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):
January 23, 2007
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)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On January 23, 2007, Centex Corporation, a Nevada corporation (the “Corporation”), announced its
results of operations for the quarter ended December 31, 2006. 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, including housing operating
earnings and housing operating margin. Management believes that investors’ understanding of the
Corporation’s performance is enhanced by including certain of these non-GAAP financial measures to
provide a means of comparing results from the Corporation’s housing operations, and to separate
these operations from activities related to land holdings, options to acquire land and related
valuation adjustments. Management uses these non-GAAP financial measures to aid in evaluating the
performance of its ongoing housing projects. Many investors are interested in understanding the
performance of our business by comparing our results from the principal elements of ongoing
operations from one period to the next period. By providing these non-GAAP financial measures
together with the reconciliations, we believe we are enhancing investors’ understanding of our
housing operations as well as our land-related activities. Also, several financial analysts who
follow the Corporation focus on and publish both historical results and future projections based on
these non-GAAP financial measures.
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.
Housing Operating Earnings
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. The
Corporation uses housing operating earnings to (a) evaluate historical and prospective financial
performance and its performance relative to its competitors, and (b) measure the operational
performance of the Corporation’s core home building operations. The Corporation believes that the
disclosure of housing operating earnings provides useful information to investors because it
distinguishes between the results of housing operations and transactions involving land, options to
acquire land and related valuation adjustments.
Housing Operating Margin
Housing operating margin is a non-GAAP financial measure and is defined by the Corporation as
housing operating earnings divided by total housing revenues. The Corporation uses housing
operating margin to (a) evaluate historical and prospective financial performance and its
performance relative to its competitors, and (b) measure the operational performance of the
Corporation’s core home building operations. The Corporation believes that the disclosure of
housing operating margin provides useful information to investors because it distinguishes between
the results of housing operations and transactions involving land, options to acquire land and
related valuation adjustments.
Reconciliations of the above non-GAAP financial measures are included in the attachments to the
Press Release.
Item 7.01. Regulation FD Disclosure
On January 23, 2007, Centex Corporation, a Nevada corporation (the “Corporation”), announced its
results of operations for the quarter ended December 31, 2006. A copy of the Corporation’s press
release (the “Press Release”) announcing these results, other information and earnings per share
guidance for the fiscal year ending March 31, 2007 is being furnished as Exhibit 99.1 hereto. The
information in the Press Release under the caption “Outlook” is furnished pursuant to this Item
7.01.
As previously announced, senior management of the Corporation will hold a conference call on
January 24, 2007 at 10 a.m. Eastern time (9 a.m. Central time) to discuss the results of operations
of the Corporation for such period and other matters. 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 99.2 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 January 30, 2007.
Item 8.01. Other Events
On January 23, 2007, Centex Corporation, a Nevada corporation (the “Corporation”), announced its
results of operations for the quarter ended December 31, 2006. 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 8 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit |
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Description |
99.1
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Press Release dated January 23, 2007 |
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99.2
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Investor materials furnished in connection with the
conference call to be held on January 24, 2007 |