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 31, 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
RETIREMENT SAVINGS PLAN FOR THE EMPLOYEES OF DEL WEBB CORPORATION
(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 Retirement Savings Plan for the Employees of Del Webb Corporation (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 31,
2001, have been examined by Ernst & Young LLP, Independent Auditors, and their
report is included herein. For the year ended December 31, 2000, the financial
statements have been examined by KPMG LLP, Independent Auditors, and their
report is included herein.
EXHIBITS
23.1 Consent of Independent Auditors, Ernst & Young LLP
23.2 Consent of Independent Auditors, KPMG LLP
FINANCIAL STATEMENTS AND SCHEDULE
Retirement Savings Plan for the Employees of Del Webb Corporation
December 31, 2001 and 2000 and year ended December 31, 2001 with Report of
Independent Auditors
Retirement Savings Plan for the
Employees of Del Webb Corporation
Financial Statements and Schedule
December 31, 2001 and 2000 and year ended December 31, 2001
CONTENTS
Reports of Independent Auditors............................................. 1
Financial Statements
Statements of Net Assets Available for Plan Benefits........................ 3
Statements of Changes in Net Assets Available for Plan Benefits............. 4
Notes to Financial Statements............................................... 5
Schedule
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)............ 11
Report of Independent Auditors
Board of Directors
Retirement Savings Plan for the Employees
of Del Webb Corporation
We have audited the accompanying statement of net assets available for plan
benefits of the Retirement Savings Plan for the Employees of Del Webb
Corporation (the "Plan") as of December 31, 2001, and the related statement of
changes in net assets available for plan benefits for the year then ended. 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 audit.
We conducted our audit 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 audit provides 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
Retirement Savings Plan for the Employees of Del Webb Corporation as of December
31, 2001, and the changes in its net assets available for plan benefits for the
year then ended, in conformity with accounting principles generally accepted in
the United States.
Our audit was performed for the purpose of forming an opinion the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001 is presented for the purpose 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. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit 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 10, 2002
1
Independent Auditors' Report
Benefits Advisory Committee
Retirement Savings Plan for the Employees
of Del Webb Corporation:
We have audited the accompanying statements of net assets available for benefits
of the Retirement Savings Plan for the Employees of Del Webb Corporation as of
December 31, 2000, and the related statements of changes in net assets available
for benefits for the year then ended. 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 Retirement
Savings Plan for the Employees of Del Webb Corporation as of December 31, 2000,
and the changes in net assets available for benefits for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic 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. The
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
Phoenix, Arizona
May 31, 2001
2
Retirement Savings Plan for the Employees
of Del Webb Corporation
Statements of Net Assets Available for Plan Benefits
DECEMBER 31
2001 2000
-------------------------------------
Investments, at fair value $ 64,104,772 $ 70,119,441
Receivables:
Employee contributions 455,453 517,074
Employer contributions 246,068 274,104
-------------------------------------
Total receivables 701,521 791,178
-------------------------------------
Net assets available for plan benefits $ 64,806,293 $ 70,910,619
=====================================
See accompanying notes.
3
Retirement Savings Plan for the Employees
of Del Webb Corporation
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
Additions:
Contributions:
Participants $ 7,982,723
Employer 3,869,533
---------------
11,852,256
Investment income:
Interest and dividends 1,404,623
Interest income on participant loans 78,953
---------------
1,483,576
---------------
Total additions 13,335,832
Deductions:
Distributions to participants (11,955,624)
Net realized and unrealized depreciation
in fair value of investments (7,428,876)
Administrative and other expenses (55,658)
---------------
Total deductions (19,440,158)
---------------
Net decrease (6,104,326)
Net assets available for plan benefits at beginning of year 70,910,619
---------------
Net assets available for plan benefits at end of year $ 64,806,293
===============
See accompanying notes.
4
Retirement Savings Plan for the Employees
of Del Webb Corporation
Notes to Financial Statements
December 31, 2001
1. DESCRIPTION OF PLAN
The following description of the Retirement Savings Plan for the Employees of
Del Webb Corporation ("Plan") provides only general information. Participants
should refer to the Plan documents for more complete information. Del Webb
Corporation is a wholly-owned subsidiary of Pulte Homes, Inc. ("Pulte").
