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):
October 28, 2008
Centex Corporation
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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1-6776
(Commission File Number)
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75-0778259
(IRS Employer
Identification No.) |
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2728 N. Harwood Street, Dallas, Texas
(Address of principal executive offices)
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75201
(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:
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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)) |
Item 2.02. Results of Operations and Financial Condition
On October 28, 2008, Centex Corporation, a Nevada corporation (the “Corporation”), announced its
results of operations for the quarter ended September 30, 2008. 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
Press Release dated October 28, 2008, and will include in its quarterly report on Form 10-Q for the
fiscal quarter ended September 30, 2008, minor 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 three fiscal years, including the
current fiscal year periods, by quarter, based on the new 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 October 29, 2008 at 10 a.m. Eastern time (9 a.m. Central time) to discuss the
results of operations of the Corporation for the quarter ended September 30, 2008. A copy of the
presentation materials being made available to investors 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 copy of
the presentation will be available on the Corporation’s web site at www.centex.com. A transcript
of the conference call will be available on the Corporation’s web site on or before November 8,
2008.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
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The following exhibits are filed or furnished with this Report. |
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Description |
99.1
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Press Release dated October 28, 2008 |
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99.2
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Historical Supplemental Home Building Data |
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99.3
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Investor materials being made available in connection with
the conference call to be held on October 29, 2008 |