UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 23, 2009
KB HOME
(Exact name of registrant as specified in its charter)
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Delaware
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1-9195
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95-3666267
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10990 Wilshire Boulevard, Los Angeles, California
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90024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(310) 231-4000
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events
On July 23, 2009, KB Home (the “Company”) announced the commencement of a cash tender offer for
up to $250 million in aggregate principal amount of its 6 3/8% Senior Notes due 2011. A copy of
the press release dated July 23, 2009 announcing the tender offer is attached as Exhibit 99.1.
On July
23, 2009, the Company announced a public offering of Senior Notes. A copy of the press release dated
July 23, 2009 announcing the
offering is attached as Exhibit 99.2.
On July
23, 2009, the Company announced that it priced its offering of $265 million in aggregate
principal amount of 9.100% Senior Notes due 2017. The offering is
expected to close on July 30,
2009, subject to customary closing conditions. A copy of the press
release dated July 23, 2009
announcing the pricing of the offering is attached as Exhibit 99.3.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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99.1
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Press Release dated July 23, 2009 announcing a cash tender offer for the Company’s 6 3/8% Senior
Notes due 2011.
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99.2
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Press Release dated July
23, 2009 announcing a public offering of Senior Notes.
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99.3
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Press Release dated July
23, 2009 announcing the pricing of the offering of 9.100% Senior Notes due 2017.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
July 24, 2009
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KB Home
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By:
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/s/ Wendy C. Shiba
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Wendy C. Shiba
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Executive Vice President, General Counsel and
Secretary
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3
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated July 23, 2009 announcing a cash tender offer for the Company’s 6 3/8% Senior
Notes due 2011.
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99.2
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Press Release dated July 23, 2009
announcing a public offering of Senior Notes.
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99.3
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Press Release dated July 23, 2009
announcing the pricing of the offering of 9.100% Senior Notes due 2017.
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Exhibit 99.1
KB Home Announces Cash Tender Offer for its 6 3/8% Senior Notes Due 2011
LOS
ANGELES (July 23, 2009) — KB Home (NYSE: KBH), one of America’s largest homebuilders,
today announced the commencement of a cash tender offer for up to $250 million in aggregate
principal amount of its 6 3/8% Senior Notes Due 2011 (the “2011 Notes”).
The
tender offer is being made pursuant to an Offer to Purchase dated
July 23, 2009 and a
related Letter of Transmittal which set forth a more detailed description of the tender offer.
Upon the terms and subject to the conditions described in the Offer to Purchase, the Letter
of Transmittal and any amendments or supplements to the foregoing, KB Home offers to purchase
for cash up to $250 million in aggregate principal amount (the “Maximum Tender Amount”) of its
2011 Notes. KB Home reserves the right to increase the Maximum Tender Amount subject to
compliance with applicable law.
This
offer (the “Tender Offer”) will expire at 9:00 a.m., New
York City time, on August 20,
2009, unless extended or earlier terminated (the “Expiration Date”).
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Dollars per $1,000 Principal
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Amount of Securities
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Principal
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Maximum
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Early
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CUSIP
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Amount
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Tender
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Tender Offer
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Tender
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Total
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Title of Security
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Number
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Outstanding
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Amount
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Consideration
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Premium
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Consideration
(1)
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6 3/8% Senior Notes due 2011
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48666KAK5
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$350,000,000
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$250,000,000
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$980.00
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$30.00
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$1,010.00
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(1)
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The Total Consideration includes the Early Tender Premium and is
payable only to holders of 2011 Notes validly tendered (and not
validly withdrawn) on or prior to 5:00 p.m., New York City time, on
August 5, 2009 (the “Early Tender Date”), and accepted for payment.
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KB Home’s obligation to accept for payment and to pay for the 2011 Notes in the Tender
Offer is subject to the satisfaction or waiver of a number of conditions, including the
completion by us of a public offering of not less than $250 million in aggregate principal
amount of unsecured senior debt securities that closes no later than the Early Tender Date on
terms reasonably satisfactory to us. The Tender Offer is not contingent upon the tender of any
minimum principal amount of 2011 Notes. KB Home reserves the right to waive any one or more of
the conditions at any time.
