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):
December 22, 2006 (December 20, 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
(IRS Employer
Identification No.)

2728 N. Harwood Street, 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-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 1.01 Entry into a Material Definitive Agreement.

     On July 11, 2006 (the “Closing Date”), Centex Financial Services, LLC, a Nevada limited liability company (“Seller”) and an indirect wholly owned subsidiary of Centex Corporation (“Centex”), completed the sale of all the outstanding limited liability company interests of Centex Home Equity Company, LLC, a Delaware limited liability company (“CHEC”) and a wholly owned subsidiary of Seller, pursuant to the Securities Purchase Agreement, dated March 30, 2006, among Seller, CHEC and FIF HE Holdings LLC, a Delaware limited liability company (“Purchaser”) and an affiliate of Fortress Investment Group LLC, as amended (the “Securities Purchase Agreement”). Centex previously announced its entrance into the Securities Purchase Agreement in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2006 and the completion of the sale in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2006.

     The initial cash consideration paid by Purchaser to Seller under the Securities Purchase Agreement, including certain intercompany amounts payable by CHEC (the “Initial Purchase Price”) was based on an estimate of the book value of CHEC, plus a premium calculated in accordance with agreed upon procedures. The book value component and the premium component of the Initial Purchase Price were adjusted to reflect the actual book value of CHEC as of the Closing Date and to reflect, among other things the amount and value of the home equity loans and certain other assets of CHEC and its subsidiaries as of the Closing Date. The premium component of the Initial Purchase Price is further subject to a post-closing adjustment based upon the volume of mortgage loans originated by CHEC during a two-year period after the Closing Date (the “Volume Incentive Adjustment”). The Volume Incentive Adjustment will depend primarily upon the total volume of mortgage loans originated by CHEC during the two-year period after the Closing Date (the “Measurement Period”).

     On December 20, 2006, Seller, Purchaser and Nationstar Mortgage LLC (formerly CHEC) entered into Amendment No. 2 to Securities Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed that, from the date upon which Purchaser or one of its affiliates consummates the acquisition of the Champion Mortgage business (the “Champion Business”) from R Acquisition Company LLC, an affiliate of Purchaser and KeyBank National Association, through the end of the Measurement Period, the total volume of mortgage loans originated by CHEC for purposes of determining the Volume Incentive Adjustment will be adjusted by multiplying the total volume of mortgage loans originated by CHEC and the Champion Business by 84%. In addition, the parties agreed that the maximum amount that Seller could be required to repay as a result of the Volume Incentive Adjustment is decreased from $10 million to $6.1 million.

     The foregoing includes a summary of certain provisions of the Securities Purchase Agreement and the Amendment. This summary does not purport to be complete and is qualified in its entirety by reference to the text of the Securities Purchase Agreement and the Amendment, which are filed as exhibits hereto.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02 (b)

     On December 20, 2006, Centex Corporation announced that Andrew J. Hannigan, President and Chief Operating Officer of the East Operating Region of Centex Homes, will retire on March 31, 2007. A copy of the press release announcing the retirement is filed as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits

Exhibit
Number	Description
2.1	Securities Purchase Agreement among Centex Financial Services, LLC, Centex Home Equity Company, LLC and FIF HE Holdings LLC, dated as of March 30, 2006 (incorporated by reference from the Current Report on Form 8-K, dated April 4, 2006, filed by Centex with the Securities and Exchange Commission). In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules to the foregoing Securities Purchase Agreement are not filed herewith. The Securities Purchase Agreement identifies such schedules, including the general nature of their content. Centex undertakes to provide such schedules to the Securities and Exchange Commission upon request.
2.2	Amendment No. 1 to Securities Purchase Agreement among Centex Financial Services, LLC, Centex Home Equity Company, LLC and FIF HE Holdings LLC, dated as of July 11, 2006 (incorporated by reference from the Current Report on Form 8-K, dated July 14, 2006, filed by Centex with the Securities and Exchange Commission). In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules to the foregoing Amendment No. 1 to Securities Purchase Agreement are not filed herewith. The Amendment No. 1 to Securities Purchase Agreement identifies such schedules, including the general nature of their content. Centex undertakes to provide such schedules to the Securities and Exchange Commission upon request.
2.3	Amendment No. 2 to Securities Purchase Agreement among Centex Financial Services, LLC, Nationstar Mortgage LLC and FIF HE Holdings LLC, dated as of December 20, 2006.
99.1	Press Release dated December 20, 2006.

