executive officer under the KB Home Retirement Plan and the KB Home Supplemental Executive Retirement Plan. The liability in the Company’s consolidated balance sheetsliabilities related to the post-retirementpostretirement benefit plans was $49.1were $44.1 million at November 30, 20072010 and $20.6$38.3 million at November 30, 2006.2009, and are included in accrued expenses and other liabilities in the consolidated balance sheets. For the years ended November 30, 20072010 and 2006,2009, the discount raterates used for the plans was 6%were 5.2% and the rate of compensation increase was 4%.5.7%, respectively.
 
Effective November 30, 2007,Benefit payments under the Company adopted SFAS No. 158, which requires an employer to recognize the funded status of definedCompany’s postretirement benefit plans as an asset or liability on the balance sheet and requires any unrecognized prior service cost and actuarial gains/lossesare expected to be recognized in other comprehensive income (loss). The post-retirement benefit liability atpaid as follows: 2011 — $.2 million; 2012 — $.3 million; 2013 — $1.0  million; 2014 — $1.5 million; 2015 — $1.6 million; and for the five years ended November 30, 2007 reflects the Company’s adoption of SFAS No. 158, which increased the liability by $22.92020 — $14.9 million with a corresponding charge to accumulated other comprehensive income (loss) in stockholders’ equity in the consolidated balance sheet. The $8.7 million deferred tax asset resulting from the adoption of SFAS No. 158 was offset by a valuation allowance established in accordance with SFAS No. 109. The adoption of SFAS No. 158 did not affect the Company’s consolidated results of operations or cash flows. The Company uses November 30 as the measurement date for its postretirement benefit plans.aggregate.
Note 17.  Income Taxes
The components of income tax benefit (expense) in the consolidated statements of operations are as follows (in thousands):
             
  Federal  State  Total 
 
2007            
Current $236,961  $27,195  $264,156 
Deferred  (156,772)  (61,384)  (218,156)
             
Income tax benefit (expense) $80,189  $(34,189) $46,000 
             
2006            
Current $(277,960) $(9,476) $(287,436)
Deferred  80,555   27,981   108,536 
             
Income tax benefit (expense) $(197,405) $18,505  $(178,900)
             
2005            
Current $(372,352) $(60,000) $(432,352)
Deferred  (14,648)     (14,648)
             
Income tax expense $(387,000) $(60,000) $(447,000)
             
Deferred income taxes result from temporary differences in the financial and tax basis of assets and liabilities. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands):
         
  November 30, 
  2007  2006 
 
Deferred tax liabilities:        
Capitalized expenses $131,147  $90,817 
State taxes  56,751    
Repatriation of French subsidiaries     60,793 
Depreciation and amortization     10,727 
Other  647   708 
         
Total $188,545  $163,045 
         


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  November 30, 
  2007  2006 
 
Deferred tax assets:        
Inventory impairments and land option contract abandonments $479,716  $116,126 
Warranty, legal and other accruals  198,118   134,213 
Employee benefits  103,525   93,213 
Partnerships and joint ventures  59,035   53,256 
Depreciation and amortization  41,558   3,760 
Capitalized expenses  19,530   54,456 
Deferred income  9,411   23,367 
Tax credits  18,823    
Foreign tax credits     71,700 
French royalty     40,633 
State taxes     1,087 
Other  4,140   2,040 
         
Total  933,856   593,851 
Valuation allowance  (522,853)   
         
Total  411,003   593,851 
         
Net deferred tax assets $222,458  $430,806 
         
Income tax benefit (expense) computed at the statutory U.S. federal income tax rate and income tax benefit (expense) provided in the consolidated statements of operations differ as follows (in thousands):
             
  Years Ended November 30, 
  2007  2006  2005 
 
Income tax benefit (expense) computed at statutory rate $511,270  $(200,148) $(420,537)
Increase (decrease) resulting from:            
State taxes, net of federal income tax benefit  46,116   12,028   (39,000)
Non-deductible stock-based and other compensation and related expenses  (3,574)  (3,871)  (11,013)
Internal Revenue Code Section 199 manufacturing deduction     6,265    
Tax credits  (3,594)  4,625   35,143 
Valuation allowance for deferred tax assets  (514,234)      
Other, net  10,016   2,201   (11,593)
             
Income tax benefit (expense) $46,000  $(178,900) $(447,000)
             
The Company generated significant deferred tax assets in 2007 largely due to the inventory impairments the Company incurred during the year. The Company evaluates its deferred tax assets on a quarterly basis to determine whether a valuation allowance is required. In accordance with SFAS No. 109, the Company assesses whether a valuation allowance should be established based on its determination of whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. In light of the continued downturn in the housing market and the uncertainty as to its length and magnitude, the Company anticipates being in athree-year cumulative loss position during fiscal year 2008. According to SFAS No. 109, athree-year cumulative loss is significant negative evidence in considering whether deferred tax assets are realizable, and also generally precludes relying on projections of future taxable income to support the recovery of deferred tax assets. Therefore, during the fourth quarter of 2007, the Company recorded a valuation allowance totaling approximately $522.9 million against its deferred tax assets. The valuation allowance was reflected as a non-cash charge of $514.2 million to income tax expense and $8.7 million to accumulated other comprehensive loss (as a result of an adjustment made in accordance with SFAS No. 158). The Company’s deferred tax assets, for which there is no valuation allowance, relate to amounts that can be realized through future reversals of existing taxable temporary differences or through carrybacks to the 2006 and 2007 years. The majority of the tax benefits associated with the Company’s deferred tax assets can be carried forward for 20 years.

7491


During 2007, 2006 and 2005, the Company made investments that resulted in benefits in the form of synthetic fuel tax credits. During 2005, a small portion of these 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. The Company currently estimates the phase-out percentage for 2007 to be 65%. In 2006, there was a 25% reduction in tax credits and in 2005 there was no reduction in tax credits.
Note 18.20.  Supplemental Disclosure to Consolidated Statements of Cash Flows
 
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
 
                        
 Years Ended November 30,  Years Ended November 30, 
 2007 2006 2005  2010 2009 2008 
Summary of cash and cash equivalents:            
Summary of cash and cash equivalents at the end of the year:            
Homebuilding $1,325,255  $700,041  $237,060  $  904,401  $1,174,715  $1,135,399 
Financial services  18,487   15,417   9,207   4,029   3,246   6,119 
Discontinued operations     88,724   78,706 
              
Total $1,343,742  $804,182  $324,973  $908,430  $1,177,961  $1,141,518 
              
Supplemental disclosures of cash flow information:            
Supplemental disclosure of cash flow information:            
Interest paid, net of amounts capitalized $29,572  $  $  $71,647  $55,892  $20,726 
Income taxes paid  140,852   322,983   292,996   807   7,145   2,354 
Income taxes refunded  196,868   242,418   125,226 
              
Supplemental disclosures of non-cash activities:            
Supplemental disclosure of noncash activities:            
Increase in inventories in connection with consolidation of joint ventures $72,300  $97,550  $��
Increase in secured debt in connection with consolidation of joint ventures     133,051    
Increase in accounts payable, accrued expenses and other liabilities in connection with consolidation of joint ventures  38,861       
Stock appreciation rights exchanged for stock options  2,348       
Reclassification from inventory to operating properties     72,548    
Reclassification from accounts payable to investments in unconsolidated joint ventures     50,626    
Cost of inventories acquired through seller financing $4,139  $128,726  $36,817   55,244   16,240   90,028 
Increase (decrease) in consolidated inventories not owned  (409,505)  (18,130)  120,674 
Decrease in consolidated inventories not owned  (41,626)  (45,340)  (143,091)
              
 
Note 19.  Discontinued Operations
On July 10, 2007, the Company sold its 49% equity interest in its publicly traded French subsidiary, KBSA. The sale generated total gross proceeds of $807.2 million and a pretax gain of $706.7 million ($438.1 million, net of income taxes), which was recognized in the third quarter of 2007. The sale was made pursuant to the Share Purchase Agreement among the Company, the Purchaser and the Selling Subsidiaries. Under the Share Purchase Agreement, the Purchaser agreed to acquire the 49% equity interest (representing 10,921,954 shares held collectively by the Selling Subsidiaries) at a price of 55.00 euros per share. The purchase price consisted of 50.17 euros per share paid by the Purchaser in cash, and a cash dividend of 4.83 euros per share paid by KBSA.
As a result of the sale, the results of the French operations, which had previously been presented as a separate reporting segment, are included in discontinued operations in the Company’s consolidated statements of operations. In addition, any assets and liabilities related to these discontinued operations are presented separately on the consolidated balance sheets, and any cash flows related to these discontinued operations are presented separately in the consolidated statements of cash flows. All prior period information has been reclassified to be consistent with the current period presentation.


