UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 30, 2001
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 HOME CORPORATION INVESTMENT SAVINGS PLUS
(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 ISSUER'S PRINCIPAL EXECUTIVE OFFICES)
DATED: JUNE 28, 2002
REQUIRED INFORMATION
Item 4. Financial Statements and Supplemental Schedules for the Plan
The Pulte Home Corporation Investment Savings Plus (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 schedules prepared in accordance with the financial reporting
requirements of ERISA. The Plan financial statements and supplemental schedules
as of and for the year ended December 30, 2001, have been examined by Ernst &
Young LLP, Independent Auditors, and their report is included herein.
EXHIBITS
23 Consent of Independent Auditors, Ernst & Young LLP
FINANCIAL STATEMENTS AND SCHEDULE
Pulte Home Corporation Investment Savings Plus
December 30, 2001 and 2000 and year ended December 30, 2001
with Report of Independent Auditors
Pulte Home Corporation
Investment Savings Plus
Financial Statements and Schedule
December 30, 2001 and 2000 and year ended December 30, 2001
CONTENTS
Report of Independent Auditors................................................................................. 1
Financial Statements
Statements of Net Assets Available for Plan Benefits........................................................... 2
Statement of Changes in Net Assets Available for Plan Benefits................................................. 3
Notes to Financial Statements.................................................................................. 4
Schedule
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)............................................... 12
Report of Independent Auditors
Board of Directors
Pulte Home Corporation
Investment Savings Plus
We have audited the accompanying statements of net assets available for plan
benefits of Pulte Home Corporation Investment Savings Plus (the "Plan") as of
December 30, 2001 and 2000, and the related statement of changes in net assets
available for plan benefits for the year ended December 30, 2001. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the 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 Pulte Home
Corporation Investment Savings Plus at December 30, 2001 and 2000, and the
changes in its net assets available for plan benefits for the year ended
December 30, 2001, in conformity with accounting principles generally accepted
in the United States.
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 30, 2001 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 Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's 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
Detroit, Michigan
June 7, 2002
1
Pulte Home Corporation
Investment Savings Plus
Statements of Net Assets Available for Plan Benefits
DECEMBER 30
2001 2000
--------------------------------------------
Investments, at fair value $ 125,337,571 $ 129,513,840
Receivables:
Employee contributions 318,701 283,221
Employer contributions 3,926,240 3,240,986
Interest and dividends 20,980 34,492
--------------------------------------------
Total receivables 4,265,921 3,558,699
--------------------------------------------
Net assets available for plan benefits $ 129,603,492 $ 133,072,539
============================================
See accompanying notes.
2
Pulte Home Corporation
Investment Savings Plus
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 30, 2001
Additions:
Contributions:
Participants $ 12,774,279
Employer 3,902,556
--------------------
16,676,835
Investment income:
Dividends 1,327,459
Interest 235,663
Interest income on participant loans 236,542
--------------------
1,799,664
--------------------
Total additions 18,476,499
Deductions:
Distributions to participants (11,374,219)
Net realized and unrealized depreciation
in fair value of investments (10,571,327)
--------------------
Total deductions (21,945,546)
--------------------
Net decrease (3,469,047)
Net assets available for plan benefits at beginning of year 133,072,539
--------------------
Net assets available for plan benefits at end of year $ 129,603,492
====================
See accompanying notes.
3
Pulte Home Corporation
Investment Savings Plus
Notes to Financial Statements
December 30, 2001
1. DESCRIPTION OF PLAN
The following brief description of Pulte Home Corporation ("Company") Investment
Savings Plus ("Plan") is provided for general information purposes only.
Participants should refer to Plan documents for more complete information. Pulte
Home Corporation is a wholly-owned subsidiary of Pulte Homes, Inc. ("Pulte").
GENERAL
The Plan is a defined contribution profit sharing plan for eligible employees of
the Company and affiliated subsidiaries which have adopted the Plan. The Plan is
administered by an Administrative Committee ("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.
Plan assets are held and investment transactions are executed by U.S. Bank,
N.A., as Trustee.
