e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to
Commission File Number
PULTE HOMES, INC. 401(K) PLAN
(Full title of the plan)
PULTE HOMES, INC.
(Exact name of Issuer as specified in charter)
100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, MI 48304
(248) 647-2750
(Address, including zip code, and telephone number and
area code, of Issuers principal executive offices)
Dated: June 13, 2008
REQUIRED INFORMATION
4. Financial Statements and Supplemental Schedule for the Plan
The Pulte Homes, Inc. 401(k) Plan (the Plan) is subject to the Employee Retirement Income
Security Act of 1974 (ERISA). In lieu of the requirements of Items 1-3 of this Form, the Plan is
filing financial statements and supplemental schedule prepared in accordance with the financial
reporting requirements of ERISA. The Plan financial statements as of December 31, 2007 and 2006
and for the year ended December 31, 2007 and supplemental schedule as of December 31, 2007, have
been examined by Ernst & Young LLP, Independent Registered Public Accounting Firm, and their report
is included herein.
EXHIBITS
23 Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP
Pulte Homes, Inc. 401(k) Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2007 and 2006, and
Year Ended December 31, 2007
Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Pulte Homes, Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of the Pulte
Homes, Inc. 401(k) Plan as of December 31, 2007 and 2006, and the related statement of changes in
net assets available for benefits for the year then ended. These financial statements are the
responsibility of the Plans 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. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and 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 net assets available for benefits of the Plan at December 31, 2007 and 2006, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2007 is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
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/s/ Ernst & Young LLP
June 9, 2008
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Detroit, Michigan |
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1
Pulte Homes, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2007 |
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2006 |
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Assets |
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Investments: |
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Money market funds, mutual funds,
common collective
trusts, and company stock fund |
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$ |
371,465,500 |
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$ |
403,247,264 |
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Participant loans |
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5,879,587 |
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6,170,776 |
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Total investments |
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377,345,087 |
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409,418,040 |
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Receivables: |
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Employee contributions |
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6,812 |
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14,742 |
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Employer contributions |
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3,455 |
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6,701 |
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Total receivables |
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10,267 |
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21,443 |
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Adjustments from fair value to
contract value for
fully-benefit responsive investment
contracts |
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257,256 |
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286,376 |
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Net assets available for benefits |
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$ |
377,612,610 |
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$ |
409,725,859 |
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See accompanying notes to financial
statements.
2
Pulte Homes, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
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Additions |
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Contributions: |
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Employee |
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$ |
41,700,864 |
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Employee rollovers |
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1,523,908 |
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Employer |
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20,978,226 |
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Total contributions |
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64,202,998 |
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Investment income (loss): |
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Interest and dividends |
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23,271,361 |
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Net realized and unrealized depreciation
in fair value of investments |
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(43,636,753 |
) |
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Total investment income (loss) |
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(20,365,392 |
) |
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Total additions |
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43,837,606 |
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Deductions |
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Distributions to participants |
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(79,149,380 |
) |
Administrative and other expenses |
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(91,296 |
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Total deductions |
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(79,240,676 |
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Net decrease before transfers |
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(35,403,070 |
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Asset transfers into plan |
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3,289,821 |
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Net decrease |
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(32,113,249 |
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Net assets available for benefits, beginning of year |
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409,725,859 |
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Net assets available for benefits, end of year |
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$ |
377,612,610 |
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See accompanying notes to financial statements.
3
Pulte Homes, Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
1. Description of Plan
General
The Pulte Homes, Inc. 401(k) Plan (the Plan) is a defined contribution plan for eligible employees
of Pulte Homes, Inc. (the Company) and affiliated subsidiaries, which have adopted the Plan. The
Plan is administered by the 401(k) Committee (the Committee) appointed by the Board of Directors of
the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan assets are held and investment transactions are executed by Fidelity Management
Trust Company (Fidelity), as trustee and recordkeeper. For more complete information, participants
should refer to the prospectus and summary plan description as well as the Plan document which are
available from the Company.
Eligibility
All non-union, salaried, sales, and hourly employees of the Company and its subsidiaries, which
have adopted the Plan, are eligible to participate on the first day of the month coincident with or
following the completion of six months of employment.