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The following amounts related to the French operations were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations (in thousands):
             
  Years Ended November 30, 
  2007  2006  2005 
 
Revenues $911,841  $1,623,709  $1,286,969 
Construction and land costs  (680,234)  (1,187,484)  (933,371)
Selling, general and administrative expenses  (129,407)  (251,104)  (215,121)
             
Operating income  102,200   185,121   138,477 
Interest income  1,199   643   681 
Interest expense, net of amounts capitalized     (2,045)  (2,529)
Minority interests  (38,665)  (68,020)  (54,052)
Equity in income of unconsolidated joint ventures  4,118   10,505   6,101 
             
Income from discontinued operations before income taxes  68,852   126,204   88,678 
Income tax expense  (21,600)  (36,800)  (19,500)
             
Income from discontinued operations, net of income taxes $47,252  $89,404  $69,178 
             
The following is a summary of the assets and liabilities of the French discontinued operations. The amounts presented below were derived from historical financial information and adjusted to exclude intercompany receivables and payables between the French discontinued operations and the Company (in thousands):
     
  November 30,
 
  2006 
 
Assets    
Cash $88,724 
Receivables  435,520 
Inventories  703,120 
Investments in unconsolidated joint ventures  16,489 
Goodwill  56,482 
Other assets  94,040 
     
Total assets $1,394,375 
     
Liabilities    
Accounts payable $594,576 
Accrued expenses and other liabilities  183,580 
Mortgages and notes payable  205,469 
Minority interests  183,895 
     
Total liabilities $1,167,520 
     
The Company also had cumulative foreign currency translation adjustments of $63.2 million related to the French discontinued operations as of November 30, 2006 that were included in stockholders’ equity.


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Note 20.21.  Quarterly Results (unaudited)
 
ConsolidatedThe following tables present consolidated quarterly results for the Company for the years ended November 30, 20072010 and 2006 follow2009 (in thousands, except per share amounts):
 
                 
  First  Second  Third  Fourth 
 
2007                
Revenues $1,388,838  $1,413,208  $1,543,900  $2,070,580 
Gross profit (loss)  208,370   (69,419)  (461,774)  (102,965)
Income (loss) from continuing operations  10,655   (174,152)  (478,620)  (772,653)
Income from discontinued operations, net of income taxes (a)  16,882   25,466   443,008    
Net income (loss)  27,537   (148,686)  (35,612)  (772,653)
                 
Basic earnings (loss) per share:                
Continuing operations $.14  $(2.26) $(6.19) $(9.99)
Discontinued operations  .22   .33   5.73    
                 
Basic earnings (loss) per share $.36  $(1.93) $(.46) $(9.99)
                 
Diluted earnings (loss) per share:                
Continuing operations $.13  $(2.26) $(6.19) $(9.99)
Discontinued operations  .21   .33   5.73    
                 
Diluted earnings (loss) per share $.34  $(1.93) $(.46) $(9.99)
                 
                 
2006                
Revenues $1,882,271  $2,202,275  $2,283,865  $3,011,672 
Gross profit  482,566   561,086   479,129   171,043 
Income (loss) from continuing operations  159,118   184,429   129,342   (79,942)
Income from discontinued operations, net of income taxes (a)  14,216   21,016   23,872   30,300 
Net income (loss)  173,334   205,445   153,214   (49,642)
                 
Basic earnings (loss) per share:                
Continuing operations $1.96  $2.33  $1.66  $(1.04)
Discontinued operations  .18   .26   .31   .40 
                 
Basic earnings (loss) per share $2.14  $2.59  $1.97  $(.64)
                 
Diluted earnings (loss) per share:                
Continuing operations $1.85  $2.20  $1.60  $(1.04)
Discontinued operations  .16   .25   .30   .40 
                 
Diluted earnings (loss) per share $2.01  $2.45  $1.90  $(.64)
                 
                 
  First  Second  Third  Fourth 
 
                 
2010                
Revenues $263,978  $374,052  $501,003  $450,963 
Gross profit  35,971   65,671   87,008   84,825 
Pretax income (loss)  (54,504)  (30,609)  (6,697)  15,442 
Net income (loss)  (54,704)  (30,709)  (1,397)  17,442 
                 
Basic and diluted earnings (loss) per share $(.71) $(.40) $(.02) $.23 
                 
2009                
Revenues $ 307,361  $ 384,470  $ 458,451  $ 674,568 
Gross profit  14,783   6,115   41,773   3,833 
Pretax loss  (59,572)  (83,583)  (77,048)  (90,981)
Net income (loss)  (58,072)  (78,383)  (66,048)  100,719 
                 
Basic and diluted earnings (loss) per share $(.75) $(1.03) $(.87) $1.31 
                 
(a)Discontinued operations are comprised of the Company’s French operations, which have been presented as discontinued operations for all periods presented. Income from discontinued operations, net of income taxes, in 2007 includes a gain of $438.1 million realized on the sale of the French operations.
 
Included in gross profit (loss) in the second,first, third and fourth quarters of 20072010 were pretax, noncash inventory impairment charges of $261.2$6.8 million, $610.3$1.4 million and $233.5$1.6 million, respectively, and pretax, noncash charges for land option contract abandonments of $5.7$6.5 million, $62.7$2.0 million and $72.0$1.6 million, respectively. The loss from continuing operations
Included in gross profit in the first, second, third and fourth quarters of 20072009 were pretax, noncash inventory impairment charges of $24.4 million, $5.7 million, $22.8 million and $67.9 million, respectively, and pretax, noncash charges for land option contract abandonments of $.3 million, $36.5 million, $1.7 million and $8.8 million, respectively.


92


The pretax loss in the first, second, third and fourth quarters of 2009 also included pretax charges for joint venture impairments of $41.3$7.6 million, $17.1$7.2 million, $23.2 million and $97.9$.5 million, respectively. In
The net loss in the fourth quarterfirst, second and third quarters of 2006, the gross profit reflected pretax2010 included charges of $215.7$21.2 million, for inventory impairments$12.8 million and $88.3$3.0 million, for land option contract abandonments. The loss from continuing operationsrespectively, to record valuation allowances against net deferred tax assets in accordance with ASC 740. Net income in the fourth quarter of 2006 also2010 included a pretax chargedecrease of $39.3$10.4 million for joint venture impairments.


77


The loss from continuing operations in the deferred tax asset valuation allowance. The net loss in the first, second and third quarterquarters of 20072009 included a pretax chargecharges of $107.9$22.7 million, for goodwill impairment recorded$31.7 million and $35.5 million, respectively, to record valuation allowances against net deferred tax assets in accordance with SFAS No. 142.
InASC 740. The charge in the first quarter of 2009 was substantially offset by a reduction of deferred tax assets due to the forfeiture of certain equity-based awards. Net income in the fourth quarter of 2007, the loss from continuing operations, net of income taxes,2009 included a chargedecrease of $514.2$196.3 million to record ain the deferred tax asset valuation allowance on deferred taxesprimarily due to the benefit derived from the Company’s carryback of its 2009 NOLs to offset earnings it generated in 2004 and 2005 in accordance with SFAS No. 109.federal tax legislation enacted in that quarter.
 
Quarterly andyear-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not agree with per share amounts for the year.
 
Note 21.22.  Supplemental Guarantor Information
 
The Company’s obligations to pay principal, premium, if any, and interest under certain debt instrumentsits senior notes are guaranteed on a joint and several basis by the Guarantor Subsidiaries. The guarantees are full and unconditional and the Guarantor Subsidiaries are 100% owned by the Company. The Company has determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor Subsidiaries is presented.
In connection with the Company’s voluntary termination of the Credit Facility effective March 31, 2010, the Released Subsidiaries were released and discharged from guaranteeing any obligations with respect to the Company’s senior notes. Accordingly, the supplemental financial information presented below reflects the relevant subsidiaries that were Guarantor Subsidiaries as of the respective periods then ended.