ELIGIBILITY
All nonunion, regular salaried, sales and hourly employees of Pulte Homes, Inc.
and of the Company and its subsidiaries that 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. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 minus the highest loan balance in the
last twelve months or 50% of their vested account balance. The loans are secured
by the balances in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined by the Plan
Administrator. Principal and interest are paid through payroll deductions.
4
Pulte Home Corporation
Investment Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
CONTRIBUTIONS
Contributions to participants' accounts are effected through voluntary
withholdings from their compensation. Such withholdings are, in turn, paid to
the Plan by Pulte and by the Company and its subsidiaries. At the discretion of
their Boards of Directors, the Company and its subsidiaries may make additional
contributions to the accounts of Plan participants. Annual contributions for
each participant are subject to participation and discrimination standards of
Internal Revenue Code Section 401(k)(3).
The Company and its subsidiaries match an amount on behalf of each participant
for whom basic contributions were made, based on the participant's length of
service with the Company in accordance with the following schedule:
A.) Less than one year of service: 100% of the first $300 of
participant's contributions.
B.) 1-2 years of service: 100% of the first $600 of participant's
contributions.
C.) 2-3 years of service: 100% of the first $900 of participant's
contributions.
D.) 3-4 years of service: 100% of the first $1,200 of participant's
contributions.
E.) 4 or more years of service: 100% of the first $1,500 of
participant's contributions.
Contributions may be invested in one or more of the investment options provided
by the Plan. The Plan presently provides the following investment options: State
Street Yield Enhanced Investment Fund, State Street Stable Value Fund, Vanguard
Wellington Fund, Vanguard Institutional Index Fund, Vanguard Total Bond Market
Index Fund, Putnam Voyager Fund, Putnam Asset Allocation Funds (Growth, Balanced
and Conservative Portfolios), Twentieth Century International Growth Fund, Lord
Abbett Small Capitalization Value Fund, and Pulte Common Stock Fund.
5
Pulte Home Corporation
Investment Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
Participants may change their investment directives and contribution amounts on
a daily basis via an interactive voice response system or interactive website.
Discretionary contributions, which are to be allocated to eligible participants'
"Special Contributions Account", are invested solely in the Pulte Common Stock
Fund and are not available for investment direction. The allocation of the
discretionary contribution excludes highly compensated employees covered under a
Stock Option Plan. Discretionary contributions for the plan year ended December
30, 2001 were $1,458,100.
ALLOCATIONS
Contributions to the Plan are allocated to participants' individual accounts on
the date of receipt by the Trustee.
Discretionary contributions made the Company and its subsidiaries, if any, are
allocated as of the last day of the Plan year among accounts of eligible
participants.
DISTRIBUTION
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 participant's account balance. Such distributions are
generally made in a lump sum.
VESTING
A participant's account balance is fully vested and nonforfeitable.
6
Pulte Home Corporation
Investment Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
TERMINATION
Although the Company intends to continue the Plan indefinitely, it has reserved
the right to amend or terminate the Plan at any time. If the Plan were to be
terminated, the amount in each participant's account would remain fully vested
as of the date of termination of the Plan. Plan funds would continue to be
invested and would continue to be held in the custody of the Plan's Trustee.
The Plan's Trustee would pay the balance of each participant's Plan account in a
lump sum at the earlier of age 59-1/2, death or when employment with the Company
is terminated.
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 Valuation - Investments in money market instruments are
carried at cost which approximates fair value. Investments in mutual
funds and Pulte stock are carried at fair value based on quoted market
prices. Interest income is recorded on the accrual basis. Dividends are
recorded when declared.