Participant Loans
Generally, participants may borrow up to 50% of their account balance subject to a minimum loan of
$1,000 and a maximum loan of $50,000 reduced by the highest outstanding loan balance during the
preceding 12 months. The loans are secured by the balances in the participants account and bear
interest at a rate commensurate with local prevailing rates as determined by the Committee.
Principal and interest are paid through payroll deductions.
Contributions
Contributions can be invested in various investment options provided by the Plan. Participants may
change their investment directives and contribution amounts on a daily basis.
Participant Contributions Contributions to participants accounts are effected through voluntary
withholdings from their compensation (elective deferrals). Annual contributions for each
participant are subject to participation and discrimination standards of the Internal Revenue Code
(the Code) Section 401(k)(3). Rollover contributions transferred from other qualified retirement
plans or from Individual Retirement Accounts are accepted as permitted by the Plan.
4
Pulte Homes, Inc. 401(k) Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Company Matching Contributions The Company contributes to the Plan an amount based on elective
deferrals of each participant during each payroll period and is equal to 100% of participant
contributions, up to the first 3% of compensation contributed per payroll period, plus 50% of
participant contributions up to the next 2% of compensation. The matching contributions are
intended to satisfy the requirements of the Code Section 401(k)(12).
Catch-up Contributions Participants who have reached an age of at least 50 years old by the end
of the Plan year may elect to increase their elective deferrals as permitted under the Code Section
414(v).
Special Contributions At the discretion of the Board of Directors of the Company, special
contributions may be made and invested in the Pulte Homes Company Stock Fund. However, subsequent
to the initial special contribution, participants may, at their discretion, reallocate these funds
to other investments within the Plans portfolio. Highly compensated employees who are covered
under a stock plan, are not eligible to receive special contributions. There were no special
contributions for the year ended December 31, 2007.
Allocations
Contributions to the Plan are allocated to participants individual accounts on the date of receipt
by the trustee. Special contributions made by the Company and its subsidiaries, if any, are
allocated as of the last day of the Plan year among accounts of eligible participants.
5
Pulte Homes, Inc. 401(k) Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Distributions
Participants or their beneficiaries may receive distributions of their account balances upon the
earlier of reaching age 591/2, death, or termination of service, as defined in the Plan. Further,
the Committee may permit a participant who experiences a qualified financial hardship to receive a
distribution of all or a portion of the participants eligible account balance. Such distributions
are generally made in a lump sum.
Vesting
A participants account balance is fully vested and nonforfeitable as of their first day of
eligibility.
Plan Merger
Effective January 1, 2007, the Pulte Building Systems 401(k) Plan (PBS 401(k) Plan) was merged into
the Plan. As a result of this merger, $3,289,821 of net assets from the PBS 401(k) Plan were
transferred into the Plan on January 3, 2007. Participants of the PBS 401(k) Plan were eligible to
participate in the Plan as of the merger date. There were no further transfers from the PBS 401(k)
Plan to the Plan subsequent to January 3, 2007.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of plan termination, participants will remain fully vested.
Administrative Expenses
Certain administrative expenses of the Plan, such as trustee and recordkeeping fees, were paid
directly by the Company, while other administrative expenses, such as loan administration and some
withdrawal fees, were paid directly by plan participants during 2007.
6
Pulte Homes, Inc. 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
The following are significant accounting policies followed by the Plan:
Investment Valuation and Income Recognition The Plans investments, other than loans to
participants and common collective trusts, are stated at fair value as determined by Fidelity
based on quoted market prices. Investments in securities traded on a national securities
exchange are valued based on published quotations on the last business day of the plan year.
Mutual fund investments are valued based on the market value of the underlying investments as of
the last business day of the plan year. Participant loans are valued at their outstanding
balances.
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP
94-4-1, Reporting on Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan
are required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined contribution
plan attributable to fully benefit-responsive investment contracts because contract value is the
amount participants would receive if they were to initiate permitted transactions under the
terms of the Plan. The Plan invests in investment contracts through common collective trusts
(Fidelity Managed Income Portfolio Fund (FMIP) and Fidelity Managed Income Portfolio Fund II
(FMIPII)). As required by the FSP, the statements of net assets available for benefits present
the fair value of the FMIP and FMIPII and the adjustment from fair value to contract value. The
fair value of the Plans interest in the FMIP and FMIPII funds is based on information reported
by the issuer of the common collective trust at year-end. The contract value of the FMIP and
FMIPII funds represents contributions plus earnings, less participant withdrawals and
administrative expenses.
