UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2003
OR
[ ] 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.
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 28, 2004
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, 2003 and 2002 and for the year ended December 31, 2003 and supplemental schedule as of December 31, 2003, 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
FINANCIAL STATEMENTS AND SCHEDULE
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
As of December 31, 2003 and 2002 and for the year ended December 31, 2003 and Report of Independent Registered Public Accounting Firm
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
Financial Statements and Schedule
Contents
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2 | ||||
3 | ||||
4 | ||||
10 |
Report of Independent Registered Public Accounting Firm
Board of Directors
Pulte Homes, Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for plan benefits of the Pulte Homes, Inc. 401(k) Plan (the Plan) (formerly known as Pulte Home Corporation Investment Savings Plus) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2003. 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. 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 net assets available for plan benefits of the Pulte Homes, Inc. 401(k) Plan as of December 31, 2003 and 2002, and the changes in its net assets available for plan benefits for the year ended December 31, 2003, 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, 2003 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. The 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.
/s/ Ernst & Young LLP
1
Pulte Homes, Inc. 401(k) Plan
(Formerly Known as Pulte Home Corporation Investment Savings Plus)
Statements of Net Assets Available for Plan Benefits
December 31, | ||||||||
2003 |
2002 |
|||||||
Investments, at fair value: |
||||||||
Money market funds, mutual funds and Company stock fund |
$ | 240,237,543 | $ | 114,590,458 | ||||
Participant loans |
4,069,982 | 3,220,277 | ||||||
Total investments, at fair value |
244,307,525 | 117,810,735 | ||||||
Receivables: |
||||||||
Employee contributions |
| 301,224 | ||||||
Employer contributions |
| 2,884,940 | ||||||
Loans |
| 44,993 | ||||||
Total receivables |
| 3,231,157 | ||||||
Net assets available for plan benefits |
$ | 244,307,525 | $ | 121,041,892 | ||||
See accompanying notes.
2
Pulte Homes, Inc. 401(k) Plan
(Formerly Known as Pulte Home Corporation Investment Savings Plus)
Statements of Changes in Net Assets Available for Plan Benefits
Year Ended | ||||
December 31, | ||||
2003 |
||||
Additions: |
||||
Contributions: |
||||
Employee |
$ | 25,078,757 | ||
Employer |
12,349,218 | |||
Total contributions |
37,427,975 | |||
Investment income: |
||||
Interest and dividends |
3,561,546 | |||
Net realized and unrealized appreciation in fair value of investments |
49,875,740 | |||
Total investment income |
53,437,286 | |||
Total additions |
90,865,261 | |||
Deductions: |
||||
Distributions to participants |
(22,692,563 | ) | ||
Administrative and other expenses |
(39,058 | ) | ||
Total deductions |
(22,731,621 | ) | ||
Net increase |
68,133,640 | |||
Transfer of assets (Note 1) |
55,131,993 | |||
Net assets available for plan benefits, beginning of year |
121,041,892 | |||
Net assets available for plan benefits, end of year |
$ | 244,307,525 | ||
See accompanying notes.
3
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
Notes to Financial Statements
1. Description of Plan
Effective January 1, 2003, the Pulte Home Corporation Investment Savings Plus was amended and restated, and renamed the Pulte Homes, Inc. 401(k) Plan (the Plan). Additionally, effective January 1, 2003, the sponsorship of the Plan changed from Pulte Home Corporation to Pulte Homes, Inc (the Company). The year-end for the Plan was also changed from December 30 to December 31. The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan documents for more complete information.
General
The Plan is a defined contribution plan for eligible employees of Pulte Homes, Inc. 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).
Effective December 31, 2002, the Plan assets are held and investment transactions are executed by Fidelity Management Trust Company (Fidelity), as trustee and recordkeeper. Prior to this, U.S. Bank, N.A. was the trustee and Citistreet was the recordkeeper. As a result of this change, plan assets were liquidated and transferred to Fidelity. On December 31, 2002, accounts were established at Fidelity for the in-kind asset transfers. The liquidated assets were transferred and then allocated to the investment mediums selected at Fidelity.
As part of the annual Plan review, the Company has identified an operational defect in the Plan. The Company has started a process to correct the defect through the Voluntary Correction Program made available by the Internal Revenue Service.
