This excerpt taken from the KBH DEF 14A filed Mar 5, 2008.
We believe our KBnxt operational business model provides us with a distinct competitive advantage over other homebuilders. This disciplined, fact-based and process-driven approach to homebuilding, founded on a constant and systematic assessment of consumer preferences and market opportunities, is designed to generate operational efficiencies and return on investment for our business.
We also believe that our success depends on our having a talented and dedicated workforce. Therefore, our compensation and benefit programs aim to attract, motivate and retain the best people and to maximize, through an appropriate investment of resources, their contributions in creating enterprise and stockholder value. To accomplish these goals, we design our compensation and benefit arrangements to appropriately reward the contributions our people make, taking into account the following: their specific roles, responsibilities, experience and skill sets; individual performance; the market rate for comparable jobs; the existing business environment; and our overall financial and operational results. We believe our linking the compensation and benefits we provide to contributions that enhance enterprise and stockholder value establishes a clear alignment between the interests of our employees and our stockholders. We also promote an alignment of employee and stockholder interests by paying a greater proportion of variable (i.e., performance-based) cash and equity-based compensation to our employees as their specific duties and responsibilities increase.
The above goals and considerations provide the basis for our executive compensation philosophy and the specific compensation and benefit arrangements we have with our named executive officers (NEOs). Short- and long-term NEO compensation is based primarily on each NEOs individual performance in achieving meaningful financial and/or operational objectives and metrics that create and sustain enterprise and stockholder value. NEO compensation and benefits are also based on our overall financial results and on our judgment of what we believe is necessary to attract, motivate and retain high caliber individuals in a highly competitive market for senior executive talent. In keeping with our focus of aligning our compensation arrangements with stockholder interests, a significant proportion of NEO compensation is variable and equity-based in nature.
Executive Compensation Oversight. The Compensation Committee, with support from our management and outside advisors, oversees our executive compensation and benefit programs, including the specific compensation and benefit arrangements we have with our NEOs. The Compensation Committee evaluates and, as necessary, adjusts these compensation and benefit arrangements to ensure consistency with our compensation and benefit programs goals.
Compensation Committee Role. In addition to providing general oversight, the Compensation Committee annually reviews and approves goals and objectives for our CEO, evaluates our CEOs performance in light of those goals and objectives, and determines and approves our CEOs compensation based on that performance evaluation, as discussed under the heading Overview of Executive Officer and Non-Employee Director Compensation Processes and Procedures on page 7 above. The Compensation Committee also reviews and approves the compensation of the other NEOs.
Compensation Committee Consultant Role. Semler Brossy Consulting Group LLC serves as the Compensation Committees independent compensation consultant, providing advice and perspective to the Compensation Committee on executive and non-employee director compensation and benefits. Under the Compensation Committees charter, and to maintain its independence and avoid any conflict of interests, Semler Brossy may not work for our management unless the Compensation Committee pre-approves any such work, including fees.
CEO and Managements Role. The Compensation Committee frequently asks for input and support from our management, including our CEO, our Senior Vice President, Human Resources and our Executive Vice President, General Counsel and Secretary and their respective staffs, particularly regarding compensation and benefit plan design and implementation, feedback from employees, and compliance and disclosure requirements. At the request of the Compensation Committee, the CEO reviews and discusses the compensation of the other NEOs and makes recommendations to the Compensation Committee as to annual base salary and short- and long-term incentive compensation awards. Our management is responsible for implementing our compensation and benefit programs under the Compensation Committees oversight. Our management has recently retained a compensation consultant, Towers Perrin, for the purpose of providing compensation and benefits related information, analysis and support.
The following discussion provides additional information and analysis regarding our executive compensation and benefits program and the specific compensation and benefit arrangements we have with our NEOs.
This excerpt taken from the KBH 8-K filed Oct 26, 2006.