7893


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(In Thousands)
 
                     
  Year Ended November 30, 2007 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Revenues $  $4,752,649  $1,663,877  $  $6,416,526 
                     
Homebuilding:                    
Revenues $  $4,752,649  $1,647,942  $  $6,400,591 
Construction and land costs     (5,299,357)  (1,527,022)     (6,826,379)
Selling, general and administrative expenses  (104,646)  (518,912)  (201,063)     (824,621)
Goodwill impairment  (107,926)           (107,926)
                     
Operating loss  (212,572)  (1,065,620)  (80,143)     (1,358,335)
Loss on early redemption/interest expense, net of amounts capitalized  179,100   (146,204)  (45,886)     (12,990)
Other, net  21,869   (19,912)  (125,238)     (123,281)
                     
Homebuilding pretax loss  (11,603)  (1,231,736)  (251,267)     (1,494,606)
Financial services pretax income        33,836      33,836 
                     
Loss from continuing operations before income taxes  (11,603)  (1,231,736)  (217,431)     (1,460,770)
Income tax benefit  400   38,800   6,800      46,000 
                     
Loss from continuing operations before equity in net loss of subsidiaries  (11,203)  (1,192,936)  (210,631)     (1,414,770)
Income from discontinued operations, net of income taxes        485,356      485,356 
                     
Income (loss) before equity in net income (loss) of subsidiaries  (11,203)  (1,192,936)  274,725      (929,414)
Equity in net income (loss) of subsidiaries:                    
Continuing operations  (1,403,567)        1,403,567    
Discontinued operations  485,356         (485,356)   
                     
Net income (loss) $(929,414) $(1,192,936) $274,725  $918,211  $(929,414)
                     
                     
                     
  Year Ended November 30, 2006 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Revenues $  $7,386,128  $1,993,955  $  $9,380,083 
                     
Homebuilding:                    
Revenues $  $7,386,128  $1,973,715  $  $9,359,843 
Construction and land costs     (5,875,431)  (1,790,588)     (7,666,019)
Selling, general and administrative expenses  (156,099)  (713,519)  (253,890)     (1,123,508)
                     
Operating income (loss)  (156,099)  797,178   (70,763)     570,316 
Interest expense, net of amounts capitalized  201,837   (153,141)  (65,374)     (16,678)
Other, net  28,909   (21,787)  (22,449)     (15,327)
                     
Homebuilding pretax income (loss)  74,647   622,250   (158,586)     538,311 
Financial services pretax income        33,536      33,536 
                     
Income (loss) from continuing operations before income taxes  74,647   622,250   (125,050)     571,847 
Income tax benefit (expense)  (23,400)  (194,600)  39,100      (178,900)
                     
Income (loss) from continuing operations before equity in net income of subsidiaries  51,247   427,650   (85,950)     392,947 
Income from discontinued operations, net of income taxes        89,404      89,404 
                     
Income before equity in net income of subsidiaries  51,247   427,650   3,454      482,351 
Equity in net income of subsidiaries:                    
Continuing operations  341,700         (341,700)   
Discontinued operations  89,404         (89,404)   
                     
Net income $482,351  $427,650  $3,454  $(431,104) $482,351 
                     
                     
  Year Ended November 30, 2010 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Revenues $         —  $    429,917  $    1,160,079  $           —  $1,589,996 
                     
Homebuilding:                    
Revenues $  $429,917  $1,151,846  $   —  $1,581,763 
Construction and land costs     (360,450)  (947,838)     (1,308,288)
Selling, general and administrative expenses  (68,149)  (48,233)  (173,138)     (289,520)
                     
Operating income (loss)  (68,149)  21,234   30,870      (16,045)
Interest income  1,770   30   298      2,098 
Interest expense, net of amounts capitalized/loss on early redemption of debt  20,353   (41,686)  (46,974)     (68,307)
Equity in loss of unconsolidated joint ventures     (186)  (6,071)     (6,257)
                     
Homebuilding pretax loss  (46,026)  (20,608)  (21,877)     (88,511)
Financial services pretax income        12,143      12,143 
                     
Total pretax loss  (46,026)  (20,608)  (9,734)     (76,368)
Income tax benefit  4,200   1,900   900      7,000 
Equity in net loss of subsidiaries  (27,542)        27,542    
                     
Net loss $(69,368) $(18,708) $(8,834) $27,542  $(69,368)
                     
                     
  Year Ended November 30, 2009 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Revenues $  $1,608,533  $216,317  $  $1,824,850 
                     
Homebuilding:                    
Revenues $  $1,608,533  $207,882  $  $1,816,415 
Construction and land costs     (1,548,678)  (201,233)     (1,749,911)
Selling, general and administrative expenses  (71,181)  (198,964)  (32,879)     (303,024)
                     
Operating loss  (71,181)  (139,109)  (26,230)     (236,520)
Interest income  5,965   887   663      7,515 
Interest expense, net of amounts capitalized/loss on early redemption of debt  31,442   (74,946)  (8,259)     (51,763)
Equity in loss of unconsolidated joint ventures     (22,840)  (26,775)     (49,615)
                     
Homebuilding pretax loss  (33,774)  (236,008)  (60,601)     (330,383)
Financial services pretax income        19,199      19,199 
                     
Total pretax loss  (33,774)  (236,008)  (41,402)     (311,184)
Income tax benefit  22,700   158,800   27,900      209,400 
Equity in net loss of subsidiaries  (90,710)        90,710    
                     
Net loss $  (101,784) $(77,208) $      (13,502) $      90,710  $(101,784)
                     


7994


                     
  Year Ended November 30, 2005 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Revenues $  $6,560,610  $1,594,071  $  $8,154,681 
                     
Homebuilding:                    
Revenues $  $6,560,610  $1,562,703  $  $8,123,313 
Construction and land costs     (4,677,411)  (1,277,357)     (5,954,768)
Selling, general and administrative expenses  (151,675)  (634,240)  (193,695)     (979,610)
                     
Operating income (loss)  (151,675)  1,248,959   91,651      1,188,935 
Interest expense, net of amounts capitalized  179,743   (152,283)  (43,803)     (16,343)
Other, net  1,322   16,325   97      17,744 
                     
Homebuilding pretax income  29,390   1,113,001   47,945      1,190,336 
Financial services pretax income        11,198      11,198 
                     
Income from continuing operations before income taxes  29,390   1,113,001   59,143      1,201,534 
Income tax expense  (10,900)  (414,100)  (22,000)     (447,000)
                     
Income from continuing operations before equity in net income of subsidiaries  18,490   698,901   37,143      754,534 
Income from discontinued operations, net of income taxes        69,178      69,178 
                     
Income before equity in net income of subsidiaries  18,490   698,901   106,321      823,712 
Equity in net income of subsidiaries:                    
Continuing operations  736,044         (736,044)   
Discontinued operations  69,178         (69,178)   
                     
Net income $823,712  $698,901  $106,321  $(805,222) $823,712 
                     
                     
  Year Ended November 30, 2008 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Revenues $  $2,331,771  $  702,165  $  $3,033,936 
                     
Homebuilding:                    
Revenues $  $2,331,771  $691,398  $  $3,023,169 
Construction and land costs     (2,555,911)  (758,904)     (3,314,815)
Selling, general and administrative expenses  (74,075)  (296,964)  (129,988)     (501,027)
Goodwill impairment  (67,970)           (67,970)
                     
Operating loss  (142,045)  (521,104)  (197,494)     (860,643)
Interest income  31,666   2,524   420      34,610 
Interest expense, net of amounts capitalized/loss on early redemption of debt  56,541   (34,946)  (34,561)     (12,966)
Equity in loss of unconsolidated joint ventures     (10,742)  (142,008)     (152,750)
                     
Homebuilding pretax loss  (53,838)  (564,268)  (373,643)     (991,749)
Financial services pretax income        23,818      23,818 
                     
Total pretax loss  (53,838)  (564,268)  (349,825)     (967,931)
Income tax expense  (400)  (4,600)  (3,200)     (8,200)
Equity in net loss of subsidiaries  (921,893)        921,893    
                     
Net loss $  (976,131) $(568,868) $     (353,025) $     921,893  $(976,131)
                     


8095


CONDENSED CONSOLIDATING BALANCE SHEETS
(In Thousands)
 
                     
  November 30, 2010 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Assets                    
Homebuilding:                    
Cash and cash equivalents $770,603  $      3,619  $      130,179  $           —  $904,401 
Restricted cash  88,714      26,763      115,477 
Receivables  4,205   6,271   97,572      108,048 
Inventories     774,102   922,619      1,696,721 
Investments in unconsolidated joint ventures     37,007   68,576      105,583 
Other assets  68,166   72,805   9,105      150,076 
                     
   931,688   893,804   1,254,814      3,080,306 
Financial services        29,443      29,443 
Investments in subsidiaries  36,279         (36,279)   
                     
Total assets $967,967  $893,804  $1,284,257  $(36,279) $3,109,749 
                     
Liabilities and stockholders’ equity                    
Homebuilding:                    
Accounts payable, accrued expenses and other liabilities $124,609  $150,260  $424,853  $  $699,722 
Mortgages and notes payable  1,632,362   112,368   30,799      1,775,529 
                     
   1,756,971   262,628   455,652      2,475,251 
Financial services        2,620      2,620 
Intercompany  (1,420,882)  631,176   789,706       
Stockholders’ equity  631,878      36,279   (36,279)  631,878 
                     
Total liabilities and stockholders’ equity $967,967  $893,804  $1,284,257  $    (36,279) $3,109,749 
                     
 
                                     
 November 30, 2007 November 30, 2009 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total Corporate Subsidiaries Subsidiaries Adjustments Total 
Assets                                     
Homebuilding:                                     
Cash and cash equivalents $1,104,429  $71,519 $  149,307 $  $1,325,255 $995,122  $56,969  $      122,624  $           —  $1,174,715 
Restricted cash  114,292            114,292 
Receivables  126,531   151,089  18,119     295,739  191,747   109,536   36,647      337,930 
Inventories     2,670,155  642,265     3,312,420     1,374,617   126,777      1,501,394 
Investments in unconsolidated joint ventures     115,402   4,266      119,668 
Other assets  405,306   219,146  103,698     728,150  68,895   85,856   (185)     154,566 
                     