Purchases and sales of investments are recorded on a trade-date basis. Net appreciation
(depreciation) in the fair value of investments represents the net amount of realized and
unrealized gains and losses on those investments. Interest income is recorded on the accrual
basis. Dividends are recorded when declared.
Payment of Benefits Benefit payments to participants or beneficiaries are recorded upon
distribution.
7
Pulte Homes, Inc. 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Use of Estimates The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and
additions and deductions during the reporting period. Actual results could differ from those
estimates.
Reclassification Certain prior period amounts have been reclassified to conform to the
current year presentation.
New Accounting
Pronouncements In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements, which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair value measurements.
SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Plans management is
currently evaluating the effect of SFAS No. 157 on the Plans financial statements.
3. Investments
The fair value of individual investments that represent 5% or more of the Plans net assets
available for benefits are as follows:
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December 31, |
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2007 |
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2006 |
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Investments: |
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Vanguard Institutional Index Fund |
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$ |
40,901,858 |
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$ |
41,951,304 |
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T. Rowe Price Growth Stock Fund |
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40,134,699 |
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36,497,515 |
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Legg Mason Value Trust |
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22,789,004 |
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* |
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Fidelity Balanced Fund |
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54,699,213 |
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54,315,611 |
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Fidelity Managed Income Portfolio Fund |
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23,610,638 |
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28,493,195 |
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Fidelity Diversified International Fund |
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49,920,744 |
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39,512,412 |
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Fidelity Dividend Growth Fund |
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* |
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25,425,679 |
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Fidelity Low-Priced Stock Fund |
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19,847,604 |
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22,473,350 |
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Pulte Homes, Inc. Company Stock Fund |
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23,615,225 |
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70,017,445 |
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Fidelity Retirement Money Market Portfolio Fund |
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23,319,404 |
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* |
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* |
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Less than 5% of Plans net assets. |
8
Pulte Homes, Inc. 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Net appreciation (depreciation) of the plans investments (including investments bought, sold and
held during the year) for the year ended December 31, 2007 was as follows:
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2007 |
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Pulte Homes, Inc. Company Stock Fund |
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$ |
(45,283,501 |
) |
All other investments |
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1,646,748 |
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$ |
(43,636,753 |
) |
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4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated March 21,
2008, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the
related trust is exempt from taxation. Subsequent to the issuance of the determination letter the
Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The Plan administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax-exempt.
5. Related-Party Transactions
The Plan invests in mutual funds managed by affiliates of the trustee and allows for investments in
shares of the Companys common stock. These transactions with the trustee and the Plan sponsor
qualify as exempt party-in-interest transactions.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risk. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
9
Pulte Homes, Inc. 401(k) Plan
Notes to Financial Statements (continued)
7. Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
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December 31, |
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2007 |
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Net assets available for benefits per the
financial statements |
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$ |
377,612,610 |
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Adjustments from contract value to fair value for
fully benefit responsive investment contracts |
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(257,256 |
) |
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Net assets per the Form 5500 |
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$ |
377,355,354 |
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The following is a reconciliation of total investment income (loss):
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Year Ended |
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December 31, 2007 |
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Total investment income (loss) per the financial statements |
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$ |
(20,365,392 |
) |
Adjustments from contract value to fair value for fully benefit-
responsive investment contracts |
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(257,256 |
) |
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Earnings on investments per the Form 5500 |
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$ |
(20,622,648 |
) |
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10
Pulte Homes, Inc. 401(k) Plan
EIN
#38-2766606 Plan #001
Schedule H,
Line 4i Schedule of Assets
(Held at End of Year)
December 31, 2007
