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):
October 28, 2008

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 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

(d) Exhibits The following exhibits are filed or furnished with this Report.

Exhibit
Number	Description
99.1	Press Release dated October 28, 2008
99.2	Historical Supplemental Home Building Data
99.3	Investor materials being made available in connection with the conference call to be held on October 29, 2008

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.

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

     Date: October 28, 2008

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated October 28, 2008
99.2	Historical Supplemental Home Building Data
99.3	Investor materials being made available in connection with the conference call to be held on October 29, 2008

EX-99.1

Exhibit 99.1

Centex Corporation
2728 N. Harwood
Dallas, Texas 75201-1516
P.O. Box 199000
Dallas, Texas 75219-9000

news release

For Immediate Release

For additional information, please contact:
Matthew G. Moyer, Vice President — Investor Relations
Eric Bruner, Director — Public Relations
214.981.5000

CENTEX REPORTS SECOND QUARTER RESULTS

DALLAS, Oct. 28, 2008 — Centex Corporation (NYSE: CTX) today reported financial results for its fiscal second quarter ended Sept. 30, 2008.

Highlights of the quarter ended Sept. 30, 2008 (compared to last year’s second quarter):

• Sales (orders) decreased 54% (down 42% on a per neighborhood basis) to 2,728

• Loss from continuing operations of $1.62 per diluted share

• Reduced homebuilding SG&A expenses by 50% or $148 million

• Generated positive cash flow from homebuilding operations

• Reduced debt outstanding by $150 million during the quarter

• Sept. 30 cash balance of $1.30 billion

“The homebuilding industry continues to grapple with unprecedented economic conditions. Centex has prepared for this kind of environment by building a strong cash position, consolidating operations and significantly shortening the Company’s land position. We improved our gross margins and generated positive cash from operations despite the extreme weakness in the housing market,” said Tim Eller, chairman and CEO of Centex Corp. “We are taking every action to ensure that we manage effectively though this difficult period.”

Corporate Results

Fiscal second quarter revenues were $1.01 billion, 54% lower than the same quarter last year. The loss from continuing operations for the second quarter was $202 million, or a loss of $1.62 per diluted share, narrower than last year’s second quarter loss of $645 million, or $5.27 per diluted share. Included in the fiscal second quarter loss from continuing operations are $103 million of impairments and other land-related charges, including the Company’s share of joint venture impairments, compared to $983 million of impairments and other land-related charges in last year’s second quarter.

The fiscal second quarter’s corporate general and administrative expenses were $53.4 million this year, up from $34.5 million in last year’s second quarter, reflecting primarily the centralization of certain division functions and investments to improve core business processes. “I am pleased that combined corporate and homebuilding SG&A was down 39% from last year’s second quarter. Overhead costs will continue to come down,” Mr. Eller said.

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Centex reports second quarter results/p. 2 of 7

Home Building

Fiscal second quarter revenues were $953 million, 55% lower than the same quarter last year, as a result of a 48% decrease in closings to 3,797 homes and a 12% decrease in average sales price to $247,534. Home building reported an operating loss of $115 million for the quarter, significantly narrower than last year’s second quarter loss of $953 million. The operating loss includes $103 million of impairments and write-offs.

Housing operating losses (housing revenues less housing cost of sales and SG&A) were $8 million this quarter, compared to earnings of $26 million in the previous year’s second quarter. Included in this quarter’s $8 million housing operating loss are $27 million of interest costs relieved through homebuilding cost of sales and $13 million of severance costs.

Financial Services

Financial Services reported an operating loss of $44 million this quarter, narrowed from a loss of $54 million in last year’s second quarter. Included in this quarter’s loss is $26 million of expenses related to the closing of the retail mortgage business, in line with prior guidance. Also included in this quarter’s loss is a $16 million net increase in loan loss reserves. In the quarter, Financial Services completed the sale of its Westwood Insurance Agency subsidiary. The after-tax gain on sale of $30 million is included in discontinued operations.