  1,636,266   3,111,909  913,389     5,661,564  1,370,056   1,742,380   290,129      3,402,565 
Financial services       44,392     44,392        33,424      33,424 
Investments in subsidiaries  64,148       (64,148)    35,955         (35,955)   
                     
Total assets $1,700,414  $3,111,909 $957,781 $(64,148) $5,705,956 $1,406,011  $1,742,380  $323,553  $(35,955) $3,435,989 
                     
Liabilities and stockholders’ equity                                     
Homebuilding:                                     
Accounts payable, accrued expenses and other liabilities $210,697  $1,130,047 $334,935 $  $1,675,679 $147,264  $588,203  $165,878  $  $901,345 
Mortgages and notes payable  2,142,654   19,140       2,161,794  1,656,402   163,967   1      1,820,370 
                     
  2,353,351   1,149,187  334,935     3,837,473  1,803,666   752,170   165,879      2,721,715 
Financial services       17,796     17,796        7,050      7,050 
Intercompany  (2,503,624)  1,962,722  540,902       (1,104,879)  990,210   114,669       
Stockholders’ equity  1,850,687     64,148  (64,148)  1,850,687  707,224      35,955   (35,955)  707,224 
                     
Total liabilities and stockholders’ equity $1,700,414  $3,111,909 $957,781 $ (64,148) $5,705,956 $1,406,011  $1,742,380  $323,553  $   (35,955) $3,435,989 
                     


8196


 
                     
  November 30, 2006 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Assets                    
Homebuilding:                    
Cash and cash equivalents $447,221  $150,829  $101,991  $  $700,041 
Receivables  5,306   192,815   25,956      224,077 
Inventories     4,589,308   1,162,335      5,751,643 
Other assets  727,754   237,248   184,576      1,149,578 
                     
   1,180,281   5,170,200   1,474,858      7,825,339 
Financial services        44,024      44,024 
Assets of discontinued operations        1,394,375      1,394,375 
Investments in subsidiaries  400,691         (400,691)   
                     
Total assets $1,580,972  $5,170,200  $2,913,257  $(400,691) $9,263,738 
                     
                     
Liabilities and stockholders’ equity                    
Homebuilding:                    
Accounts payable, accrued expenses and other liabilities $436,279  $1,450,342  $340,239  $  $2,226,860 
Mortgages and notes payable  2,791,213   102,567   26,554      2,920,334 
                     
   3,227,492   1,552,909   366,793      5,147,194 
Financial services        26,276      26,276 
Liabilities of discontinued operations        1,167,520      1,167,520 
Intercompany  (4,569,268)  3,617,291   951,977       
Stockholders’ equity  2,922,748      400,691   (400,691)  2,922,748 
                     
Total liabilities and stockholders’ equity $1,580,972  $5,170,200  $2,913,257  $(400,691) $9,263,738 
                     


82


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In Thousands)
 
                                        
 Year Ended November 30, 2007  Year Ended November 30, 2010 
 KB Home
 Guarantor
 Non-Guarantor
 Consolidating
    KB Home
 Guarantor
 Non-Guarantor
 Consolidating
   
 Corporate Subsidiaries Subsidiaries Adjustments Total  Corporate Subsidiaries Subsidiaries Adjustments Total 
Cash flows from operating activities:                                        
Net loss $(929,414) $(1,192,936) $(210,631) $1,403,567  $(929,414) $(69,368) $(18,708) $(8,834) $27,542  $(69,368)
Income from discontinued operations, net of income taxes        (47,252)     (47,252)
Gain on sale of discontinued operations, net of income taxes  (438,104)           (438,104)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:                                        
Inventory and joint venture impairments and land option contract abandonments     1,209,775   200,570      1,410,345 
Goodwill impairment  107,926            107,926 
Inventory impairments and land option contract abandonments     1,980   17,945      19,925 
Changes in assets and liabilities:                                        
Receivables  187,542   3,557   20,219      211,318 
Inventories     367,142   412,733      779,875      (99,216)  (30,118)     (129,334)
Accounts payable, accrued expenses and other liabilities  (16,973)  (65,878)  (116,354)     (199,205)
Other, net  (272,193)  161,717   123,997      13,521   (8,461)  1,794   39,367      32,700 
           
Net cash provided (used) by operating activities — continuing operations  (1,531,785)  545,698   479,417   1,403,567   896,897 
Net cash provided by operating activities — discontinued operations        297,397      297,397 
                      
Net cash provided (used) by operating activities  (1,531,785)  545,698   776,814   1,403,567   1,194,294   92,740   (176,471)  (77,775)  27,542   (133,964)
                      
Cash flows from investing activities:                                        
Sale of discontinued operations, net of cash divested  739,764            739,764 
Investments in unconsolidated joint ventures     (71,147)  (170,404)     (241,551)     (517)  (15,152)     (15,669)
Other, net  (558)  (201)  1,444      685 
Purchases of property and equipment, net  (229)  (70)  (121)     (420)
                      
Net cash provided (used) by investing activities — continuing operations  739,206   (71,348)  (168,960)     498,898 
Net cash used by investing activities — discontinued operations        (12,112)     (12,112)
           
Net cash provided (used) by investing activities  739,206   (71,348)  (181,072)     486,786 
Net cash used by investing activities  (229)  (587)  (15,273)     (16,089)
                      
Cash flows from financing activities:                                        
Redemption of term loan  (400,000)           (400,000)
Redemption of senior subordinated notes  (250,000)           (250,000)
Payments on mortgages, land contracts and other loans     (87,566)  (26,553)     (114,119)
Other, net  (70,874)  (4,463)  4,463      (70,874)
Change in restricted cash  25,578      (26,763)     (1,185)
Payments on mortgages and land contracts due to land sellers and other loans     (81,041)  (20,113)     (101,154)
Issuance of common stock under employee stock plans  1,851            1,851 
Excess tax benefit associated with exercise of stock options  583            583 
Payments of cash dividends  (19,223)           (19,223)
Repurchases of common stock  (350)           (350)
Intercompany  2,170,661   (461,631)  (305,463)  (1,403,567)     (325,469)  217,240   135,771   (27,542)   
           
Net cash provided (used) by financing activities — continuing operations  1,449,787   (553,660)  (327,553)  (1,403,567)  (834,993)
Net cash used by financing activities — discontinued operations        (306,527)     (306,527)
                      
Net cash provided (used) by financing activities  1,449,787   (553,660)  (634,080)  (1,403,567)  (1,141,520)  (317,030)  136,199   88,895   (27,542)  (119,478)
                      
Net increase (decrease) in cash and cash equivalents  657,208   (79,310)  (38,338)     539,560 
Net decrease in cash and cash equivalents  (224,519)  (40,859)  (4,153)     (269,531)
Cash and cash equivalents at beginning of year  447,221   150,829   206,132      804,182   995,122   44,478   138,361      1,177,961 
                      
Cash and cash equivalents at end of year $1,104,429  $71,519  $167,794  $  $1,343,742  $770,603  $3,619  $134,208  $  $908,430 
                      


8397


 
                     
  Year Ended November 30, 2006 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net income (loss) $482,351  $427,650  $(85,950) $(341,700) $482,351 
Income from discontinued operations, net of income taxes        (89,404)     (89,404)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:                    
Inventory and joint venture impairments
and land option contract abandonments
     280,437   150,802      431,239 
Changes in assets and liabilities:                    
Inventories     (156,135)  (200,207)     (356,342)
Other, net  (154,187)  150,525   16,033      12,371 
                     
Net cash provided (used) by operating activities — continuing operations  328,164   702,477   (208,726)  (341,700)  480,215 
Net cash provided by operating activities — discontinued operations        229,505      229,505 
                     
Net cash provided by operating activities  328,164   702,477   20,779   (341,700)  709,720 
                     
Cash flows from investing activities:                    
Sale of investment in unconsolidated joint venture  57,767            57,767 
Investments in unconsolidated joint ventures  22,587   (126,300)  (134,073)     (237,786)
Other, net  (3,146)  (8,674)  (5,046)     (16,866)
                     
Net cash provided (used) by investing activities — continuing operations  77,208   (134,974)  (139,119)     (196,885)
Net cash used by investing activities — discontinued operations        (4,477)     (4,477)
                     
Net cash provided (used) by investing activities  77,208   (134,974)  (143,596)     (201,362)
                     
Cash flows from financing activities:                    
Net payments on credit agreements and
other short-term borrowings
  (84,100)           (84,100)
Proceeds from issuance of senior notes and term loan  698,458            698,458 
Repurchases of common stock  (394,080)           (394,080)
Other, net  11,313   (33,494)  (12,236)     (34,417)
Intercompany  (244,421)  (519,129)  421,850   341,700    
                     
Net cash provided (used) by financing activities — continuing operations  (12,830)  (552,623)  409,614   341,700   185,861 
Net cash used by financing activities — discontinued operations        (215,010)     (215,010)
                     
Net cash provided (used) by financing activities  (12,830)  (552,623)  194,604   341,700   (29,149)
                     