The Proposed Amendment and Waiver shall become effective for each series of the Notes (an Effective Date) promptly following (i) execution of one or more supplemental indentures (a Supplemental Indenture) to the Indenture, as determined by KB Home in its sole discretion, (ii) receipt of valid and unrevoked consents from Holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected by such Supplemental Indenture (the Requisite Consents), and (iii) payment of the applicable Consent Fee. Also, at the option of KB Home, the Proposed Amendment and Waiver may become effective (also an Effective Date) with respect to any one series of Notes without regard to the effectiveness of the Proposed Amendment and Waiver with respect to any other series of Notes promptly following (i) execution of a Supplemental Indenture applicable to such series, (ii) receipt of valid and unrevoked consents from Consenting Holders representing, with respect to a particular series of Notes, a majority in aggregate principal amount of the outstanding Notes of such series affected by such Supplemental Indenture (with respect to the effectiveness of the Proposed Amendment and Waiver for any one series of Notes, also the Requisite Consent), and (iii) payment of the Consent Fee to the Consenting Holders of such series.
Notwithstanding the foregoing, KB Home reserves the right to withdraw the Consent Solicitation for any one or more series of Notes for any reason prior to the Effective Date.
If the Proposed Amendment and Waiver becomes effective for any series of Notes, it will be binding on all Holders of such series and their transferees, regardless of whether such Holders have consented to the Proposed Amendment and Waiver. Failure to deliver a Letter of Consent will have the same effect as if a Holder had chosen not to give its consent with respect to the Proposed Amendment.
The delivery of a Letter of Consent will not affect a Holders right to sell or transfer the Notes. If a Holder delivers a Letter of Consent and subsequently transfers its Notes, any payment pursuant to the Consent Solicitation with respect to such Notes will be made to such transferring Holder, unless the consent with respect to such Notes has been effectively revoked by such Holder. In addition, a transferee of Notes after the Record Date for which a consent has not been given may only consent by proxy given by the Record Date Holder.
Beneficial owners of the Notes who wish to provide a consent and whose Notes are held, as of the Record Date, in the name of a broker, dealer, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the Holder of such Notes, to execute promptly and deliver a Letter of Consent on behalf of the beneficial owner on or prior to the Consent Deadline.
This excerpt taken from the KBH 10-K filed Feb 14, 2005.
Overview. Revenues are primarily generated from our (i) homebuilding operations in the U.S. and France, and (ii) our domestic mortgage banking operations. Domestically, our construction revenues are generated from operating divisions in the following four regional groups: West Coast California; Southwest Arizona, Nevada and New Mexico; Central Colorado, Illinois, Indiana and Texas; and Southeast Florida, Georgia, North Carolina and South Carolina. Internationally, we operate in France through a publicly-traded subsidiary, KBSA.
We achieved significant increases in unit deliveries, revenues and diluted earnings per share during the year ended November 30, 2004. Our unit deliveries in 2004 rose 15.8% to 31,646, up from 27,331 unit deliveries posted in 2003. Our total revenues reached $7.05 billion in 2004, increasing 20.5% from $5.85 billion in 2003, which had increased 16.3% from $5.03 billion in 2002. Our revenue growth in 2004 and 2003 reflected an increase in housing revenues driven by increased unit delivery volume and a higher average selling price. Included in our total revenues were mortgage banking revenues of $44.4 million in 2004, $75.1 million in 2003 and $91.9 million in 2002.
Net income for the year ended November 30, 2004 rose 29.7% to $480.9 million, or $11.40 per diluted share, from $370.8 million, or $8.80 per diluted share, for the year ended November 30, 2003. Net income increased in 2004 largely due to higher unit delivery volume and an expanded operating margin.
Net income of $370.8 million in 2003 was higher than the $314.4 million, or $7.15 per diluted share, recorded in 2002. Net income growth in 2003 was driven by the combined effects of higher unit delivery volume, expanded housing gross margins and lower interest expense, partially offset by lower income from mortgage banking operations. Diluted earnings per share for 2003 was favorably impacted by a 4.2% year-over-year decrease in the average number of diluted shares outstanding resulting from our share repurchase activity.
We have continued to expand and geographically diversify our operations in recent years by executing a strategy that includes both organic growth and acquisitions. During 2004, we acquired South Carolina-based Palmetto, which expanded our presence to Charleston, Columbia and Greenville, South Carolina. We also purchased Dura, which marked our entry into Indianapolis, Indiana. Our French subsidiary also expanded during 2004, acquiring Groupe Avantis, one of the leading property developer-builders in the Midi-Pyrénées region of France, and Foncier, a builder of apartment units for traditional homebuyers and private and institutional investors, and vacation properties. Foncier builds primarily in Aquitaine as well as in the Midi-Pyrénées and Languedoc-Rousillon regions of France.