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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 hereunto duly authorized.

CENTEX CORPORATION
By:	/s/ James R. Peacock III
	James R. Peacock III
	Vice President, Deputy General Counsel and Secretary

Date: December 22, 2006

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EXHIBIT INDEX

Exhibit
Number	Description
2.1	Securities Purchase Agreement among Centex Financial Services, LLC, Centex Home Equity Company, LLC and FIF HE Holdings LLC, dated as of March 30, 2006 (incorporated by reference from the Current Report on Form 8-K, dated April 4, 2006, filed by Centex with the Securities and Exchange Commission). In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules to the foregoing Securities Purchase Agreement are not filed herewith. The Securities Purchase Agreement identifies such schedules, including the general nature of their content. Centex undertakes to provide such schedules to the Securities and Exchange Commission upon request.
2.2	Amendment No. 1 to Securities Purchase Agreement among Centex Financial Services, LLC, Centex Home Equity Company, LLC and FIF HE Holdings LLC, dated as of July 11, 2006 (incorporated by reference from the Current Report on Form 8-K, dated July 14, 2006, filed by Centex with the Securities and Exchange Commission). In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules to the foregoing Amendment No. 1 to Securities Purchase Agreement are not filed herewith. The Amendment No. 1 to Securities Purchase Agreement identifies such schedules, including the general nature of their content. Centex undertakes to provide such schedules to the Securities and Exchange Commission upon request.
2.3	Amendment No. 2 to Securities Purchase Agreement among Centex Financial Services, LLC, Nationstar Mortgage LLC and FIF HE Holdings LLC, dated as of December 20, 2006.
99.1	Press Release dated December 20, 2006.

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EX-2.3

EXHIBIT 2.3

AMENDMENT NO. 2
TO
SECURITIES PURCHASE AGREEMENT

December 20, 2006

     This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into by and among NATIONSTAR MORTGAGE LLC, a Delaware limited liability company formerly known as Centex Home Equity Company, LLC (the “Company”), CENTEX FINANCIAL SERVICES, LLC, a Nevada limited liability company (“Seller”), and FIF HE HOLDINGS LLC, a Delaware limited liability company (“Purchaser”).

     WHEREAS, the parties have entered into the Securities Purchase Agreement, dated as of March 30, 2006, among the Company, Seller and Purchaser, as amended pursuant to that certain Amendment No. 1 to Securities Purchase Agreement, dated as of July 11, 2006 (the “Agreement”); and

WHEREAS, the parties desire to make certain amendments to the Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

     1. Definitions. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.

     2. Each reference to the term “Total Originations” shall be replaced with the term “Total Adjusted Originations” in Sections 1.2(c) and 3.3 of the Agreement and in Section 1.2(c) of the Company Disclosure Schedule other than in the definition of CTX Alliance Volume.

     3. The following definition of Total Adjusted Originations shall be added to Section 12.1 of the Agreement:

          “Total Adjusted Originations” means the Total Originations, adjusted for the period that begins on the closing date of the acquisition by the Company or any of its Affiliates of the “Champion Mortgage” business (the “Champion Business”) as contemplated by that certain Asset Purchase Agreement, dated as of November 28, 2006, by and between R Acquisition Company LLC, an affiliate of Purchaser and KeyBank National Association (the “Champion Acquisition”) and ends on the last day of the Measurement Period by multiplying the Total Originations during such period by 84%.

     4. The first sentence of the definition of Total Originations in Section 12.1 of the Agreement shall be amended and restated in its entirety as follows:

          ““Total Originations” means the principal balance at the time of origination or acquisition of all Home Equity Loans (i) originated by the Company or any of its Subsidiaries, or, from and after the consummation of the Champion Acquisition, the Champion Business, so long as the Company or any of its Affiliates owns or operates the Champion Business (whether through broker, retail or direct sales channels or otherwise), or (ii) acquired by the Company or any of its Subsidiaries through the Alliance Agreement or (iii) acquired by the Company or any of its Subsidiaries through the correspondent channel.”