Net increase in cash and cash equivalents  392,542   14,880   71,787      479,209 
Cash and cash equivalents at beginning of year  54,679   135,949   134,345      324,973 
                     
Cash and cash equivalents at end of year $447,221  $150,829  $206,132  $  $804,182 
                     
                     
  Year Ended November 30, 2009 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net loss $(101,784) $(77,208) $(13,502) $90,710  $(101,784)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:                    
Inventory impairments and land option contract abandonments     153,294   14,855      168,149 
Changes in assets and liabilities:                    
Receivables  26,853   33,210   (24,396)     35,667 
Inventories     216,554   216,521      433,075 
Accounts payable, accrued expenses and other liabilities  (47,284)  (83,316)  (122,020)     (252,620)
Other, net  22,313   24,411   20,701      67,425 
                     
Net cash provided (used) by operating activities  (99,902)  266,945   92,159   90,710   349,912 
                     
Cash flows from investing activities:                    
Investments in unconsolidated joint ventures     (14,517)  (5,405)     (19,922)
Sales (purchases) of property and equipment, net  (142)  (1,497)  264      (1,375)
                     
Net cash used by investing activities  (142)  (16,014)  (5,141)     (21,297)
                     
Cash flows from financing activities:                    
Change in restricted cash  1,112            1,112 
Proceeds from issuance of senior notes  259,737            259,737 
Payment of senior notes issuance costs  (4,294)           (4,294)
Repayment of senior and senior subordinated notes  (453,105)           (453,105)
Payments on mortgages and land contracts due to land sellers and other loans     (78,983)        (78,983)
Issuance of common stock under employee stock plans  3,074            3,074 
Payments of cash dividends  (19,097)           (19,097)
Repurchases of common stock  (616)           (616)
Intercompany  321,298   (140,046)  (90,542)  (90,710)   
                     
Net cash provided (used) by financing activities  108,109   (219,029)  (90,542)  (90,710)  (292,172)
                     
Net increase (decrease) in cash and cash equivalents  8,065   31,902   (3,524)     36,443 
Cash and cash equivalents at beginning of year  987,057   25,067   129,394      1,141,518 
                     
Cash and cash equivalents at end of year $995,122  $56,969  $125,870  $  $1,177,961 
                     


8498


                     
  Year Ended November 30, 2005 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net income $823,712  $698,901  $37,143  $(736,044) $823,712 
Income from discontinued operations, net of income taxes        (69,178)     (69,178)
Adjustments to reconcile net income to net cash provided (used) by operating activities:                    
Changes in assets and liabilities:                    
Inventories     (1,459,530)  (348,063)     (1,807,593)
Other, net  283,120   399,531   199,446      882,097 
                     
Net cash provided (used) by operating activities — continuing operations  1,106,832   (361,098)  (180,652)  (736,044)  (170,962)
Net cash provided by operating activities — discontinued operations        86,715      86,715 
                     
Net cash provided (used) by operating activities  1,106,832   (361,098)  (93,937)  (736,044)  (84,247)
                     
Cash flows from investing activities:                    
Sale of mortgage banking assets        42,396      42,396 
Other, net  (8,439)  (83,107)  (46,886)     (138,432)
                     
Net cash used by investing activities — continuing operations  (8,439)  (83,107)  (4,490)     (96,036)
Net cash used by investing activities — discontinued operations        (1,938)     (1,938)
                     
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)     (71,629)     (378,529)
Proceeds from issuance of senior notes  747,591            747,591 
Repurchases of common stock  (134,713)           (134,713)
Other, net  54,290   (60,037)  6,800      1,053 
Intercompany  (1,501,912)  531,222   234,646   736,044    
                     
Net cash provided (used) by financing activities — continuing operations  (1,141,644)  471,185   169,817   736,044   235,402 
Net cash used by financing activities — discontinued operations        (119,213)     (119,213)
                     
Net cash provided (used) by financing activities  (1,141,644)  471,185   50,604   736,044   116,189 
                     
Net increase (decrease) in cash and cash equivalents  (43,251)  26,980   (49,761)     (66,032)
Cash and cash equivalents at beginning of year  97,930   108,969   184,106      391,005 
                     
Cash and cash equivalents at end of year $54,679  $135,949  $134,345  $  $324,973 
                     
 
                     
  Year Ended November 30, 2008 
  KB Home
  Guarantor
  Non-Guarantor
  Consolidating
    
  Corporate  Subsidiaries  Subsidiaries  Adjustments  Total 
 
Cash flows from operating activities:                    
Net loss $(976,131) $(568,868) $    (353,025) $  921,893  $(976,131)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:                    
Provision for deferred income taxes  221,306            221,306 
Inventory impairments and land option contract abandonments     469,017   137,774      606,791 
Goodwill impairment  67,970            67,970 
Changes in assets and liabilities:                    
Receivables  (92,069)  24,376   7,128      (60,565)
Inventories     409,629   136,221      545,850 
Accounts payable, accrued expenses and other liabilities  (20,246)  (210,319)  (52,216)     (282,781)
Other, net  48,519   19,978   150,385      218,882 
                     
Net cash provided (used) by operating activities  (750,651)  143,813   26,267   921,893   341,322 
                     
Cash flows from investing activities:                    
Investments in unconsolidated joint ventures     8,985   (68,610)     (59,625)
Sales (purchases) of property and equipment, net  5,837   (55)  1,291      7,073 
                     
Net cash provided (used) by investing activities  5,837   8,930   (67,319)     (52,552)
                     
Cash flows from financing activities:                    
Change in restricted cash  (115,404)           (115,404)
Repayment of senior subordinated notes  (305,814)           (305,814)
Payments on mortgages and land contracts due to land sellers and other loans     (12,800)        (12,800)
Issuance of common stock under employee stock plans  6,958            6,958 
Payments of cash dividends  (62,967)           (62,967)
Repurchases of common stock  (967)           (967)
Intercompany  1,105,636   (186,395)  2,652   (921,893)   
                     
Net cash provided (used) by financing activities  627,442   (199,195)  2,652   (921,893)  (490,994)
                     
Net decrease in cash and cash equivalents  (117,372)  (46,452)  (38,400)     (202,224)
Cash and cash equivalents at beginning of year  1,104,429   71,519   167,794      1,343,742 
                     
Cash and cash equivalents at end of year $987,057  $25,067  $129,394  $  $1,141,518 
                     
Note 22.  Subsequent Event
On January 25, 2008, the Company entered into the fourth amendment to the Credit Facility. The fourth amendment amends the minimum consolidated tangible net worth the Company is required to maintain under the Credit Facility and reduces the aggregate commitment under the Credit Facility from $1.50 billion to $1.30 billion. Consenting lenders to the fourth amendment received a fee in connection with this amendment.


8599


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Stockholders of KB Home:
 
We have audited the accompanying consolidated balance sheets of KB Home as of November 30, 20072010 and 2006,2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended November 30, 2007.2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of KB Home at November 30, 20072010 and 2006,2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 30, 2007,2010, 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 Note 16 to the consolidated financial statements, in 2007 the Company changed its method of accounting for defined postretirement benefit plans.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of KB Home’s internal control over financial reporting as of November 30, 2007,2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 25, 200831, 2011 expressed an unqualified opinion thereon.
 
YOUNG LLP)">
 
Los Angeles, California
January 25, 200831, 2011


86100


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of KB Home:
We have audited KB Home’s internal control over financial reporting as of November 30, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). KB Home’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, KB Home maintained, in all material respects, effective internal control over financial reporting as of November 30, 2007, 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, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended November 30, 2007 and our report dated January 25, 2008 expressed an unqualified opinion thereon.
YOUNG LLP)">
Los Angeles, California
January 25, 2008


87


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 we are required to disclose in the reports we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to management, including the President and Chief Executive Officer (the “Principal Executive Officer”) and Executive Vice President 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 ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of November 30, 2007.1934. Based on this evaluation, our ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer concluded that our disclosure controls and procedures were effective as of November 30, 2007.2010.
 
Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(a)  Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined inRule 13a-15(f) under the Securities and Exchange Act of 1934. Under the supervision and with the participation of senior management, including our ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation under that framework and applicable SEC rules, our management concluded that our internal control over financial reporting was effective as of November 30, 2007.2010.
 
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this annual report, has issued its report on the effectiveness of our internal control over financial reporting as of November 30, 2010.
(b)  Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of KB Home:
We have audited KB Home’s internal control over financial reporting as of November 30, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). KB Home’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with


101


generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, KB Home maintained, in all material respects, effective internal control over financial reporting as of November 30, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of KB Home as of November 30, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended November 30, 2010 and our report dated January 31, 2011 expressed an unqualified opinion thereon.
Los Angeles, California
January 31, 2011
(c)  Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.  OTHER INFORMATION
 
None.