The consideration for each $1,000 principal amount of 2011 Notes validly tendered and
accepted for purchase pursuant to the Tender Offer will be the consideration set forth in the
table above under “Tender Offer Consideration.” Holders of 2011 Notes that are validly tendered
at or prior to the Early Tender Date and accepted for purchase will receive the Tender Offer
Consideration plus the amount set forth in the table above under “Early Tender Premium.” Holders
of 2011 Notes tendered after the Early Tender Date but before the Expiration Date and accepted
for purchase will receive the Tender Offer Consideration, but not the Early Tender Premium.
The “Settlement Date” will occur promptly after the Company accepts the 2011 Notes for
purchase (the “Acceptance Date”). KB Home anticipates that the Settlement Date will occur on
the same business day as the Acceptance Date.
Payments for 2011 Notes purchased will include accrued and unpaid interest from and
including the last interest payment date up to, but not including, the Settlement Date.
If the aggregate principal amount of 2011 Notes validly tendered exceeds the Maximum Tender
Amount, the amount of 2011 Notes purchased will be prorated based on the aggregate principal
amount of 2011 Notes tendered, rounded down to the nearest integral multiple of $1,000.
Tenders of the 2011 Notes may be withdrawn at any time prior to 5:00 p.m., New York City
time, on August 5, 2009, but may not be withdrawn thereafter.
KB Home has retained Citi to serve as dealer manager for the Tender Offer. Global
Bondholder Services Corporation has been retained to serve as the depositary and information
agent.
For additional information regarding the terms of the Tender Offer, please contact Citi at
(800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for documents and questions
regarding the tender of 2011 Notes may be directed to Global Bondholder Services Corporation at
(866) 540-1500 (toll free) or (212) 430-3774 (collect).
The Offer to Purchase and the related Letter of Transmittal are expected to be distributed
to holders beginning today. Copies of the Offer to Purchase and the Letter of Transmittal may
also be obtained at no charge from Global Bondholder Services Corporation.
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None of KB Home, its board of directors, the depositary and information agent, the dealer
manager or the trustee with respect to the 2011 Notes make any recommendation as to whether
holders of the 2011 Notes should tender or refrain from tendering all or any portion of the
principal amount of the 2011 Notes.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell
securities. The tender offer is being made solely by means of the Offer to Purchase and the
related Letter of Transmittal. In those jurisdictions where the securities, blue sky or other
laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will
be deemed to be made on behalf of KB Home by the dealer manager or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Corporate Profile
KB Home, one of the nation’s leading homebuilders, has delivered hundreds of thousands of
quality homes for families since its founding in 1957. The Company is distinguished by its Built
to Order™ homebuilding approach that puts a custom home experience within reach of its customers
at an affordable price. KB Home’s award-winning homes and communities meet the needs of
first-time homebuyers with flexible designs that also appeal to move-up buyers and active
adults. Los Angeles-based KB Home was named the #1 homebuilder on FORTUNE
®
magazine’s 2009 “World’s Most Admired Companies” list. This marks the second year in a row and
the third time in the past four years that KB Home has achieved the top ranking. The Company
trades under the ticker symbol “KBH,” and was the first homebuilder listed on the New York Stock
Exchange. For more information about any of KB Home’s new home communities call 888-KB-HOMES or
visit www.kbhome.com.
Forward-Looking and Cautionary Statements
Certain matters discussed in this press release, including any statements that are predictive in
nature or concern future market and economic conditions, business and prospects, our future
financial and operational performance, or our future actions and their expected results are
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on current expectations and projections about
future events and are not guarantees of future performance. We do not have a specific policy or
intent of updating or revising forward-looking statements. Actual events and results may differ
materially from those expressed or forecasted in forward-looking statements due to a number of
factors. The most important risk factors that could cause our actual performance and future
events and actions to differ materially from such forward-looking statements include, but are
not limited to: general economic and business conditions; adverse market conditions that could
result in additional inventory impairments or abandonment charges and operating losses,
including an oversupply of unsold homes and declining home prices, among other things;
conditions in the capital and credit markets (including consumer mortgage lending standards, the
availability of consumer mortgage financing and mortgage foreclosure rates); material prices and
availability; labor costs and availability; changes in interest rates; inflation; our debt
level; weak consumer confidence; increases in competition; weather conditions, significant
natural disasters and other environmental factors; government actions and regulations directed
at or affecting the housing market, the homebuilding industry, or construction activities; the
availability and cost of land in desirable areas; legal or regulatory proceedings or claims; the
ability and/or willingness of participants in our unconsolidated joint ventures to fulfill their
obligations; our ability to access capital, including our capacity under our credit facility;
our ability to use the net deferred tax assets we have generated; our ability to successfully
implement our current and planned product transition, geographic and market positioning and cost
reduction strategies; consumer interest in our new product designs; and other events outside of
our control. Please see our periodic reports and other filings with the Securities and Exchange
Commission for a further discussion of these and other risks and uncertainties applicable to our
business.
