11-K 1 e11-k.txt FORM 11-K 1 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, 1999 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 CORPORATION (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER) 33 BLOOMFIELD HILLS PARKWAY, SUITE 200 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 29, 2000 Page 1 2 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 have been examined by Ernst & Young LLP, Independent Auditors, and their report is included herein. EXHIBITS 23 Consent of Independent Auditors, Ernst & Young LLP Page 2 3 Pulte Home Corporation Investment Savings Plus Financial Statements and Schedule Year ended December 30, 1999 and as of December 30, 1999 and December 31, 1998 TABLE OF CONTENTS Report of Independent Auditors................................................................4 Financial Statements Statements of Assets Available for Plan Benefits .............................................5 Statement of Changes in Assets Available for Plan Benefits ...................................7 Notes to Financial Statements ................................................................8 Schedule Schedule H, Line 4(i)-Schedule of Assets Held for Investment Purposes at End of Year ........13 Signatures ..................................................................................15 Exhibits Consent of Independent Auditor...............................................................17 Page 3 4 REPORT OF INDEPENDENT AUDITORS Board of Directors Pulte Home Corporation Investment Savings Plus We have audited the accompanying statements of assets available for plan benefits of Pulte Home Corporation Investment Savings Plus (the "Plan") as of December 30, 1999 and December 31, 1998, and the related statement of changes in assets available for plan benefits for the year ended December 30, 1999. 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 assets available for plan benefits of Pulte Home Corporation Investment Savings Plus at December 30, 1999 and December 31, 1998, and the changes in its assets available for plan benefits for the year ended December 30, 1999, 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 for investment purposes at end of year as of December 30, 1999 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 Fund Information in the statements of assets available for plan benefits is presented for purposes of additional analysis rather than to present the assets available for benefits of each fund. The supplemental schedule and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Detroit, Michigan June 5, 2000 Page 4 5 Pulte Home Corporation Investment Savings Plus Statement of Assets Available for Plan Benefits, with Fund Information December 30, 1999

FUND INFORMATION ---------------------------------------------------------------------------------------- YIELD ENHANCED SHORT-TERM VANGUARD STATE STREET VANGUARD PUTNAM INVESTMENT WELLINGTON STABLE VALUE INSTITUTIONAL VOYAGER CASH FUND FUND FUND INDEX FUND FUND ---------------------------------------------------------------------------------------- ASSETS Investments, at fair value $ 24,198 $3,564,696 $21,918,812 $12,898,849 $ 32,356,795 $39,535,741 Receivables: Employer contributions 38,294 85,619 389,972 178,405 618,048 578,322 Interest and dividends - - - - - - ---------------------------------------------------------------------------------------- 38,294 85,619 389,972 178,405 618,048 578,322 ---------------------------------------------------------------------------------------- Assets available for plan benefits $ 62,492 $3,650,315 $22,308,784 $13,077,254 $ 32,974,843 $40,114,063 ========================================================================================

FUND INFORMATION ------------------------------------------------------------------------- SELIGMAN SMALL CAPITALIZATION PULTE TEMPLETON VALUE STOCK FOREIGN PARTICIPANT FUND FUND* FUND LOANS TOTAL ------------------------------------------------------------------------- ASSETS Investments, at fair value $ 567,879 $4,433,133 $ 7,308,861 $ 3,219,955 $125,828,919 Receivables: Employer contributions 30,941 80,441 140,468 - 2,140,510 Interest and dividends - 7,430 - - 7,430 ------------------------------------------------------------------------- 30,941 87,871 140,468 2,147,940 ------------------------------------------------------------------------- Assets available for plan benefits $ 598,820 $4,521,004 $ 7,449,329 $ 3,219,955 $127,976,859 =========================================================================

See accompanying notes. * Includes nonparticipant-directed funds. Page 5 6 Pulte Home Corporation Investment Savings Plus Statement of Assets Available for Plan Benefits, with Fund Information December 31, 1998