GENERAL AND ELIGIBILITY
The Plan is a defined contribution plan and covers all Eligible Employees of
participating affiliates of Del Webb Corporation who are 21 years of age or
older, but excludes any employee covered by a collective bargaining agreement
negotiated in good faith with the Company. Terms of the agreement provide for
covered employees to become participants generally after completion of six
months of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Plan assets are held and investment transactions are executed by Fidelity
Investments Institutional Operations Company, Inc., as Trustee.
CONTRIBUTIONS
Participants may make pretax contributions to the Plan from 2% of their
compensation up to a maximum percentage subject to the annual deferral limits
set forth by the Internal Revenue Code of $10,500 for 2001. If pretax
contributions are made by participants, the Company will provide a matching
contribution. For the year ended December 31, 2001, the Company matched 100% of
the participant's first 3% of pretax compensation contributed and 50% of the
next 2% of pretax compensation contributed.
The Plan also allows the Company to make a discretionary contribution to the
Plan. The allocation of the discretionary contribution may exclude any
participant eligible for the Company's Deferred Compensation Plan or any other
Company incentive compensation plan. No such discretionary contributions were
made in 2001.
Annual contributions for each participant are subject to participation and
discrimination standards of Internal Revenue Code Section 401(k)(3).
5
Retirement Savings Plan for the Employees
of Del Webb Corporation
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
The Plan allows for each participant to control the allocation of their assets
between the various investment funds and make changes to this allocation at any
time. Each participant's account is credited with the participant's
contribution, the Company matching contribution and an allocation of (a) the
Company discretionary contribution, if any, (b) plan earnings, and (c)
administrative expenses. Allocations are based on participant earnings or
account balance, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account balance.
Contributions may be invested in one or more if the investment options provided
by the Plan. The Plan presently provides the following investment options:
Pulte Homes Stock Fidelity Diversified International
Fidelity Puritan Fund Fidelity Freedom Income
Fidelity Magellan Fund FID Freedom 2000
Fidelity Contra Fund FID Freedom 2010
Fidelity Growth & Income Fund FID Freedom 2020
Fidelity Intermediate Bond Fund FID Freedom 2030
Fidelity Low Price Stock Janus Mercury Fund
Fidelity Stock Selector Fund Janus Worldwide
Fidelity Retirement Money Market Fund Spartan U.S. Equity Index Fund
VESTING
Participants become 100% vested in their contributions as well as employer
contributions made on their behalf on the date of contribution.
6
Retirement Savings Plan for the Employees
of Del Webb Corporation
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
BENEFITS
Benefits are payable upon termination of employment, retirement, death,
disability, election at age 59-1/2 or termination of the Plan. Participants can
receive a lump sum distribution or installment payments for up to a ten-year
period. On termination of service, distribution of balances in excess of $5,000
may be deferred until normal retirement age. Participants may withdraw from
their account as set forth in the provisions of the Plan document.
PARTICIPANT LOANS
Generally, participants may borrow up to 50% of their account balance subject to
a minimum of $1,000 and a maximum of $50,000 reduced by the highest outstanding
loan balance during the preceding 12 months. Minimum monthly repayments of $50
are required. Each loan shall bear an interest rate equal to the average rate on
certificates of deposit with maturities equivalent to the length of the loan at
the beginning of the month the loan is made. The duration of the loans are
subject to a minimum term of 12 months and a maximum term of 54 months. Loans
for the purchase of a primary residence may be repaid over a longer term, not to
exceed 180 months.
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 be entitled to 100 percent of their account balances.
ADMINISTRATIVE AND OTHER EXPENSES
Other than loan origination fees and trustee fees, which are paid by the Plan,
administrative expenses of the Plan are paid directly by the Company.
7
Retirement Savings Plan for the Employees
of Del Webb Corporation
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
PARTY-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Management Trust Company is the trustee as defined by the
Plan and, therefore, these transactions qualify as party-in-interest.
For the year ended December 31, 2001, the Plan purchased 40,137 shares of Del
Webb Corporation common stock, at a cost of $1,421,199. Also for the year ended
December 31, 2001, the Plan purchased 184,496 shares of Pulte Homes, Inc. common
stock at a cost of $3,968,960.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis
and present the net assets available for benefits and changes in those net
assets.
