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, 2005
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 23, 2006
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, 2005 and 2004
and for the year ended December 31, 2005 and supplemental schedule as of December 31, 2005, have
been examined by Ernst & Young LLP, Independent Auditors, and their report is included herein.
EXHIBITS
23 Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP
Audited Financial Statements and Supplemental Schedule
Pulte Homes, Inc. 401(k) Plan
December 31, 2005 and 2004, and Year Ended December 31, 2005
With Report of Independent Registered Public Accounting Firm
Pulte Homes, Inc. 401(k) Plan
Audited Financial Statements and Supplemental Schedule
Contents
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1 |
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Audited Financial Statements |
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2 |
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3 |
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Notes to Financial Statements |
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4 |
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10 |
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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 Pulte
Homes, Inc. 401(k) Plan (the Plan) as of December 31, 2005 and 2004, and the related statements of
changes in net assets available for benefits for the years 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, 2005 and 2004, 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, 2005, 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.
June 16, 2006
Detroit, Michigan
1
Pulte Homes, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2005 |
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2004 |
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Assets |
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Investments, at fair value: |
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Money market, mutual funds and company stock |
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$ |
362,553,305 |
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$ |
238,671,596 |
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Investment in Pulte Homes Company
Stock Fund (Note 4) |
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65,566,457 |
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Participant loans |
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5,959,228 |
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5,093,372 |
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Total investments, at fair value |
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368,512,533 |
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309,331,425 |
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Receivables: |
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Employee contributions |
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2,887 |
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2,783 |
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Employer contributions |
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1,692 |
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2,274 |
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Other |
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114,697 |
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Total receivables |
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119,276 |
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5,057 |
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Other liabilities |
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(529,123 |
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Net assets available for benefits |
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$ |
368,102,686 |
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$ |
309,336,482 |
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See notes to accompanying financial statements.
2
Pulte Homes, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2005
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Additions |
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Contributions: |
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Employee |
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$ |
39,667,901 |
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Employee rollovers |
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4,405,333 |
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Employer |
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19,799,450 |
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Total contributions |
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63,872,684 |
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Investment income: |
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Interest and dividends |
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9,523,394 |
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Net realized and unrealized appreciation
in fair value of investments |
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23,001,714 |
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Total investment income |
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32,525,108 |
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Total additions |
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96,397,792 |
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Deductions |
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Distributions to participants |
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(37,588,938 |
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Administrative and other expenses |
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(63,243 |
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Total deductions |
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(37,652,181 |
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Net increase before transfers |
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58,745,611 |
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Asset transfers into plan |
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20,593 |
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Net increase |
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58,766,204 |
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Net assets available for benefits, beginning of year |
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309,336,482 |
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Net assets available for benefits, end of year |
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$ |
368,102,686 |
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See notes to accompanying financial statements.
3
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.
Plan Merger
Effective January 1, 2005, the Pulte Affiliates 401(k) Plan was merged into the Plan. As a result
of this merger, $3,335,289 of net assets from the Pulte Affiliates 401(k) Plan was transferred into
the Plan on December 31, 2004. Participants of the Pulte Affiliates 401(k) Plan were eligible to
participate in the Plan as of the merger date. Accordingly, there were no new contributions made
to the Pulte Affiliates 401(k) Plan on or after January 1, 2005.
Eligibility
All nonunion, regular 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. Temporary employees are not eligible
to participate in the Plan.
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 one or more of the following investment options provided by the
Plan: Vanguard Institutional Index Fund, American Funds Washington Mutual A Investment Fund,
American Beacon Small Cap Value Fund, Morgan Stanley Institutional Fund, Inc. Small Company Growth
Fund, Fidelity Investment Funds, and the Pulte Homes Company Stock Fund. Participants may change
their investment directives and contribution amounts on a daily basis by speaking to a Fidelity
representative or through an interactive voice response system or website.
4
1. Description of Plan (continued)
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).
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 that portion of
the amount contributed as elective deferrals on behalf of each participant for whom such elective
deferrals were made, which does not exceed the elective deferrals up to 3% per payroll period, plus
50% of that portion of the participants elective deferrals in excess of 3% per payroll period, but
not in excess of 5% per payroll period. 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 beginning after December 31, 2004, may elect to increase their elective deferrals
by $4,000 during 2005, and thereafter adjusted 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. The allocation of the special contributions
excludes highly compensated employees covered under a stock option plan. There were no special
contributions for the years ended December 31, 2005 and 2004.
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.
Distributions
Participants or their beneficiaries may receive distributions of their account balances upon the
earlier of reaching age 59-1/2, 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 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.
1. Description of Plan (continued)
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
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 withdrawal fees,
were paid directly by plan participants during 2005.
2. Summary of Significant Accounting Policies
The following are significant accounting policies followed by the Plan:
Investment Valuation and Income Recognition Investments in money market instruments are
carried at cost, which approximates fair value. Investments in mutual funds and Company common
stock are carried at fair value based on quoted market prices. Participant loans are carried at
cost, which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. 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.
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.