Plan Mergers
Effective January 1, 2003 the Company merged the Retirement Savings Plan for the Employees of Del Webb Corporation (the Del Webb Plan) and spun off the net assets for non-field group employees of the DiVosta & Company, Inc. 401(k) Plan (the DiVosta Plan) into the Plan. Subsequently, all participant accounts from the Del Webb Plan and for the non-field group employees of the DiVosta Plan were transferred to the Plan. The remaining field group employees of DiVosta & Company continue to be covered under the amended DiVosta Plan, which was renamed the Pulte Affiliates 401(k) Plan. These activities have significantly increased the number of covered employees in the Plan.
4
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
Notes to Financial Statements (continued)
The amount of the net assets transferred from the Del Webb Plan totaled $53,081,071, which included investments. The amount of net assets transferred from the DiVosta Plan totaled $2,044,829, which included investments of $1,999,403 and employer contributions receivable of $45,426. Subsequent to the DiVosta Plan asset transfer, $6,093 was transferred to the Plan from the Pulte Affiliates 401(k) Plan during 2003, which represents account balances for participants that became eligible under the Plan.
Plan Amendments
Effective January 1, 2003, the Plan was amended and changed the investment options and matching contributions. Participants should refer to the Plan documents for complete information.
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
Effective December 31, 2002, contributions can be invested in one or more of the following investment options provided by the Plan: Vanguard Institutional Index Investment Fund, American Funds Washington Mutual A Investment Fund, MSI Small Company Growth B, Fidelity Investment Funds (see various funds disclosed in financial statements) and the Pulte Homes, Inc. Common Stock Fund. Participants may change their investment directives and contribution amounts on a daily basis via an interactive voice response system or interactive website.
5
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
Notes to Financial Statements (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 shall contribute to the Plan an amount, based on elective deferrals of each participant during each payroll period. Such amount shall be equal to 100 percent 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 three percent per payroll period, plus 50 percent of that portion of the participants elective deferrals in excess of three percent per payroll period, but not in excess of five percent per payroll period. The matching contributions are intended to satisfy the requirements of the Code Section 401(k)(12). Matching contributions will not be made with respect to any elective deferrals classified as catch-up contributions.
Catch-up contributions Participants who will have reached an age of at least 50 years old by the end of the plan year beginning after December 31, 2002 may elect to increase their elective deferrals by $2,000 during 2003, and thereafter adjusted as permitted under the Code Section 414(v).
Special contributions At the discretion of the Board of Directors, the Company may make special contributions. These special contributions are initially invested in the Pulte Homes, Inc. Common 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, 2003 and 2002.
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.
6
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
Notes to Financial Statements (continued)
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.
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
Other than loan origination fees, administrative expenses of the Plan are paid directly by the Company.
2. Summary of Significant Accounting Policies
The following are significant accounting policies followed by the Plan:
Investment ValuationInvestments 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. Interest income is recorded on the accrual basis. Dividends are recorded when declared.
Management EstimatesThe 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.
7
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
Notes to Financial Statements (continued)
3. Investments
During 2003, the Plans investments (including investments purchased, sold and held during the period) appreciated in fair value, as determined by quoted market prices, as follows:
Year Ended December 31, |
||||
2003 |
||||
Investments: |
||||
Vanguard Institutional Index Investment Fund |
$ | 6,361,562 | ||
Fidelity: |
||||
Balanced Fund |
7,439,760 | |||
Blue Chip Growth Fund |
6,110,719 | |||
Low-Priced Stock Fund |
2,436,072 | |||
Diversified International Fund |
2,513,560 | |||
Freedom 2020 Fund |
403,840 | |||
Freedom 2030 Fund |
136,425 | |||
Freedom 2040 Fund |
442,174 | |||
Dividend Growth |
3,859,259 | |||
Pulte Homes, Inc. Common Stock Fund |
19,587,437 | |||
Other Funds |
584,932 | |||
Net
realized and unrealized appreciation in fair value of investments |
$ | 49,875,740 | ||
8
Pulte Homes, Inc. 401(k) Plan
(Formerly known as Pulte Home Corporation Investment Savings Plus)
Notes to Financial Statements (continued)
Investments that represent 5% or more of the fair value of the Plans net assets at December 31, 2003 and 2002 are as follows:
2003 |
2002 |
|||||||
Investments: |
||||||||
Fidelity Balanced Fund |
$ | 36,303,464 | $ | 21,406,827 | ||||
Vanguard Institutional Index Investment Fund |
30,628,486 | 20,143,913 | ||||||
Fidelity Managed Income Portfolio |
23,353,232 | 19,000,141 | ||||||
Fidelity Blue Chip Growth Fund |
31,806,769 | 18,907,886 | ||||||
Fidelity Dividend Growth** |
20,780,630 | | ||||||
Fidelity Retirement Money Market Portfolio** |
15,207,020 | | ||||||
Pulte Homes, Inc. Common Stock Fund |
43,139,728 | 15,121,055 |
** | Balance of investment was less than 5% of the Plans net assets available for plan benefits as of December 31, 2002. |
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated December 15, 2003, 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.