Management Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States 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 Home Corporation
Investment Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
During 2001, the Plan's investments (including investments purchased, sold and
held during the year) appreciated (depreciated) in fair value as determined by
quoted market prices as follows:
NET REALIZED AND
UNREALIZED
APPRECIATION/
(DEPRECIATION)
IN FAIR VALUE
OF INVESTMENTS
-----------------------
Investments:
State Street Stable Value Fund $ 747,609
Vanguard Wellington Fund 216,710
Vanguard Institutional Index Fund (3,887,991)
Vanguard Bond Index Fund (14,892)
Putnam Voyager Fund (7,824,446)
Putnam Asset Allocation Fund - Growth Portfolio (109,775)
Putnam Asset Allocation Fund - Balanced Portfolio (74,629)
Putnam Asset Allocation Fund - Conservative Portfolio (1,251)
Twentieth Century International Growth Fund (1,076,291)
Lord Abbett Small Capitalization Value Fund 172,084
Pulte Common Stock Fund 1,281,545
-----------------------
Net Depreciation of Investments $ (10,571,327)
=======================
8
Pulte Home Corporation
Investment Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Investments that represent 5% or more of the fair value of the Plan's net assets
are as follows:
FAIR VALUE FAIR VALUE
AS OF AS OF
DECEMBER 30, DECEMBER 30,
2001 2000
-----------------------------------------------
Investment:
State Street Stable Value Fund $ 16,008,431 $ 13,404,578
Vanguard Wellington Fund 23,376,560 22,103,523
Vanguard Institutional Index Fund 26,135,109 30,549,730
Putnam Voyager Fund 26,738,427 35,362,799
* Pulte Homes, Inc. Common Stock 11,881,699 9,609,402
* Nonparticipant-Directed Investment
4. NONPARTICIPANT-DIRECTED INVESTMENTS
The Pulte Common Stock Fund includes a non-participant directed investment.
Information about the net assets and the significant components of changes in
net assets related to the Pulte Common Stock Fund is as follows:
DECEMBER 30
2001 2000
--------------------------------------
Net Assets $ 13,581,881 $ 10,698,098
======================================
9
Pulte Home Corporation
Investment Savings Plan
Notes to Financial Statements (continued)
4. NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED)
YEAR ENDED
DECEMBER 30, 2001
-------------------------
Change in net assets:
Contributions $ 3,547,356
Loan repayments 81,935
Dividends 41,618
Interest 16,091
Net realized and unrealized appreciation in fair value 1,281,545
Distributions to participants (1,007,445)
Net transfers among funds (1,087,317)
--------------------------
$ 2,873,783
==========================
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated March 11, 1992, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Subsequent to this issuance of the determination letter,
the Plan was amended. The Plan has applied for but has not received a new
determination letter qualifying the plan under this provision. 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.
10
Schedule
11
Pulte Home Corporation Investment Savings Plus
Employee ID #38-1545089
Plan #001
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 30, 2001
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, SHARES/ CURRENT
LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE UNITS COST VALUE
------------------------------------------------------------------------------------------------------------------------------------
State Street Global Advisors State Street Stable Value Fund 1,162,098 ** $ 16,008,431
Yield Enhanced Short-Term Investment Fund 6,132,196 ** 6,132,196
The Vanguard Group of Investment
Companies Vanguard Wellington Fund 855,031 ** 23,376,560
Vanguard Institutional Index Fund 246,395 ** 26,135,109
Vanguard Total Bond Market Index Fund 78,624 ** 794,101
Putnam Investments Putnam Voyager Fund 1,527,038 ** 26,738,427
Putnam Asset Allocation Fund - Growth
Portfolio 104,646 ** 1,004,602
Putnam Asset Allocation Fund - Balanced
Portfolio 108,110 ** 1,065,969
Putnam Asset Allocation Fund - Conservative
Portfolio 38,852 ** 337,620
American Century World Mutual Funds,
Inc. Twentieth Century International Growth Fund 772,271 ** 6,139,607
* Pulte Homes, Inc. Pulte Homes, Inc. Common Stock 249,664 $ 7,020,702 11,881,699
Lord Abbett Fund, Inc. Lord Abbett Small Capitalization Value Fund 117,164 ** 2,583,448
* Employee Loans Receivable Individual employee loans with varying
maturity dates and interest rates ranging
from 7.75% to 11.75% 3,139,802
-----------------
Total Investments $ 125,337,571
=================
There were no investment assets reportable as acquired and disposed of during
the year.
*Party-in-interest
**Participant-directed investments, cost information is omitted
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the 401(k) Committee
Members who administer the Plan have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
June 28, 2002 By: /s/ Michael A. O'Brien
---------------------------------
Michael A. O'Brien
Senior Vice President - Corporate Development
Exhibit Index
Exhibit No. Exhibit Name
----------- ------------
23 Consent of Independent Auditors