3. Investments
During 2005, the Plans investments (including investments purchased, sold, and held during
the period) appreciated in fair value, as determined by quoted market prices, as follows:
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Year Ended |
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December 31, |
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2005 |
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Investments: |
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Vanguard Institutional Index Fund |
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$ |
1,021,123 |
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Fidelity: |
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Balanced Fund |
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2,290,563 |
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Blue Chip Growth Fund |
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1,119,000 |
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Diversified International Fund |
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2,387,135 |
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Pulte Homes Company Stock Fund |
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15,144,562 |
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Other Funds |
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1,039,331 |
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Net realized and unrealized appreciation in fair value of
investments |
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$ |
23,001,714 |
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Investments that represent 5% or more of the fair value of the Plans net assets at December 31,
2005 and 2004 are as follows:
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2005 |
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2004 |
Investments: |
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Fidelity Balanced Fund |
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$ |
48,000,188 |
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$ |
42,786,480 |
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Vanguard Institutional Index Fund |
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35,743,112 |
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35,185,370 |
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Fidelity Low-Priced Stock Fund |
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19,321,548 |
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17,083,661 |
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Fidelity Managed Income Portfolio Fund |
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26,883,087 |
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25,389,460 |
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Fidelity Blue Chip Growth Fund |
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33,933,761 |
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34,611,260 |
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Fidelity Dividend Growth Fund |
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22,296,305 |
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22,080,301 |
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Fidelity Retirement Money Market Portfolio Fund |
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* |
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17,817,113 |
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Fidelity Diversified International Fund |
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22,046,345 |
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* |
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Pulte Homes Company Stock Fund |
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89,128,870 |
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* |
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* |
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Represents less than 5% of fair value of Plans net assets |
4. Investment in Master Trust
At December 31, 2004, the Pulte Homes Company Stock Fund was held in a Master Trust, which was the
collective investment of the assets of participating employee benefit plans of the Company. As
further described in Note 1, on December 31, 2004, the net assets of the Pulte Affiliates 401(k)
Plan were transferred to the Plan, as a result of the plan merger. Accordingly, at December 31,
2004, the Plan held a 100% interest in the net assets of the Master Trust.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated May 19, 2005,
stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related
trust is exempt from taxation. Subsequent to this 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, as
amended, is qualified and the related trust is tax exempt.
6. Related-Party Transactions
Certain plan investments are shares of mutual funds managed by the trustee, and, therefore, these
transactions qualify as party-in-interest transactions.
The Plan holds common shares of Pulte Homes, Inc., the Plan sponsor, and these qualify as exempt
party-in-interest transactions.
7. 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 the 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.
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, 2005
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Description of Investment Including |
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Identity of Issuer, Borrower, |
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Maturity Date, Rate of Interest, |
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Shares/ |
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Current |
Lessor, 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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313,509 |
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**
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$ |
35,743,112 |
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Morgan Stanley
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MSI Small Company Growth B
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553,196 |
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**
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6,809,845 |
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American Funds
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American Funds Washington Mutual
A Investment Fund
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206,766 |
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**
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6,376,654 |
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American Beacon
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American Beacon Small Cap Value Fund
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175,411 |
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**
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3,513,491 |
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*
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Fidelity Investments
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Fidelity Balanced Fund
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2,558,645 |
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**
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48,000,188 |
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Fidelity Blue Chip Growth Fund
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786,232 |
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**
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33,933,761 |
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Fidelity Low-Priced Stock Fund
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473,104 |
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**
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19,321,548 |
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Fidelity Diversified International Fund
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677,515 |
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**
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22,046,345 |
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Fidelity Freedom Income Fund
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93,158 |
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**
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1,059,211 |
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Fidelity Freedom 2000 Fund
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45,856 |
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**
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559,908 |
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Fidelity Freedom 2010 Fund
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111,166 |
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**
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1,561,888 |
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Fidelity Freedom 2020 Fund
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304,898 |
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**
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4,485,051 |
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Fidelity Freedom 2030 Fund
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177,327 |
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**
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2,663,456 |
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Fidelity Freedom 2040 Fund
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554,253 |
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**
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4,894,051 |
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Fidelity Retirement Money Market Portfolio Fund
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17,449,532 |
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**
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17,449,532 |
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Fidelity Managed Income Portfolio Fund
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26,883,087 |
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**
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26,883,087 |
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Fidelity U.S. Bond Index Fund
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1,129,343 |
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**
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12,309,839 |
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Fidelity Dividend Growth Fund
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774,446 |
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**
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22,296,305 |
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*
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Company Stock
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Pulte Homes Company Stock Fund
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89,128,870 |
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Cash
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Interest bearing cash
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3,517,163 |
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Total investments
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$ |
362,553,305 |
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*
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Participant loans
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Individual participant loans with varying
maturity dates and interest rates ranging
from 3.55% to 10.50%
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$ |
5,959,228 |
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There were no investment assets reportable as acquired and disposed of during the year
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* |
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Party in interest |
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** |
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Participant-directed investments, cost information is omitted |
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant who administers the Plan
has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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PULTE HOMES, INC. 401(K) PLAN
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By: |
/s/ Daniel P. Lynch
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Daniel P. Lynch |
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Vice President, Compensation and Benefits |
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Date: June 23, 2006
Exhibit Index
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Exhibit |
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No. |
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Description |
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23
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Consent of Independent Registered Public Accounting Firm, Ernst &
Young LLP |