88102


 
 
The information required by this item for executive officers is set forth under the heading “Executive Officers of the Registrant” in Part I. Except as set forth below, the other information called for by this item is incorporated by reference to the “Corporate Governance and Board Matters” and the “Proposal 1: Election of Directors” sections of our Proxy Statement for the 20082011 Annual Meeting of Stockholders (the “2011 Proxy Statement”), which will be filed with the SEC not later than March 29, 200830, 2011 (120 days after the end of our fiscal year).
 
Ethics Policy
 
We have adopted an Ethics Policy for our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Ethics Policy is available on our website at http://www.kbhome.com/investor.investor.kbhome.com. Stockholders may request a free copy of the Ethics Policy from:
 
   
  KB Home
  Attention: Investor Relations
  10990 Wilshire Boulevard
  Los Angeles, California 90024
  (310) 231-4000
  investorrelations@kbhome.com
 
Within the time period required by the SEC and the New York Stock Exchange, we will post on our website at http://investor.kbhome.com any amendment to our Ethics Policy and any waiver applicable to our principal executive officer, principal financial officer or principal accounting officer, or persons performing similar functions, and our other executive officers or directors.
 
Corporate Governance Principles
 
We have adopted Corporate Governance Principles, which are available on our website at http://www.kbhome.com/investor.investor.kbhome.com. Stockholders may request a free copy of the Corporate Governance Principles from the address, phone number and email address set forth above under “Ethics Policy.”
New York Stock Exchange Annual Certification
On May 4, 2007, we submitted to the New York Stock Exchange a certification of our President 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.
 
Item 11.  EXECUTIVE COMPENSATION
 
The information required by this item is incorporated by reference to the “Corporate Governance and Board Matters” and the “Executive Compensation” sections of ourthe 2011 Proxy Statement for the 2008 Annual Meeting of Stockholders, which will be filed with the SEC not later than March 29, 2008 (120 days after the end of our fiscal year).Statement.
 
Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The information required by this item is incorporated by reference to the “Ownership of KB Home Securities” section of ourthe 2011 Proxy Statement, for the 2008 Annual Meeting of Stockholders, which will be filed with the SEC not later than March 29, 2008 (120 days after the end of our fiscal year), except for the information required by Item 201(d) of Regulation S-K, which is provided below.


89103


The following table providespresents information as of November 30, 20072010 with respect to shares of our common stock that may be issued under our existing compensation plans:
 
                        
Equity Compensation Plan InformationEquity Compensation Plan Information Equity Compensation Plan Information 
     Number of common
      Number of common
 
 Number of
   shares remaining
  Number of
   shares remaining
 
 common shares to
   available for future
  common shares to
   available for future
 
 be issued upon
   issuance under equity
  be issued upon
   issuance under equity
 
 exercise of
 Weighted-average
 compensation plans
  exercise of
 Weighted-average
 compensation plans
 
 outstanding options,
 exercise price of
 (excluding common
  outstanding options,
 exercise price of
 (excluding common
 
 warrants and
 outstanding options,
 shares reflected in
  warrants and
 outstanding options,
 shares reflected in
 
 rights
 warrants and rights
 column(a))
  rights
 warrants and rights
 column(a))
 
Plan category
 (a) (b) (c)  (a) (b) (c) 
Equity compensation plans approved by stockholders  8,173,464  $30.17   501,892   8,798,613  $24.19   21,703 
Equity compensation plans not approved by stockholders        (d)        (1)
              
Total  8,173,464  $30.17   501,892   8,798,613  $24.19   21,703 
              
 
 
(d)(1) Represents the Non-Employee Directors Stock Plan. The Non-Employee Directors Stock Planour current compensation plan for our non-employee directors that provides for an unlimited number of grants of deferred common stock units or stock options to our non-employee directors. The terms of theoptions. These stock units and options granted under the Non-Employee Directors Stock Plan are described in the “Director Compensation” section of our 2011 Proxy Statement, for the 2008 Annual Meeting of Stockholders, which is incorporated herein. Although we may purchase shares of our common stock on the open market to satisfy the payment of these stock awards under the Non-Employee Directors Stock Plan,units and options, to date, all stock awards under the Non-Employee Directors Stock Planof them have been settled in cash. In addition, because ofFurther, under the irrevocable election of each ofnon-employee directors’ current compensation plan, ournon-employee directors tocannot receive payouts in cash of all outstanding stock-based awards granted to them under the Non-Employee Directors Stock Plan, we do not intend to issue any shares of our common stock under the plan.in satisfaction of their stock units or options unless and until approved by our stockholders. Therefore, we are treatingconsider theNon-Employeenon-employee Directors Stock Plandirectors compensation plans as having no available capacity to issue shares of our common stock.
 
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The information required by this item is incorporated by reference to the “Corporate Governance and Board Matters” and the “Other Matters” sections of our 2011 Proxy Statement for the 2008 Annual Meeting of Stockholders, which will be filed with the SEC not later than March 29, 2008 (120 days after the end of our fiscal year).Statement.
 
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The information required by this item is incorporated by reference to the “Independent Auditor Fees and Services” section of our 2011 Proxy Statement for the 2008 Annual Meeting of Stockholders, which will be filed with the SEC not later than March 29, 2008 (120 days after the end of our fiscal year).Statement.


90104


 
PART IV
 
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     Financial Statements
(a) 1.  Financial Statements
 
Reference is made to the index set forth on page 4759 of this Annual Report onForm 10-K.
 
    Exhibits
     
Exhibit
  
Number
 
Description
 
 2.1 Share Purchase Agreement, dated May 22, 2007, by and between KB Home, Kaufman and Broad Development Group, International Mortgage Acceptance Corporation, Kaufman and Broad International, Inc. and Financière Gaillon 8 S.A.S., filed as an exhibit to the Company’s Current Report onForm 8-K dated May 22, 2007, is incorporated by reference herein.
 3.1 Restated Certificate of Incorporation, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.
 3.2 By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.
 4.1 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.
 4.2 Indenture relating to 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.
 4.3 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.
 4.4 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.
 4.5 Specimen 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.
 4.6 Form 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.
 4.7 Indenture and Supplemental Indenture relating to 53/4% Senior Notes due 2014 among the Company, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to the Company’s Registration StatementNo. 333-114761 onForm S-4, are incorporated by reference herein.
 4.8 Specimen of 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.
 4.9 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.
 4.10 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.
 4.11 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.
 4.12 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.


91


     
Exhibit
  
Number
 
Description
 
 4.13 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.
 4.14 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.
 4.15 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 27, 2005, is incorporated by reference herein.
 4.16 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.
 4.17 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.
 4.18 Second 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.
 4.19 Third Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated May 3, 2006, is incorporated by reference herein.
 4.20 Fourth Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.
 4.21 Fifth Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Notes by and between the Company, the Guarantors, and the Trustee, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.
 4.22 Third Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Subordinated Notes by and between the Company, the Guarantors, and the Trustee, and the Guaranties, each dated August 17, 2007, of the Senior Subordinated Notes, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.
 10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.
 10.2* 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.
 10.3* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.
 10.4* 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.
 10.5* 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.
 10.6 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.
 10.7 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.
 10.8* 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.

92


     
Exhibit
  
Number
 
Description
 
 10.9* 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.
 10.10* 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.
 10.11* 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.
 10.12* 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.
 10.13* KB Home Retirement Plan, filed as an exhibit to the Company’s 2002 Annual Report on Form10-K, is incorporated by reference herein.
 10.14* Amended and Restated KB Home 1999 Incentive Plan, as amended, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
 10.15 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.
 10.16 Revolving Loan Agreement, dated as of November 22, 2005, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 23, 2005, is incorporated by reference herein.
 10.17 Term 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.
 10.18* Form of Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
 10.19* Form of Incentive Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
 10.20* 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.
 10.21 First Amendment, dated as of October 10, 2006, to the Revolving Loan Agreement dated as of November 22, 2005 among the Company, the lenders party thereto and Bank of America, N.A., filed as an exhibit to the Company’s Current Report onForm 8-K dated October 19, 2006, is incorporated by reference herein.
 10.22 Tolling Agreement, dated as of November 12, 2006, by and between the Company and Bruce Karatz, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.
 10.23 Second Amendment to the Revolving Loan Agreement dated as of November 22, 2005 among KB Home, the lenders party thereto, and Bank of America, N.A., as administrative agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 12, 2006, is incorporated by reference herein.
 10.24* Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
 10.25* Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.