FUND INFORMATION ---------------------------------------------------------------------------------------- YIELD ENHANCED SHORT-TERM VANGUARD STATE STREET VANGUARD PUTNAM INVESTMENT WELLINGTON STABLE VALUE INSTITUTIONAL VOYAGER CASH FUND FUND FUND INDEX FUND FUND ---------------------------------------------------------------------------------------- ASSETS Investments, at fair value $ 70,565 $3,467,986 $22,095,257 $11,950,195 $ 25,463,950 $25,943,051 Receivables: Employer contributions - 84,682 408,191 176,421 511,355 532,412 Interest and dividends - 15,393 - - - - ---------------------------------------------------------------------------------------- - 100,075 408,191 176,421 511,355 532,412 ---------------------------------------------------------------------------------------- Assets available for plan benefits $ 70,565 $3,568,061 $22,503,448 $12,126,616 $ 25,975,305 $26,475,463 ========================================================================================

FUND INFORMATION ------------------------------------------------------------------------- SELIGMAN SMALL CAPITALIZATION PULTE TEMPLETON VALUE STOCK FOREIGN PARTICIPANT FUND FUND* FUND LOANS TOTAL ------------------------------------------------------------------------- ASSETS Investments, at fair value $ 295,644 $1,514,976 $ 5,098,906 $ 3,227,268 $ 99,127,798 Receivables: Employer contributions 17,455 48,605 146,314 - 1,925,435 Interest and dividends - 1,740 - - 17,133 ------------------------------------------------------------------------- 17,455 50,345 146,314 - 1,942,568 ------------------------------------------------------------------------- Assets available for plan benefits $ 313,099 $1,565,321 $ 5,245,220 $ 3,227,268 $101,070,366 =========================================================================

See accompanying notes. * Includes nonparticipant-directed funds. Page 6 7 Pulte Home Corporation Investment Savings Plus Statement of Changes in Assets Available for Plan Benefits Year ended December 30, 1999 Additions to assets attributed to: Contributions: Participants (Note 1) $ 9,639,973 Employer 2,708,395 ---------------- 12,348,368 Net assets from merger of the Radnor Homes, Inc. 401(k) Salary Reduction Plan 716,558 Interest income on participant loans 212,287 Investment income: Dividends 1,320,445 Interest 910,898 Net realized and unrealized appreciation in fair value of investments 21,215,460 ---------------- 23,446,803 ---------------- Total additions 36,724,016 Deductions from assets attributed to: Employee withdrawals (9,811,075) Fees and expenses (6,448) ---------------- Total deductions (9,817,523) ---------------- Net increase 26,906,493 Assets available for plan benefits at beginning of year 101,070,366 ---------------- Assets available for plan benefits at end of year $ 127,976,859 ================ See accompanying notes. Page 7 8 Pulte Home Corporation Investment Savings Plus Notes to Financial Statements December 30, 1999 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 Corporation. 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, as Trustee. Effective May 1, 1998, the Plan added the Pulte Stock Fund and the Seligman Small Capitalization Value Fund as plan investment options. Effective January 1, 1999, the Plan merged The Radnor Homes, Inc. 401(k) Salary Reduction Plan sponsored by Radnor Homes, Inc. (an affiliate of the Company) into the Plan. Effective December 30, 1999, the Plan changed its fiscal year to end on December 30 of each year. Therefore, the current Plan year is January 1, 1999 to December 30, 1999. Each of the next Plan years will be December 31 to the following December 30. ELIGIBILITY All nonunion, full-time salaried and sales employees of Pulte Corporation 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 next following the completion of six months of employment. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Page 8 9 Pulte Home Corporation Investment Savings Plus Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) CONTRIBUTIONS Contributions to participants' accounts are effected through voluntary reductions in their compensation. Such reductions are, in turn, paid to the Plan by Pulte Corporation 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). For 1999 and 1998, Pulte Corporation and the Company and its subsidiaries matched 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' contributions. C.) 2-3 years of service: 100% of the first $900 of participant' contributions. D.) 3-4 years of service: 100% of the first $1,200 of participant' contributions. E.) 4 or more years of service: 100% of the first $1,500 of participant' contributions. Contributions may be invested in one or more of the investment options provided by the plan. The Plan presently provides eight investment options: Yield Enhanced Short-Term Investment Fund, Vanguard Wellington Fund, State Street Stable Value Fund, Vanguard Institutional Index Fund, Putnam Voyager Fund, Templeton Foreign Fund, Seligman Small Capitalization Value Fund, and Pulte Stock Fund. Participants may change their investment directives and contribution amounts on a daily basis via an automated telephone service. Discretionary contributions which are to be allocated to each participants' "Special Contributions Account" are invested solely in the Pulte Stock fund, and are not available for investment direction. Page 9 10 Pulte Home Corporation Investment Savings Plus Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) ALLOCATIONS Contributions to the Plan are allocated to participants' individual accounts on the date of receipt by the Trustee. Discretionary contributions made by Pulte Corporation and 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, disability, 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. 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, disability, death or when employment with the Company is terminated. ADMINISTRATIVE EXPENSES Administrative expenses of the Plan are presently paid by the Company. Page 10 11 Pulte Home Corporation Investment Savings Plus Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following are significant accounting policies followed by the Plan: Accounting Basis-The accounting records of the Plan are maintained on the accrual basis. Investment Valuation-Investments in money market instruments are carried at cost which approximates fair value. Investments in mutual funds are carried at fair value based on quoted market prices. Management Estimates-The preparation of financial statements in conformity with 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. Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 3. NONPARTICIPANT-DIRECTED INVESTMENTS The Pulte Stock Fund includes a non-participant directed investment. Information about the significant components of changes in net assets related to the stock fund is as follows:

YEAR ENDED DECEMBER 30, 1999 ----------------- Change in net assets: Contributions $1,000,193 Interest income on participant loans 44,086 Dividends 26,366 Interest 7,425 Net realized and unrealized depreciation in fair value (459,127) Distributions to participants (128,359) Net transfers among funds 2,465,099 --------- $2,955,683 ==========

Page 11 12 Pulte Home Corporation Investment Savings Plus Notes to Financial Statements (continued) 4. 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 of 1986 (the "Code") and, therefore, the related trust is exempt from taxation. The Plan has been restated in its entirety subsequent to the receipt of the determination letter. 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 is qualified and the related trust is exempt. Page 12 13 Pulte Home Corporation Investment Savings Plus Employee ID #38-1545089 Plan #001

Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes At End of Year December 30, 1999 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 VALUE ------------------------------------------------------------------------------------------------------------------------------------ * Cash - First Bank National Association First American Prime Obligation Class C 24,198 $ 24,198 State Street Stable Value Fund: State Street Global Advisors Yield Enhanced Short-Term Investment Fund 623,349 623,349 State Street Global Advisors Principal Accumulation Return Fund 10,054,699 10,054,699 Allstate Life Insurance Company Guaranteed Investment Contract, interest rate 7.99%, matures January 14, 2000 524,213 524,213 Continental Assurance Company Group Annuity Contract, interest rate 5.83% matures January 15, 2000 1,696,588 1,696,588 ----------- Subtotal State Street Stable Value Fund 12,898,849 State Street Global Advisors Yield Enhanced Short-Term Investment Fund 3,564,696 3,564,696 The Vanguard Group of Investment Companies Vanguard Wellington Fund 786,184 21,918,812 Vanguard Institutional Index Fund 240,555 32,356,795

* Party-in-interest Page 13 14 Pulte Home Corporation Investment Savings Plus Employee ID #38-1545089 Plan #001

Schedule H, Line 4(i)-Schedule of Assets Held for Investment Purposes At End of Year (continued) December 30, 1999 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 VALUE ------------------------------------------------------------------------------------------------------------------------------------ Putnam Investments Putnam Voyager Fund 1,290,752 $ 39,535,741 Templeton Funds, Inc. Templeton Foreign Fund 653,160 7,308,861 Seligman Value Fund Series, Inc. Seligman Small Capitalization Value Fund 73,369 567,879 * Pulte Corporation Pulte Corporation Common stock 193,330 4,433,133 * Employee Loans Receivable Individual employee loans with varying maturity dates and interest rates ranging from 7.75% to 12.25% 3,219,955 ------------ Total Investments $125,828,919 ============

There were no investment assets reportable as acquired and disposed of during the year. * Party-in-interest Page 14 15 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 29, 2000 By: /s/ Michael A. O'Brien ------------------------------------- Michael A. O'Brien Vice President of Corporate Development & Human Resources Page 15 16 INDEX TO EXHIBITS

Page in Sequential Numbering System in Manually Signed Exhibit Original on which Exhibits Number Description May be Found ------------------------------------------------------------------------------------------------------ 23 Consent of Independent 17 Auditors

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