     5. The first sentence of Section 1.2(c) of the Agreement shall be amended and restated in its entirety to read as follows:

               “(c) The final incentive payment payable by Purchaser to Seller (the “Final Incentive Payment”) shall be an amount determined based on the Total Adjusted Originations by the Company and its Subsidiaries (or, if applicable, their successors) during the two-year period from and after the first day of the first month that begins subsequent to the Closing Date (e.g., if the Closing Date is July 11, 2006, Total Adjusted Originations would be measured from August 1, 2006 through July 31, 2008) (the “Measurement Period”), in accordance with the provisions set forth on Section 1.2(c) of the Company Disclosure Schedule; provided, however, that in no event shall the Final Incentive Payment be greater than $50,000,000 or less than $13,900,000.”

     6. Company Disclosure Schedule.

          6.1. The following proviso is added to the first paragraph of Section 1.2(c) of the Company Disclosure Schedule immediately prior to the table:

          “; provided, further, that in no event shall the Final Incentive Payment be greater than $50,000,000 or less than $13,900,000”

          6.2. The heading of the table included in Section 1.2(c) of the Company Disclosure Schedule shall be amended and restated in its entirety as follows:

Total Adjusted
Originations	Base Amount	Final Incentive Payment
(dollars in billions)	(dollars)	(dollars)

          6.3. The last row of the table included in Section 1.2(c) of the Company Disclosure Schedule shall be amended and restated in its entirety as follows:

Less than $9.5 $ 13,900,000 The Base Amount

     7. Miscellaneous.

          7.1. All provisions of the Agreement, unless amended by this Amendment, shall remain unchanged.

          7.2. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          7.3. This Amendment shall become effective if and only if the Champion Acquisition is completed by the Company or any of its Affiliates; provided that, each party hereto has executed and delivered a counterpart hereof to each other party hereto. The Company shall notify Seller with reasonable promptness if the Champion Acquisition is completed by the Company or any of its Affiliates.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers or representatives, as of the date first written above.

SELLER:
CENTEX FINANCIAL SERVICES, LLC, a Nevada limited liability company
By:	/s/ Brian J. Woram
Name:	Brian J. Woram
Title:	Executive Vice President
COMPANY:
NATIONSTAR MORTGAGE LLC
a Delaware limited liability company
By:	/s/ Anthony H. Barone
Name:	Anthony H. Barone
Title:	President and CEO
PURCHASER:
FIF HE HOLDINGS LLC, a Delaware limited liability company
By:	/s/ Peter Smith
Name:	Peter Smith
Title:	Manager

EX-99.1

EXHIBIT 99.1

	www.centex.com P.O. Box 199000 Dallas, Texas 75219-9000 2728 North Harwood Dallas, Texas 75201-1516 Phone: (214) 981-5000
N e w s R e l e a s e

FOR IMMEDIATE RELEASE

For additional information, contact at 214/981-5000:
Matthew G. Moyer, Vice President — Investor Relations
Ken Smalling, Director — Corporate Communications

ANDREW J. HANNIGAN TO RETIRE FROM CENTEX HOMES
AFTER 30 YEARS OF “STEADFAST LEADERSHIP”

DALLAS — December 20, 2006: Centex Corporation (NYSE: CTX) today announced that Andrew J. Hannigan will retire on March 31, 2007, after 30 years of service to Centex Homes.

Hannigan most recently served as president and chief operating officer of the East Operating Region of Centex Homes and was instrumental in the company’s record growth. He joined Centex Homes’ Illinois operation as an assistant controller in 1976 and was promoted to increasing roles of responsibility throughout his career.

“For more than three decades, Andy’s steadfast leadership has been a major force behind Centex’s record growth and success,” said Tim Eller, chairman and chief executive officer of Centex Corp. “Andy’s integrity, commitment to excellence and passion for the home building industry define him as a leader. He is a long-time colleague and personal friend and Centex Homes owes Andy a huge debt of gratitude for his contributions. We wish him all the best.”

About Centex
Dallas-based Centex (NYSE: CTX), founded in 1950, is one of the nation’s leading home building companies. Centex operates in major U.S. markets in 25 states and delivered more than 39,000 homes in the United States in its most recent fiscal year ended March 31, 2006. Its leading brands include Centex Homes, Fox & Jacobs Homes, CityHomes and Centex Destination Properties.

In addition to its home building operations, Centex’s (www.centex.com) related business lines include mortgage and financial services, home services and commercial construction. These businesses provide operational or financial support to home building operations and are leaders in their respective industries. Centex consistently ranks among the most admired companies in its industry, according to FORTUNE magazine.

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