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 24, 2007
Centex Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Nevada
|
|
1-6776
|
|
75-0778259 |
| (State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
| of incorporation)
|
|
|
|
Identification No.) |
| |
|
|
|
|
2728 N. Harwood Street, Dallas, Texas
|
|
75201 |
(Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number including area code: (214) 981-5000
Not Applicable
(Former name or former address if changed from 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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
On July 24, 2007, Centex Corporation, a Nevada corporation (the “Corporation”), announced its
results of operations for the quarter ended June 30, 2007. A copy of the Corporation’s press
release (the “Press Release”) announcing these results is being furnished as Exhibit 99.1 hereto
and is hereby incorporated in this Item 2.02 in its entirety by reference.
The Press Release refers to certain non-GAAP financial measures. Housing operating earnings is a
non-GAAP financial measure and is defined by the Corporation as housing revenues less housing cost
of sales less selling, general and administrative expenses. Housing operating margin is a non-GAAP
financial measure and is defined by the Corporation as housing operating earnings divided by total
housing revenues. Reconciliations of these non-GAAP financial measures are included in the
attachments to the Press Release. For additional information concerning the Corporation’s use of
these non-GAAP financial measures, see the Corporation’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 23, 2007, which is
also available on the Corporation’s web site at www.centex.com.
These non-GAAP financial measures are not meant to be considered in isolation or as a substitute
for the comparable GAAP measures. There are limitations to these non-GAAP financial measures
because they are not prepared in accordance with GAAP and they may not be comparable to similarly
titled measures of other companies due to potential differences in methods of calculation and
charges being excluded. The Corporation compensates for these limitations by using these non-GAAP
financial measures as supplements to the GAAP measures. The non-GAAP financial measures should be
read only in conjunction with the Corporation’s consolidated financial statements prepared in
accordance with GAAP.
Item 7.01. Regulation FD Disclosure
Historical Data. Centex Corporation, a Nevada corporation (the “Corporation”), included in its
Annual Report on Form 10-K for the fiscal year ended March 31, 2007 changes in its segment
reporting structure. Prior year segment information was reclassified to conform to the new
presentation. To facilitate investor understanding and comparison of current segment results
against historical results, historical
comparative data for two years, by quarter, based on the current home building segment structure,
including revenues and operating earnings as well as statistical data, such as unit closings,
sales, and backlog, is being furnished as Exhibit 99.2 hereto and is
incorporated in this Item 7.01 by reference, but shall not be deemed
filed for any purpose under the Securities Exchange Act of 1934.
Investor Materials. As previously announced, senior management of the Corporation will hold a
conference call on July 25, 2007 at 10 a.m. Eastern time (9 a.m. Central time) to discuss the
results of operations of the Corporation for the quarter ended June 30, 2007. A copy of the
materials to be provided to investors in the form of a web cast in connection with this conference
call is being furnished as Exhibit 99.3 hereto and is hereby incorporated in this Item 7.01 by
reference, but shall not be deemed filed for any purpose under the Securities Exchange Act of 1934.
A transcript of the conference call will be available on the Corporation’s web site on or before
August 25, 2007.
Item 8.01. Other Events
On July 24, 2007, Centex Corporation, a Nevada corporation (the “Corporation”), announced its
results of operations for the quarter ended June 30, 2007. A copy of the Corporation’s press
release (the “Press Release”) announcing these results is being furnished as Exhibit 99.1 hereto.
The attachments to the Press Release identified as Attachments 1
through 7 are hereby filed
pursuant to, and incorporated by reference in, this Item 8.01. No other information from the Press
Release is filed pursuant to, or incorporated in, this Item 8.01.