8-K

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):
May 2, 2006

CENTEX CORPORATION

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation) 1-6776
(Commission File Number) 75-0778259
(I.R.S. Employer
Identification No.)

2728 N. Harwood, Dallas, Texas
(Address of principal executive offices) 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:

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-12 under the Exchange Act (17 CFR 240.14d-12(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Consolidated Financial Statements

Item 8.01. Other Events

     As previously announced and reported on Form 8-K dated April 4, 2006 (the “April Form 8-K”), on March 30, 2006, Centex Financial Services, LLC, a Nevada limited liability company (the “Seller”) and an indirect wholly-owned subsidiary of Centex Corporation (“Centex” or the “Company”), Centex Home Equity Company, LLC, a Delaware limited liability company (“CHEC”) and a wholly-owned subsidiary of the Seller, and FIF HE Holdings LLC, a Delaware limited liability company (the “Purchaser”) and an affiliate of Fortress Investment Group LLC, entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), under which the Seller agreed to sell and the Purchaser agreed to acquire all of the outstanding limited liability company interests in CHEC.

     The purchase price to be paid by the Purchaser to the Seller under the Securities Purchase Agreement will be based on the book value of CHEC as of the date upon which the sale of CHEC is consummated, plus a premium to be calculated in accordance with agreed upon procedures.

     The sale of CHEC pursuant to the Securities Purchase Agreement is expected to be completed in June or July 2006, subject to the satisfaction of certain conditions. There can be no assurance as to whether all such conditions will be satisfied within the time frame specified above, if at all. Either party may terminate the Securities Purchase Agreement under certain circumstances if the sale of CHEC has not been consummated by July 31, 2006, subject to extension for up to two additional 30-day periods, if necessary, to obtain the required financial services consents.

     For additional information regarding the Securities Purchase Agreement and the transactions contemplated thereby, including the full text of the Securities Purchase Agreement, see the April Form 8-K.

     As a result of the execution of the Securities Purchase Agreement, CHEC’s financial results will be reported as discontinued operations. Upon closing, to the extent the disposition of CHEC is not fully reflected in the Company’s historical consolidated financial statements, the Company will file pro forma financial statements for the disposition under Item 2.01, Completion of Acquisition or Disposition of Assets, of Form 8-K. This Form 8-K is being filed to present certain pro forma financial information for the planned sale of CHEC.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number	Description
99.1	Unaudited pro forma condensed consolidated financial statements

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CENTEX CORPORATION
	By:	/s/ Mark D. Kemp
		Mark D. Kemp
		Senior Vice President and Controller
Date: May 2, 2006

Exhibit Index

Exhibit
Number	Description
99.1	Unaudited pro forma condensed consolidated financial statements

EX-99.1

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements

The following unaudited condensed consolidated balance sheet as of December 31, 2005 and the unaudited condensed consolidated statements of earnings for the nine months ended December 31, 2005 and the year ended March 31, 2005, have been prepared to present the consolidated financial position and the consolidated results of operations of the Company as if the planned sale of Centex Home Equity Company, LLC (“CHEC”) had occurred on December 31, 2005 for the unaudited pro forma condensed consolidated balance sheet and at the beginning of each period presented for the unaudited condensed consolidated statements of operations. In addition, in September 2005, the Company sold its international homebuilding operations. As a result of the sale, international homebuilding’s results of operations for the nine month period ended December 31, 2005, have previously been reclassified and reported as discontinued operations. International homebuilding’s results of operations are presented as discontinued operations in the accompanying unaudited pro forma condensed consolidated statement of earnings for the year ended March 31, 2005.

These statements are not indicative of the financial position or results of operations of the Company as of December 31, 2005 or for the nine months ended December 31, 2005 or the year ended March 31, 2005, nor are they indicative of future results. In addition, these pro forma financial statements do not reflect changes that may occur as a result of activities subsequent to December 31, 2005, which may impact the planned disposition of CHEC.

For pro forma balance sheet presentation purposes, the receipt of estimated proceeds from the disposition of CHEC is included in cash. The actual cash proceeds to be received on the sale of CHEC will be based in part on CHEC’s net assets at the closing date and may differ from the amount presented in the pro forma financial information.

Centex Corporation and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheets
December 31, 2005
(Dollars in thousands)