Contacts
KB Home
Kelly Masuda, Investor Relations
(310) 893-7434 or kmasuda@kbhome.com
3
Exhibit 99.2
KB Home Announces Offering of Senior Notes
LOS
ANGELES (July 23, 2009) — KB Home (NYSE: KBH), one of America’s largest homebuilders,
today announced that it has commenced a public offering of Senior Notes.
KB Home intends to apply all or a
portion of the net proceeds from the Senior Notes offering
toward the payment of the purchase price in a tender offer, which it announced today, for its
outstanding 6 3/8% Senior Notes due 2011 (“the 2011 Notes”). After payment for the 2011 Notes,
KB Home intends to add any remaining net proceeds from the sale of
the Senior Notes to its general
corporate funds.
Citi is acting as book-running
manager for the Senior Notes offering. A shelf registration
statement covering the issuance of the Senior Notes has been filed with the Securities and
Exchange Commission and is effective. Copies of the prospectus supplement and accompanying
prospectus describing the offering may be obtained by visiting EDGAR on the SEC’s web site at
www.sec.gov or by contacting Citi at (877) 858-5407.
This press release shall not constitute an offer to sell or the solicitation of an offer to
buy any Senior Notes nor shall there be any sale of Senior Notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Senior Notes offering is being made only by means of
the prospectus supplement and accompanying prospectus.
Corporate Profile
KB Home, one of the nation’s leading homebuilders, has delivered hundreds of thousands of
quality homes for families since its founding in 1957. The Company is distinguished by its Built
to Order™ homebuilding approach that puts a custom home experience within reach of its customers
at an affordable price. KB Home’s award-winning homes and communities meet the needs of
first-time homebuyers with flexible designs that also appeal to move-up buyers and active
adults. Los Angeles-based KB Home was named the #1 homebuilder on FORTUNE
®
magazine’s 2009 “World’s Most Admired Companies” list. This marks the second year in a row and
the third time in the past four years that KB Home has achieved the top ranking. The Company
trades under the ticker symbol “KBH,” and was the first homebuilder listed on the New York Stock
Exchange. For more information about any of KB Home’s new home communities call 888-KB-HOMES or
visit www.kbhome.com.
Forward-Looking and Cautionary Statements
Certain matters discussed in this press release, including any statements that are predictive in
nature or concern future market and economic conditions, business and prospects, our future
financial and operational performance, or our future actions and their expected results are
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on current expectations and projections about
future events and are not guarantees of future performance. We do not have a specific policy or
intent of updating or revising forward-looking statements. Actual events and results may differ
materially from those expressed or forecasted in forward-looking statements due to a number of
factors. The most important risk factors that could cause our actual performance and future
events and actions to differ materially from such forward-looking statements include, but are
not limited to: general economic and business conditions; adverse market conditions that could
result in additional inventory impairments or abandonment charges and operating losses,
including an oversupply of unsold homes and declining home prices, among other things;
conditions in the capital and credit markets (including consumer mortgage lending standards, the
availability of consumer mortgage financing and mortgage foreclosure rates); material prices and
availability; labor costs and availability; changes in interest rates; inflation; our debt
level; weak consumer confidence; increases in competition; weather conditions, significant
natural disasters and other environmental factors; government actions and regulations directed
at or affecting the housing market, the homebuilding industry, or construction activities; the
availability and cost of land in desirable areas; legal or regulatory proceedings or claims; the
ability and/or willingness of participants in our unconsolidated joint ventures to fulfill their
obligations; our ability to access capital, including our capacity under our credit facility;
our ability to use the net deferred tax assets we have generated; our ability to successfully
implement our current and planned product transition, geographic and market positioning and cost
reduction strategies; consumer interest in our new product designs; and other events outside of
our control. Please see our periodic reports and other filings with the Securities and Exchange
Commission for a further discussion of these and other risks and uncertainties applicable to our
business.
