Stockholders’ Equity | Stockholders’ Equity A summary of changes in stockholders’ equity is presented below (in thousands): Three Months Ended August 31, 2021 and 2020 Number of Shares Common Grantor Treasury Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Grantor Stock Treasury Stock Total Stockholders’ Equity Balance at May 31, 2021 100,151 (6,705) (1,303) $ 100,151 $ 836,353 $ 2,081,288 $ (22,276) $ (72,718) $ (35,933) $ 2,886,865 Net income — — — — — 150,097 — — — 150,097 Dividends on common stock — — — — — (13,168) — — — (13,168) Stock awards — — 3 — (87) — — — 87 — Stock-based compensation — — — — 6,114 — — — — 6,114 Stock repurchases — — (4,669) — — — — — (188,175) (188,175) Balance at August 31, 2021 100,151 (6,705) (5,969) $ 100,151 $ 842,380 $ 2,218,217 $ (22,276) $ (72,718) $ (224,021) $ 2,841,733 Balance at May 31, 2020 122,370 (7,317) (24,526) $ 122,370 $ 806,700 $ 2,255,742 $ (17,149) $ (79,359) $ (597,950) $ 2,490,354 Net income — — — — — 78,415 — — — 78,415 Dividends on common stock — — — — — (8,097) — — — (8,097) Employee stock options/other — — 17 — (421) — — — 421 — Stock-based compensation — — — — 4,636 — — — — 4,636 Balance at August 31, 2020 122,370 (7,317) (24,509) $ 122,370 $ 810,915 $ 2,326,060 $ (17,149) $ (79,359) $ (597,529) $ 2,565,308 Nine Months Ended August 31, 2021 and 2020 Number of Shares Common Grantor Treasury Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Grantor Stock Treasury Stock Total Stockholders’ Equity Balance at November 30, 2020 99,869 (7,124) (1,107) $ 99,869 $ 824,306 $ 1,868,896 $ (22,276) $ (77,265) $ (27,761) $ 2,665,769 Cumulative effect of adoption of ASU 2016-13 — — — — — (226) — — — (226) Net income — — — — — 390,512 — — — 390,512 Dividends on common stock — — — — — (40,965) — — — (40,965) Employee stock options/other 238 — — 238 3,268 — — — — 3,506 Stock awards 44 419 15 44 (4,962) — — 4,547 371 — Stock-based compensation — — — — 19,768 — — — — 19,768 Stock repurchases — — (4,669) — — — — — (188,175) (188,175) Tax payments associated with stock-based compensation awards — — (208) — — — — — (8,456) (8,456) Balance at August 31, 2021 100,151 (6,705) (5,969) $ 100,151 $ 842,380 $ 2,218,217 $ (22,276) $ (72,718) $ (224,021) $ 2,841,733 Balance at November 30, 2019 121,593 (7,631) (24,356) $ 121,593 $ 793,954 $ 2,157,183 $ (15,506) $ (82,758) $ (591,344) $ 2,383,122 Cumulative effect of adoption of ASC 842 — — — — — 1,510 — — — 1,510 Reclassification of stranded tax effects — — — — — 1,643 (1,643) — — — Net income — — — — — 190,152 — — — 190,152 Dividends on common stock — — — — — (24,428) — — — (24,428) Employee stock options/other 709 — 17 709 7,274 — — — 421 8,404 Stock awards 68 314 (15) 68 (3,080) — — 3,399 (387) — Stock-based compensation — — — — 12,767 — — — — 12,767 Tax payments associated with stock-based compensation awards — — (155) — — — — — (6,219) (6,219) Balance at August 31, 2020 122,370 (7,317) (24,509) $ 122,370 $ 810,915 $ 2,326,060 $ (17,149) $ (79,359) $ (597,529) $ 2,565,308 On February 18, 2021, the management development and compensation committee of our board of directors approved the payout of 419,070 shares of our common stock in connection with the vesting of PSUs that were granted to certain employees on October 5, 2017. The shares paid out under the PSUs reflected our achievement of certain performance measures that were based on cumulative earnings per share, average return on invested capital, and revenue growth relative to a peer group of high-production public homebuilding companies over the three-year period from December 1, 2017 through November 30, 2020. Of the shares of common stock paid out, 207,775 shares, or $8.5 million, were purchased by us in the 2021 first quarter to satisfy the recipients’ withholding taxes on the vesting of the PSUs. The shares purchased were not considered repurchases under the authorizations described below. On July 8, 2021, our board of directors authorized us to repurchase up to 5,000,000 shares of our outstanding common stock. This authorization reaffirmed and incorporated the then-current balance of 2,193,947 shares that remained under a prior board-approved share repurchase program. In the 2021 third quarter, we repurchased 4,668,600 shares of our common stock on the open market pursuant to this authorization at a total cost of $188.2 million. Repurchases under the remaining authorization of 331,400 shares may occur periodically through open market purchases, privately negotiated transactions or otherwise, with the timing and amount at management’s discretion and dependent on market and business conditions and other factors. This share repurchase authorization will continue in effect until fully used or earlier terminated or suspended by our board of directors and does not obligate us to purchase any additional shares. Unrelated to the share repurchase program, our board of directors authorized in 2014 the repurchase of not more than 680,000 shares of our outstanding common stock, and also authorized potential future grants of up to 680,000 stock payment awards under the KB Home 2014 Equity Incentive Plan (“2014 Plan”), in each case solely as necessary for director elections in respect of outstanding stock appreciation rights awards granted under our Non-Employee Directors Compensation Plan. The 2014 Plan was amended in April 2016. As of August 31, 2021, we have not repurchased any shares and no stock payment awards have been granted under the 2014 Plan, as amended, pursuant to the respective board of directors’ authorizations. On April 8, 2021, we entered into an Amended Rights Agreement with Computershare Inc., as rights agent, following its approval by our stockholders at our 2021 Annual Meeting held on April 8, 2021. The Amended Rights Agreement amends the Amended and Restated Rights Agreement, dated as of April 12, 2018 (“Prior Rights Agreement”). As with the Prior Rights Agreement, the Amended Rights Agreement is intended to continue to help protect our net operating losses and other deferred tax assets from an ownership change under Internal Revenue Code Section 382. The Amended Rights Agreement extended the latest possible expiration date of the rights issued pursuant to the Prior Rights Agreement to the close of business on April 30, 2024 and made certain other related changes. Otherwise, the Amended Rights Agreement’s terms are substantively the same as those of the Prior Rights Agreement, which were disclosed in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended November 30, 2020. In the three-month period ended August 31, 2021, our board of directors declared, and we paid, a quarterly cash dividend on our common stock of $.15 per share. In the three-month period ended August 31, 2020, our board of directors declared, and we paid, a quarterly cash dividend on our common stock of $.09 per share. Quarterly cash dividends declared and paid on our common stock in the nine-month periods ended August 31, 2021 and 2020 totaled $.45 per share and $.27 per share of common stock, respectively. |