93


     
Exhibit
  
Number
 
Description
 
 10.26* Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.
 10.27* Amended and Restated 1999 Incentive Plan Performance Stock Agreement between the Company and Jeffrey T. Mezger, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 18, 2007, is incorporated by reference herein.
 10.28* Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
 10.29* Form of Amended and Restated 1999 Incentive Plan Stock Appreciation Right Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
 10.30* Form of Amended and Restated 1999 Incentive Plan Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
 10.31* Form of Phantom Share Agreement for Non-Senior Management, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
 10.32* Form of Over Cap Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
 10.33 Third Amendment Agreement, dated August 17, 2007, to Revolving Loan Agreement, dated as of November 22, 2005, between the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.
 10.34* Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.
 10.35* Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985.
 10.36* Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989.
 10.37 Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order.
 10.38* Kaufman and Broad Home Corporation 1988 Employee Stock Plan, as amended on January 27, 1994.
 12.1 Computation of Ratio of Earnings to Fixed Charges.
 21  Subsidiaries of the Registrant.
 23  Consent of Independent Registered Public Accounting Firm.
 31.1 Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.
 31.2 Certification of 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 theSarbanes-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 theSarbanes-Oxley Act of 2002.
* Management contract or compensatory plan or arrangement in which executive officers are eligible to participate.
     Financial Statement Schedules
     2.  Financial Statement Schedules
 
Financial statement schedules have been omitted because they are not applicable or the required information is shownprovided in the consolidated financial statements andor notes thereto.
     3.  Exhibits
     
Exhibit
  
Number Description
 
 3.1 Restated Certificate of Incorporation, as amended, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 7, 2009, is incorporated by reference herein.
 3.2 By-Laws, as amended and restated on April 5, 2007, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, is incorporated by reference herein.
 4.1 Rights Agreement between the Company and Mellon Investor Services LLC, as rights agent, dated January 22, 2009, filed as an exhibit to the Company’s Current Report on Form 8-K/A dated January 28, 2009, is incorporated by reference herein.
 4.2 Indenture and Supplemental Indenture relating to 53/4% Senior Notes due 2014 among the Company, the Guarantors and Sun Trust Bank, Atlanta, each dated January 28, 2004, filed as exhibits to the Company’s Registration StatementNo. 333-114761 onForm S-4, are incorporated by reference herein.
 4.3 Second Supplemental Indenture relating to 63/8% Senior Notes due 2011 among the Company, the Guarantors and Sun Trust Bank, Atlanta, dated June 30, 2004, filed as an exhibit to the Company’s Registration StatementNo. 333-119228 onForm S-4, is incorporated by reference herein.
 4.4 Third Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated May 3, 2006, is incorporated by reference herein.
 4.5 Fourth Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.
 4.6 Fifth Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Notes by and between the Company, the Guarantors, and the Trustee, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.
 4.7 Specimen of 53/4% Senior Notes due 2014, filed as an exhibit to the Company’s Registration StatementNo. 333-114761 onForm S-4, is incorporated by reference herein.
 4.8 Specimen of 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.
 4.9 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 57/8% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 15, 2004, is incorporated by reference herein.
 4.10 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated June 2, 2005, is incorporated by reference herein.
 4.11 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.
 4.12 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report onForm 8-K dated June 27, 2005, is incorporated by reference herein.

94
105


     
Exhibit
  
Number Description
 
 4.13 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.
 4.14 Specimen of 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.
 4.15 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.
 4.16 Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 30, 2009, is incorporated by reference herein.
 4.17 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 30, 2009, is incorporated by reference herein.
 10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.
 10.2* Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
 10.3* Amendment to Kaufman and Broad, Inc. Executive Deferred Compensation Plan for amounts earned or vested on or after January 1, 2005, effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.4* KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.5* Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
 10.6 Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.
 10.7* KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
 10.8* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.
 10.9* KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
 10.10 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to the Company’s 1998 Annual Report onForm 10-K, is incorporated by reference herein.
 10.11 Trust Agreement between Kaufman and Broad Home Corporation and Wachovia Bank, N.A. as Trustee, dated as of August 27, 1999, filed as an exhibit to the Company’s 1999 Annual Report onForm 10-K, is incorporated by reference herein.
 10.12* Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.13* Form of Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
 10.14* Form of Restricted Stock Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
 10.15* KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.

106


     
Exhibit
  
Number Description
 
 10.16* Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
 10.17* Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
 10.18* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.
 10.19* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.20* KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.21* KB Home Death Benefit Only Plan, filed as an exhibit to the Company’s 2001 Annual Report on Form 10-K, is incorporated by reference herein.
 10.22* Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.23* KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.24* Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.
 10.25* Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
 10.26* Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
 10.27* Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.
 10.28* Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 15, 2008, is incorporated by reference herein.
 10.29* KB Home Executive Severance Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2008, is incorporated by reference herein.
 10.30* Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.
 10.31* KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to the Company’s Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders, is incorporated by reference herein.
 10.32 Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2009, is incorporated by reference herein.
 10.33 Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009, filed as an exhibit to the Company’s 2009 Annual Report onForm 10-K, is incorporated by reference herein.
 10.34 Form of Indemnification Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated April 2, 2010, is incorporated by reference herein.
 10.35* KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, is incorporated by reference herein.
 10.36* Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 20, 2010, is incorporated by reference herein.

107


Exhibit
NumberDescription
10.37*Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 20, 2010, is incorporated by reference herein.
10.38*Agreement, dated July 15, 2010, between the Company and Wendy C. Shiba, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010, is incorporated by reference herein.
10.39*Form of Fiscal Year 2011 Restricted Cash Award Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated October 13, 2010, is incorporated by reference herein.
10.40*†KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger.
12.1†Computation of Ratio of Earnings to Fixed Charges.
21Subsidiaries of the Registrant.
23Consent of Independent Registered Public Accounting Firm.
31.1†Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.
31.2†Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.
32.1†Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.
32.2†Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.
101The following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2010, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
* Management contract or compensatory plan or arrangement in which executive officers are eligible to participate.
† Document filed with this Form 10-K.

108


 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
KB Home
 
 By: /s/  WILLIAM R. HOLLINGERJEFF J. KAMINSKI
William R. HollingerJeff J. Kaminski
SeniorExecutive Vice President and Chief AccountingFinancial Officer
(Principal Accounting Officer)
Dated:Date: January 25, 200827, 2011
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
     
Signature
 
Title
 
Date
 
/s/  JEFFREY T. MEZGER


Jeffrey T. Mezger
 Director, President and
Chief Executive Officer
(Principal Executive Officer)
 January 25, 200827, 2011
     
/s/  DOMENICO CECEREJEFF J. KAMINSKI


Domenico CecereJeff J. Kaminski
 Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
 January 25, 200827, 2011
/s/  WILLIAM R. HOLLINGER


William R. Hollinger
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
January 27, 2011
     
/s/  STEPHEN F. BOLLENBACH


Stephen F. Bollenbach
 Chairman of the Board and Director January 23, 200827, 2011
     
/s/  RONALD W. BURKLEBARBARA T. ALEXANDER


Ronald W. BurkleBarbara T. Alexander
 Director January 23, 200827, 2011
     
/s/  TIMOTHY W. FINCHEM


Timothy W. Finchem
 Director January 18, 200827, 2011
     
/s/  KENNETH M. JASTROW, II


Kenneth M. Jastrow, II
 Director January 23, 200827, 2011
     
/s/  JAMES A.ROBERT L. JOHNSON


James A.Robert L. Johnson
 Director January 23, 2008
/s/  J. TERRENCE LANNI


J. Terrence Lanni
DirectorJanuary 23, 200827, 2011
     
/s/  MELISSA LORA


Melissa Lora
 Director January 23, 200827, 2011
     
/s/  MICHAEL G. MCCAFFERY


Michael G. McCaffery
 Director January 18, 200827, 2011
     
/s/  LESLIE MOONVES


Leslie Moonves
 Director January 23, 200827, 2011
     
/s/  LUIS G. NOGALES


Luis G. Nogales
 Director January 22, 200827, 2011


95109


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


         
    Sequential
 
Exhibit
   Page
 
Number
 Description 
Number
 
 
 4.13 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2005, is incorporated by reference herein.    
 4.14 Specimen of 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.    
 4.15 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 27, 2005, is incorporated by reference herein.    
 4.16 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.    
 4.17 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.    
 4.18 Second 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.    
 4.19 Third Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein, the Subsidiary Guarantor named therein and SunTrust Bank, dated as of May 1, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated May 3, 2006, is incorporated by reference herein.    
 4.20 Fourth Supplemental Indenture relating to the Company’s Senior Notes by and between the Company, the Guarantors named therein and U.S. Bank National Association, dated as of November 9, 2006, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.    
 4.21 Fifth Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Notes by and between the Company, the Guarantors, and the Trustee, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.    
 4.22 Third Supplemental Indenture, dated August 17, 2007, relating to the Company’s Senior Subordinated Notes by and between the Company, the Guarantors, and the Trustee, and the Guaranties, each dated August 17, 2007, of the Senior Subordinated Notes, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.    
 10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.    
 10.2* 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.    
 10.3* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.4* 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.    
 10.5* 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.    


         
    Sequential
 
Exhibit
   Page
 
Number
 Description 
Number
 
 
 10.6 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.    
 10.7 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.    
 10.8* 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.    
 10.9* 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.    
 10.10* 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.    
 10.11* 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.    
 10.12* 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.    
 10.13* KB Home Retirement Plan, filed as an exhibit to the Company’s 2002 Annual Report on Form10-K, is incorporated by reference herein.    
 10.14* Amended and Restated KB Home 1999 Incentive Plan, as amended, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.15 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.    
 10.16 Revolving Loan Agreement, dated as of November 22, 2005, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 23, 2005, is incorporated by reference herein.    
 10.17 Term 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.    
 10.18* Form of Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.    
 10.19* Form of Incentive Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.    
 10.20* 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.    
 10.21 First Amendment, dated as of October 10, 2006, to the Revolving Loan Agreement dated as of November 22, 2005 among the Company, the lenders party thereto and Bank of America, N.A., filed as an exhibit to the Company’s Current Report onForm 8-K dated October 19, 2006, is incorporated by reference herein.    
 10.22 Tolling Agreement, dated as of November 12, 2006, by and between the Company and Bruce Karatz, filed as an exhibit to the Company’s Current Report onForm 8-K dated November 13, 2006, is incorporated by reference herein.    