Contacts
KB Home
Kelly Masuda, Investor Relations
(310) 893-7434
kmasuda@kbhome.com
2
Exhibit 99.3
KB Home Announces Pricing of Senior Notes Due 2017
LOS
ANGELES (July 23, 2009) — KB Home (NYSE: KBH), one of America’s largest homebuilders,
today announced that it has priced an offering of $265 million aggregate principal amount of
9.100% Senior Notes due 2017 (the “2017 Notes”).
The offering is expected to close on July 30, 2009, subject to customary closing conditions.
KB Home intends to apply all or a portion of the net proceeds from the 2017 Notes offering
toward the payment of the purchase price in a tender offer, which it announced today, for its
outstanding 6 3/8% Senior Notes due 2011 (the “2011 Notes”). After payment for the 2011 Notes,
KB Home intends to add any remaining net proceeds from the sale of the 2017 Notes to its general
corporate funds.
Citi is acting as book-running manager for the 2017 Notes offering. A shelf registration
statement covering the issuance of the 2017 Notes has been filed with the Securities and
Exchange Commission and is effective. Copies of the prospectus supplement and accompanying
prospectus describing the offering may be obtained by visiting EDGAR on the SEC’s web site at
www.sec.gov or by contacting Citi at (877) 858-5407.
This press release shall not constitute an offer to sell or the solicitation of an offer to
buy any 2017 Notes nor shall there be any sale of 2017 Notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The 2017 Notes offering is being made only by means of
the prospectus supplement and accompanying prospectus.
Corporate Profile
KB Home, one of the nation’s leading homebuilders, has delivered hundreds of thousands of
quality homes for families since its founding in 1957. The Company is distinguished by its Built
to Order™ homebuilding approach that puts a custom home experience within reach of its customers
at an affordable price. KB Home’s award-winning homes and communities meet the needs of
first-time homebuyers with flexible designs that also appeal to move-up buyers and active
adults. Los Angeles-based KB Home was named the #1 homebuilder on FORTUNE
®
magazine’s 2009 “World’s Most Admired Companies” list. This marks the second year in a row and
the third time in the past four years that KB Home has achieved the top ranking. The Company
trades under the ticker symbol “KBH,” and was the first homebuilder listed on the New York Stock
Exchange. For more information about any of KB Home’s new home communities call 888-KB-HOMES or
visit www.kbhome.com.
Forward-Looking and Cautionary Statements
Certain matters discussed in this press release, including any statements that are predictive in
nature or concern future market and economic conditions, business and prospects, our future
financial and operational performance, or our future actions and their expected results are
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on current expectations and projections about
future events and are not guarantees of future performance. We do not have a specific policy or
intent of updating or revising forward-looking statements. Actual events and results may differ
materially from those expressed or forecasted in forward-looking statements due to a number of
factors. The most important risk factors that could cause our actual performance and future
events and actions to differ materially from such forward-looking statements include, but are
not limited to: general economic and business conditions; adverse market conditions that could
result in additional inventory impairments or abandonment charges and operating losses,
including an oversupply of unsold homes and declining home prices, among other things;
conditions in the capital and credit markets (including consumer mortgage lending standards, the
availability of consumer mortgage financing and mortgage foreclosure rates); material prices and
availability; labor costs and availability; changes in interest rates; inflation; our debt
level; weak consumer confidence; increases in competition; weather conditions, significant
natural disasters and other environmental factors; government actions and regulations directed
at or affecting the housing market, the homebuilding industry, or construction activities; the
availability and cost of land in desirable areas; legal or regulatory proceedings or claims; the
ability and/or willingness of participants in our unconsolidated joint ventures to fulfill their
obligations; our ability to access capital, including our capacity under our credit facility;
our ability to use the net deferred tax assets we have generated; our ability to successfully
implement our current and planned product transition, geographic and market positioning and cost
reduction strategies; consumer interest in our new product designs; and other events outside of
our control. Please see our periodic reports and other filings with the Securities and Exchange
Commission for a further discussion of these and other risks and uncertainties applicable to our
business.
Contacts
KB Home
Kelly Masuda, Investor Relations
(310) 893-7434
kmasuda@kbhome.com
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