USE OF 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 and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in mutual funds are stated at the Plan's proportionate interest in
the net assets of the funds, which, are valued at market. Investments in money
market funds are stated at the reinvested share values, which represent market.
Investments in common stock of Pulte Homes, Inc. are valued at the quoted market
price. Participant loans are valued at their outstanding balances, which
approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Dividends
are recorded on the ex-dividend date. Interest income is recorded on the accrual
basis.
8
Retirement Savings Plan for the Employees
of Del Webb Corporation
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:
Mutual Funds $ (8,165,935)
Del Webb Stock Fund 781,158
Common Stock (348,163)
Pulte Homes Stock 304,064
--------------------
Net depreciation of investments $ (7,428,876)
====================
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 31, DECEMBER 31,
2001 2000
-----------------------------------
Investment:
Fidelity Puritan Fund $ 5,978,122 $ 6,357,658
Fidelity Magellan Fund 11,355,999 13,851,917
Fidelity Contra Fund 3,955,633 4,875,601
Fidelity Growth & Income Fund 7,969,339 9,393,640
Fidelity Intermediate Bond Fund 3,556,968 *
Fidelity Retirement Money Market Fund 8,866,832 7,498,762
Janus Mercury Fund 5,198,670 7,620,047
Janus Worldwide Fund 3,315,914 4,187,583
Pulte Homes Stock Fund 3,468,598 *
* Fair value of investment did not exceed 5% of the Plan's net assets available
for plan benefits at December 31, 2000.
9
Retirement Savings Plan for the Employees
of Del Webb Corporation
Notes to Financial Statements (continued)
4. FEDERAL INCOME TAXES
The Plan has received a determination letter from the Internal Revenue Service
dated June 5, 1996, 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
Retirement Savings Plan for the Employees
of Del Webb Corporation
EIN: 86-0077724
Plan Number: 042
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2001
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT, INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST CURRENT
OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
------------------------------------------------------------------------------------------------------------------
* Fidelity Investments Brokerage Link Holdings ** $ 1,484,199
* Pulte Homes, Inc. Pulte Homes Stock Fund, 156,760 shares ** 3,468,598
* Fidelity Investments Fidelity Puritan Fund, 338,320 shares ** 5,978,122
* Fidelity Investments Fidelity Magellan Fund 108,962 shares ** 11,355,999
* Fidelity Investments Fidelity Contra Fund, 92,486 shares ** 3,955,633
* Fidelity Investments Fidelity Growth & Income Fund, 213,198 shares ** 7,969,339
* Fidelity Investments Fidelity Intermediate Bond Fund, 344,667 shares ** 3,556,968
* Fidelity Investments Fidelity Low Price Stock, 41,295 shares ** 1,132,303
* Fidelity Investments Fidelity Stock Selector Fund, 101,976 shares ** 2,154,744
* Fidelity Investments Spartan U.S. Equity Index Fund, 75,131 shares ** 3,053,336
* Fidelity Investments Fidelity Retirement Money Market Fund,
8,866,832 shares ** 8,866,832
* Fidelity Investments Fidelity Diversified International, 15,857 shares ** 302,545
* Fidelity Investments Fidelity Freedom Income, 2,456 shares ** 26,843
* Fidelity Investments FID Freedom 2000, 11,878 shares ** 136,838
* Fidelity Investments FID Freedom 2010, 19,062 shares ** 240,377
* Fidelity Investments FID Freedom 2020, 20,830 shares ** 262,044
* Fidelity Investments FID Freedom 2030, 31,179 shares ** 391,613
Janus Janus Mercury Fund, 250,056 shares ** 5,198,670
Janus Janus Worldwide Fund, 75,637 shares ** 3,315,914
* Participant loans Interest rates range from 3.55% to 6.61% 1,253,855
----------------------
$ 64,104,772
======================
* 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 # Exhibit Name
--------- ------------
23.1 Consent of Independent Auditors for
Ernst & Young LLP
23.2 Consent of Independent Auditors for
KPMG LLP