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Identity of Issuer, |
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Description of Investment Including |
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Borrower, Lessor, |
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Maturity Date, Rate of Interest, |
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Shares/ |
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Current |
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or Similar Party |
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Collateral, Par, or Maturity Value |
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Units |
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Cost |
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Value |
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The Vanguard Group of Investment Companies |
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Vanguard Institutional Index Fund |
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304,919 |
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** |
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$ |
40,901,858 |
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Morgan Stanley |
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Morgan Stanley Institutional Fund, Inc. Small Company Growth Portfolio Class A |
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|
910,734 |
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** |
|
|
11,948,835 |
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American Funds |
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American Funds Washington Mutual Investment Fund A |
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|
375,486 |
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** |
|
|
12,627,578 |
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American Beacon |
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American Beacon Small Cap Value Fund |
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|
418,433 |
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** |
|
|
7,368,596 |
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T. Rowe Price |
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T. Rowe Price Growth Stock Fund |
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|
1,192,356 |
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** |
|
|
40,134,699 |
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Legg Mason |
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Legg Mason Value Trust |
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|
323,891 |
|
|
** |
|
|
22,789,004 |
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* Fidelity Investments |
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Fidelity Balanced Fund |
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|
2,789,353 |
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** |
|
|
54,699,213 |
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Fidelity Low-Priced Stock Fund |
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|
482,558 |
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|
** |
|
|
19,847,604 |
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Fidelity Diversified International Fund |
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|
1,251,146 |
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** |
|
|
49,920,744 |
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Fidelity Freedom Income Fund |
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|
97,499 |
|
|
** |
|
|
1,116,360 |
|
|
|
Fidelity Freedom 2000 Fund |
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|
40,234 |
|
|
** |
|
|
497,695 |
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Fidelity Freedom 2005 Fund |
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|
5,343 |
|
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** |
|
|
62,999 |
|
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Fidelity Freedom 2010 Fund |
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|
154,173 |
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** |
|
|
2,284,839 |
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Fidelity Freedom 2015 Fund |
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|
449 |
|
|
** |
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|
5,596 |
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Fidelity Freedom 2020 Fund |
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|
419,947 |
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|
** |
|
|
6,639,368 |
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Fidelity Freedom 2025 Fund |
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|
14,786 |
|
|
** |
|
|
194,883 |
|
|
|
Fidelity Freedom 2030 Fund |
|
|
375,567 |
|
|
** |
|
|
6,204,359 |
|
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Fidelity Freedom 2035 Fund |
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|
1,361 |
|
|
** |
|
|
18,618 |
|
|
|
Fidelity Freedom 2040 Fund |
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|
906,053 |
|
|
** |
|
|
8,815,900 |
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Fidelity Freedom 2045 Fund |
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|
300 |
|
|
** |
|
|
3,402 |
|
|
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Fidelity Freedom 2050 Fund |
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|
8,219 |
|
|
** |
|
|
93,941 |
|
|
|
Fidelity Retirement Money Market Portfolio Fund |
|
|
23,319,404 |
|
|
** |
|
|
23,319,404 |
|
|
|
Fidelity Managed Income Portfolio Fund |
|
|
23,867,227 |
|
|
** |
|
|
23,610,638 |
|
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|
Fidelity Managed Income Portfolio Fund II |
|
|
88,596 |
|
|
** |
|
|
87,930 |
|
|
|
Fidelity U.S. Bond Index Fund |
|
|
1,345,841 |
|
|
** |
|
|
14,656,212 |
|
|
* Company Stock |
|
Pulte Homes, Inc. Company Stock Fund |
|
|
|
|
|
|
|
|
23,615,225 |
|
|
* Participant loans |
|
Individual participant loans with varying maturity dates and interest rates ranging from 4.63% to 10.50% |
|
|
|
|
|
|
|
|
5,879,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
|
|
|
|
|
|
|
|
$ |
377,345,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no investment assets reportable as acquired and disposed of during the year.
|
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* |
|
Party in interest. |
|
** |
|
Participant-directed investments, cost information is omitted. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
administrator of the Plan has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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PULTE HOMES, INC. 401(K) PLAN
By: Pulte Homes, Inc. Plan Administrator |
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By: |
/s/ James R. Ellinghausen
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James R. Ellinghausen |
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Executive Vice President, Human Resources |
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Date: June 13, 2008 |