	As Reported(a)			Disposition(s)			Pro Forma
Assets
Cash and Cash Equivalents	$	78,900		$	602,773	(b)	$	681,673
Restricted Cash		469,113			(328,818	)(b)		140,295
Receivables -
Residential Mortgage Loans Held for Investment, net		8,758,681			(8,758,681	)(b)		—
Residential Mortgage Loans Held for Sale		1,727,631			—			1,727,631
Construction Contracts		307,545			—			307,545
Trade, including Notes		435,310			(163,973	)(b)		271,337
Inventories -
Housing Projects		8,292,195			—			8,292,195
Land Held for Development and Sale		381,100			—			381,100
Land Held Under Option Agreements Not Owned		552,984			—			552,984
Other		10,405			—			10,405
Investments -
Joint Ventures and Other		344,282			—			344,282
Property and Equipment, net		162,032			(18,424	)(b)		143,608
Other Assets -
Deferred Income Taxes		348,523			(134,012	)(b)		214,511
Goodwill		218,369			—			218,369
Mortgage Securitization Residual Interest		64,582			(64,582	)(b)		—
Deferred Charges and Other, net		272,837			(52,700	)(b)		220,137
	$	22,424,489		$	(8,918,417	)(b)	$	13,506,072
Liabilities and Stockholders’ Equity
Accounts Payable	$	824,883		$	(208	)(b)	$	824,675
Accrued Liabilities		1,620,296			(92,373	)(b)		1,527,923
Debt -
Centex		4,106,579			—			4,106,579
Financial Services		10,583,348			(8,919,150	) (b)		1,664,198
Commitments and Contingencies
Minority Interests		538,911			—			538,911
Stockholders’ Equity -
Preferred Stock, Authorized 5,000,000 Shares, None Issued		—			—			—
Common Stock, $.25 Par Value; Authorized 300,000,000 Shares; Outstanding 123,786,142		33,956			—			33,956
Capital in Excess of Par Value		532,440			—			532,440
Unamortized Value of Deferred Compensation		(49	)		—			(49	)
Retained Earnings		4,864,468			101,043			4,965,511
Treasury Stock, at Cost; 12,038,622		(688,017	)		—			(688,017	)
Accumulated Other Comprehensive Income		7,674			(7,729	)(b)		(55	)
Total Stockholders’ Equity		4,750,472			93,314			4,843,786
	$	22,424,489		$	(8,918,417	)	$	13,506,072

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

Centex Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statements of Consolidated Earnings
(Dollars in thousands, except per share data)

	For the Nine Months Ended December 31, 2005
	As Reported(a)		Disposition(s)			Pro Forma
Revenues
Home Building	$	8,291,236	$	—		$	8,291,236
Financial Services		956,145		(612,420	)(c)		343,725
Construction Services		1,160,904		—			1,160,904
Other, including Intersegment Eliminations		53,570		—			53,570
		10,461,855		(612,420	)		9,849,435
Costs and Expenses
Home Building		7,054,047		—			7,054,047
Financial Services		800,735		(520,553	)(c)		280,182
Construction Services		1,148,023		—			1,148,023
Other, including Intersegment Eliminations		61,776		—			61,776
Corporate General and Administrative		70,935		—			70,935
Interest Expense		8,705		—			8,705
		9,144,221		(520,553	)		8,623,668
Earnings from Unconsolidated Entities		67,585		—			67,585
Earnings from Continuing Operations Before Income Taxes		1,385,219		(91,867	)(c)		1,293,352
Income Taxes		490,498		(42,396	)(c)		448,102
Earnings from Continuing Operations	$	894,721	$	(49,471	)	$	845,250
Basic Earnings Per Share
Continuing Operations	$	6.99				$	6.62
Diluted Earnings Per Share
Continuing Operations	$	6.68				$	6.31
Average Shares Outstanding
Basic		127,933,898					127,933,898
Dilutive Securities:
Options		5,578,959					5,578,959
Other		441,420					441,420
Diluted		133,954,277					133,954,277

Centex Corporation and Subsidiaries
Pro Forma Condensed Statements of Consolidated Earnings
(Dollars in thousands, except per share data)

	For the Year Ended March 31, 2005
	As Reported(d)		Disposition(s)			Pro Forma
Revenues
Home Building	$	9,860,998	$	(501,257	)(e)	$	9,359,741
Financial Services		1,107,206		(685,553	)(e)		421,653
Construction Services		1,738,603		—			1,738,603
Other, including Intersegment Eliminations		152,888		—			152,888
		12,859,695		(1,186,810	)		11,672,885
Costs and Expenses
Home Building		8,484,461		(434,752	)(e)		8,049,709
Financial Services		902,846		(577,165	)(e)		325,681
Construction Services		1,717,025		—			1,717,025
Other, including Intersegment Eliminations		147,322		—			147,322
Corporate General and Administrative		82,877		—			82,877
Interest Expense		22,209		(2,861	)(e)		19,348
		11,356,740		(1,014,778	)		10,341,962
Earnings from Unconsolidated Entities		70,814		(82	)(e)		70,732
Earnings from Continuing Operations Before Income Taxes		1,573,769		(172,114	)(e)		1,401,655
Income Taxes		562,405		(60,292	)(e)		502,113
Earnings from Continuing Operations	$	1,011,364	$	(111,822	)	$	899,542
Basic Earnings Per Share
Continuing Operations	$	8.08				$	7.19
Diluted Earnings Per Share
Continuing Operations	$	7.64				$	6.79
Average Shares Outstanding
Basic		125,226,596					125,226,596
Dilutive Securities:
Options		6,725,838					6,725,838
Other		445,527					445,527
Diluted		132,397,961					132,397,961

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pro forma adjustments giving effect to the planned disposition of CHEC and the disposition of the international homebuilding operations are as follows:

(a)	Historical activity as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005.
(b)	To eliminate CHEC’s assets and liabilities as a result of the planned disposition after adjusting for transaction-related cash flows as follows: (1) the receipt of estimated cash proceeds (based upon CHEC’s net assets at December 31, 2005 and the estimated premium), and (2) cash received on payment of intercompany accounts. The actual cash proceeds to be received on the sale will be based upon CHEC’s net assets as of the closing date plus a premium to be calculated in accordance with the Securities Purchase Agreement.
(c)	To reflect the elimination of CHEC historical results of operations.
(d)	Historical activity as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005.
(e)	To reflect the elimination of CHEC and international homebuilding historical results of operations.