5. 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. There have been no known prohibited transactions with a party-in-interest.
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 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 assets available for plan benefits.
9
Pulte Homes, Inc. 401 (k) Plan
(Formerly Known as Pulte Home Corporation Investment Savings Plus)
EIN: 38-2766606 Plan Number: 001
Schedule H, Line 4(i)Schedule of Assets
(Held at End of Year)
December 31, 2003
Description of Investment Including | ||||||||||||||||
Identity of Issuer, Borrower, | Maturity Date, Rate of Interest, | Shares/ | Current | |||||||||||||
Lessor or Similar Party |
Collateral, Par or Maturity Value |
Units |
Cost |
Value |
||||||||||||
The Vanguard Group of | Vanguard Institutional Index Investment Fund |
|||||||||||||||
Investment Companies | 300,928 | ** | $ | 30,628,486 | ||||||||||||
Morgan Stanley | MSI Small Company Growth B |
135,363 | ** | 1,413,191 | ||||||||||||
American Funds | American Funds Washington Mutual A Investment Fund |
45,069 | ** | 1,297,075 | ||||||||||||
* | Fidelity Investments | Fidelity Balanced Fund |
2,167,371 | ** | 36,303,464 | |||||||||||
Fidelity Blue Chip Growth Fund |
802,593 | ** | 31,806,769 | |||||||||||||
Fidelity Low-Priced Stock Fund |
304,621 | ** | 10,655,647 | |||||||||||||
Fidelity Diversified International Fund |
386,275 | ** | 9,316,959 | |||||||||||||
Fidelity Freedom Income Fund |
73,174 | ** | 811,504 | |||||||||||||
Fidelity Freedom 2000 |
13,994 | ** | 164,849 | |||||||||||||
Fidelity Freedom 2010 Fund |
44,336 | ** | 577,261 | |||||||||||||
Fidelity Freedom 2020 Fund |
179,241 | ** | 2,333,717 | |||||||||||||
Fidelity Freedom 2030 Fund |
55,973 | ** | 724,851 | |||||||||||||
Fidelity Freedom 2040 Fund |
272,926 | ** | 2,063,324 | |||||||||||||
Fidelity Retirement Money Market Portfolio |
15,207,020 | ** | 15,207,020 | |||||||||||||
Fidelity Managed Income Portfolio |
23,353,232 | ** | 23,353,232 | |||||||||||||
Fidelity U.S. Bond Index Fund |
818,739 | ** | 9,161,688 | |||||||||||||
Fidelity Dividend Growth |
761,195 | ** | 20,780,630 | |||||||||||||
Brokerage Link Money Market |
498,148 | ** | 498,148 | |||||||||||||
* | Pulte Homes, Inc. | Pulte Homes, Inc. Common Stock Fund |
948,334 | ** | 43,139,728 | |||||||||||
* | Participant loans | Individual participant loans with varying |
||||||||||||||
maturity dates and interest rates ranging
from 3.55% to 10.50% |
$ | 4,069,982 | 4,069,982 | |||||||||||||
Total Investments | $ | 244,307,525 | ||||||||||||||
There were no investment assets reportable as acquired and disposed of during the year. | ||||
* | Party-in-interest. | |||
** | 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 annual report to be signed on its behalf by the undersigned hereunto duly authorized.
PULTE HOMES, INC. 401(K) PLAN |
||||
June 28, 2004 | By: | /s/ Roger A. Cregg | ||
Roger A. Cregg | ||||
Executive Vice President and
Chief Financial Officer Pulte Homes, Inc. |
EXHIBIT INDEX
EXHIBIT NO. | DESCRIPTION | |
23
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Consent of Independent Registered Public Accounting Firm, Ernst & Young |