         
    Sequential
 
Exhibit
   Page
 
Number
 Description 
Number
 
 
 10.23 Second Amendment to the Revolving Loan Agreement dated as of November 22, 2005 among KB Home, the lenders party thereto, and Bank of America, N.A., as administrative agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated December 12, 2006, is incorporated by reference herein.    
 10.24* Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.25* Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.26* Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.    
 10.27* Amended and Restated 1999 Incentive Plan Performance Stock Agreement between the Company and Jeffrey T. Mezger, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.28* Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.29* Form of Amended and Restated 1999 Incentive Plan Stock Appreciation Right Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.30* Form of Amended and Restated 1999 Incentive Plan Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.31* Form of Phantom Share Agreement for Non-Senior Management, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.32* Form of Over Cap Phantom Share Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.    
 10.33 Third Amendment Agreement, dated August 17, 2007, to Revolving Loan Agreement, dated as of November 22, 2005, between the Company, as Borrower, the banks party thereto, and Bank of America, N.A., as Administrative Agent, filed as an exhibit to the Company’s Current Report onForm 8-K dated August 22, 2007, is incorporated by reference herein.    
 10.34* Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.    
 10.35*† Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985.    
 10.36*† Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989.    
 10.37† Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order.    
 10.38*† Kaufman and Broad Home Corporation 1988 Employee Stock Plan, as amended on January 27, 1994.    
 12.1† Computation of Ratio of Earnings to Fixed Charges.    
 21��Subsidiaries of the Registrant.    
         
    Sequential
Exhibit
   Page
Number Description Number
 
 4.13 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 61/4% Senior Notes due 2015, filed as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2005, is incorporated by reference herein.    
 4.14 Specimen of 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.    
 4.15 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 71/4% Senior Notes due 2018, filed as an exhibit to the Company’s Current Report onForm 8-K dated April 3, 2006, is incorporated by reference herein.    
 4.16 Specimen of 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 30, 2009, is incorporated by reference herein.    
 4.17 Form of officers’ certificates and guarantors’ certificates establishing the terms of the 9.100% Senior Notes due 2017, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 30, 2009, is incorporated by reference herein.    
 10.1 Consent Order, Federal Trade Commission Docket No. C-2954, dated February 12, 1979, filed as an exhibit to the Company’s Registration Statement No. 33-6471 on Form S-1, is incorporated by reference herein.    
 10.2* Kaufman and Broad, Inc. Executive Deferred Compensation Plan, effective as of July 11, 1985, filed as an exhibit to the Company’s 2007 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.3* Amendment to Kaufman and Broad, Inc. Executive Deferred Compensation Plan for amounts earned or vested on or after January 1, 2005, effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.4* KB Home 1988 Employee Stock Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.5* Kaufman and Broad Home Corporation Directors’ Deferred Compensation Plan established effective as of July 27, 1989, filed as an exhibit to the Company’s 2007 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.6 Consent decree, dated July 2, 1991, relating to Federal Trade Commission Consent Order, filed as an exhibit to the Company’s 2007 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.7* KB Home Performance-Based Incentive Plan for Senior Management, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.8* Form of Stock Option Agreement under KB Home Performance-Based Incentive Plan for Senior Management, filed as an exhibit to the Company’s 1995 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.9* KB Home 1998 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.    
 10.10 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to the Company’s 1998 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.11 Trust Agreement between Kaufman and Broad Home Corporation and Wachovia Bank, N.A. as Trustee, dated as of August 27, 1999, filed as an exhibit to the Company’s 1999 Annual Report onForm 10-K, is incorporated by reference herein.    


         
    Sequential
Exhibit
 Page
NumberDescriptionNumber
10.12*Amended and Restated KB Home 1999 Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.13*Form of Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
10.14*Form of Restricted Stock Agreement under the Company’s Amended and Restated 1999 Incentive Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended May 31, 2006, is incorporated by reference herein.
10.15*KB Home 2001 Stock Incentive Plan, as amended and restated on October 2, 2008, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.16*Form of Stock Option Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
10.17*Form of Stock Restriction Agreement under the Company’s 2001 Stock Incentive Plan, filed as an exhibit to the Company’s 2006 Annual Report onForm 10-K, is incorporated by reference herein.
10.18*KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to the Company’s 2001 Annual Report onForm 10-K, is incorporated by reference herein.
10.19*KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.20*KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.21*KB Home Death Benefit Only Plan, filed as an exhibit to the Company’s 2001 Annual Report on Form 10-K, is incorporated by reference herein.
10.22*Amendment No. 1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.23*KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to the Company’s 2008 Annual Report on Form 10-K, is incorporated by reference herein.
10.24*Employment Agreement of Jeffrey T. Mezger, dated February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated March 6, 2007, is incorporated by reference herein.
10.25*Amendment to the Employment Agreement of Jeffrey T. Mezger, dated December 24, 2008, filed as an exhibit to the Company’s 2008 Annual Report onForm 10-K, is incorporated by reference herein.
10.26*Form of Stock Option Agreement under the Employment Agreement between the Company and Jeffrey T. Mezger dated as of February 28, 2007, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 18, 2007, is incorporated by reference herein.
10.27*Form of Stock Option Agreement under the Amended and Restated 1999 Incentive Plan for stock option grant to Jeffrey T. Mezger, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2007, is incorporated by reference herein.


         
    Sequential
Exhibit
   Page
Number Description Number
 
 10.28* Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 15, 2008, is incorporated by reference herein.    
 10.29* KB Home Executive Severance Plan, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2008, is incorporated by reference herein.    
 10.30* Form of Fiscal Year 2009 Phantom Shares Agreement, filed as an exhibit to the Company’s Current Report onForm 8-K dated October 8, 2008, is incorporated by reference herein.    
 10.31* KB Home Annual Incentive Plan for Executive Officers, filed as Attachment C to the Company’s Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders, is incorporated by reference herein.    
 10.32 Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to the Company’s Quarterly Report onForm 10-Q for the quarter ended August 31, 2009, is incorporated by reference herein.    
 10.33 Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 9, 2009, filed as an exhibit to the Company’s 2009 Annual Report onForm 10-K, is incorporated by reference herein.    
 10.34 Form of Indemnification Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated April 2, 2010, is incorporated by reference herein.    
 10.35* KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, is incorporated by reference herein.    
 10.36* Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report onForm 8-K dated July 20, 2010, is incorporated by reference herein.    
 10.37* Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan, filed as an exhibit to the Company’s Current Report on Form 8-K dated July 20, 2010, is incorporated by reference herein.    
 10.38* Agreement, dated July 15, 2010, between the Company and Wendy C. Shiba, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010, is incorporated by reference herein.    
 10.39* Form of Fiscal Year 2011 Restricted Cash Award Agreement, filed as an exhibit to the Company’s Current Report on Form 8-K dated October 13, 2010, is incorporated by reference herein.    
 10.40*† KB Home 2010 Equity Incentive Plan Stock Option Agreement for performance stock option grant to Jeffrey T. Mezger.    
 12.1† Computation of Ratio of Earnings to Fixed Charges.    
 21 Subsidiaries of the Registrant.    
 23 Consent of Independent Registered Public Accounting Firm.    
 31.1† Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.    
 31.2† Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.    
 32.1† Certification of Jeffrey T. Mezger, President and Chief Executive Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.    
 32.2† Certification of Jeff J. Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.    


Sequential
Exhibit
   Page
Number
 Description 
Number
 
 23Consent of Independent Registered Public Accounting Firm.101  
31.1†CertificationThe following materials from KB Home’s Annual Report on Form 10-K for the year ended November 30, 2010, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Jeffrey T. Mezger, PresidentOperations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and Chief Executive Officer(v) Notes to Consolidated Financial Statements, tagged as blocks of KB Hometext. Pursuant to Section 302Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of theSarbanes-Oxley Securities Act of 2002.
31.2†Certification1933, as amended, are deemed not filed for purposes of Domenico Cecere, Executive Vice PresidentSection 18 of the Securities and Chief Financial Officer of KB Home Pursuant to Section 302 of theSarbanes-OxleyExchange Act of 2002.
32.1†Certification of Jeffrey T. Mezger, President1934, as amended, and Chief Executive Officer of KB Home Pursuantotherwise are not subject 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, Executive Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.liability under those sections.    
 
 
* Management contract or compensatory plan or arrangement in which executive officers are eligible to participate.
 
† Document filed with thisForm 10-K.