Other

During the fiscal second quarter, the Company increased its valuation allowance related to its deferred tax assets by $66 million in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” The increase in the valuation allowance is reflected as a charge to income tax expense and a reduction of the Company’s deferred tax asset. At the end of the quarter, the balance of the Company’s deferred tax asset was $65 million, net of the valuation allowance of $945 million.

Non-GAAP Financial Measures

Explanations of non-GAAP financial measures used in this press release and the accompanying attachments, and reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures, are given in the applicable attachments.

Centex senior management will host a conference call to discuss the second quarter financial results at 10 a.m. EDT (9 a.m. CDT) on Wednesday, Oct. 29. The live webcast may be accessed on the Investor Relations section of the Centex web site at http://ir.centex.com. A replay of the webcast, as well as the presentation, will be archived on the Investor Relations page under the “Presentations” link.

Forward-Looking Statements

Some of the statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the fact

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Centex reports second quarter results/p. 3 of 7

that they relate only to anticipated or expected events, activities, trends or results, which are inherently subject to risks, uncertainties and other factors. Actual results and outcomes may differ materially from what is expressed or forecast in such statements. Forward-looking statements included in this press release are made as of its date. We do not undertake any obligation to update or revise any forward-looking statement.

Important risks and other factors include, but are not limited to: (1) the effects of recent disruptions in the global credit and securities markets, which have adversely impacted the banking and mortgage finance industries, resulting in tightening of credit and reductions in liquidity; (2) recent adverse changes in national and regional economic or business conditions, including employment levels and interest rates; (3) the effects of the current downturn in the homebuilding industry, including potential adverse market conditions that could result in reduced sales and closings and additional inventory or other impairments; (4) customer cancellations and consumer homebuyer sentiment; (5) competition; (6) price changes in raw materials or other components of our houses; (7) the availability of adequate sources of financing to continue to implement our business strategy; and (8) our ability to generate cash from sales of assets and other sources that supplement our existing cash resources. These and other risks and uncertainties are described in greater detail in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2008, and subsequent Quarterly Reports on Form 10-Q.

Note Attachments

(1) Revenues and Earnings by Lines of Business
(2) Condensed Consolidated Balance Sheet
(3) Home Building Segment Data
(4) Supplemental Home Building Data (non-GAAP reconciliation)

Attachment 1

Centex Corporation and Subsidiaries
Revenues and Earnings by Lines of Business
(Dollars in thousands, except per share data)

	Quarter Ended									Six Months Ended
	September 30,									September 30,
	(unaudited)									(unaudited)
	2008			2007 (C)			Change			2008			2007 (C)			Change
Revenues
Home Building (A)	$	952,596		$	2,105,484			(55	%)	$	2,002,295		$	3,909,304			(49	%)
Financial Services		52,409			80,700			(35	%)		128,832			178,666			(28	%)
Total	$	1,005,005		$	2,186,184			(54	%)	$	2,131,127		$	4,087,970			(48	%)
Operating Earnings (Loss)
Home Building (A)	$	(114,764	)	$	(952,693	)				$	(245,867	)	$	(1,124,472	)
Financial Services		(44,158	)		(54,082	)					(38,091	)		(39,113	)
Other		5,285			18,122						12,393			23,048
Total Operating Earnings (Loss)		(153,637	)		(988,653	)					(271,565	)		(1,140,537	)
Corporate General and Administrative Expenses		(53,435	)		(34,540	)					(112,074	)		(79,521	)
Interest Expense		(4,973	)		—						(11,153	)		—
Loss from Continuing Operations Before Income Taxes		(212,045	)		(1,023,193	)					(394,792	)		(1,220,058	)
Income Tax Benefit (B)		10,425			378,432						24,060			443,216
Loss from Continuing Operations		(201,620	)		(644,761	)					(370,732	)		(776,842	)
Earnings from Discontinued Operations, net		29,630			928						48,643			5,050
Net Loss	$	(171,990	)	$	(643,833	)				$	(322,089	)	$	(771,792	)
Earnings (Loss) Per Share — Basic and Diluted
Continuing Operations	$	(1.62	)	$	(5.27	)				$	(2.98	)	$	(6.37	)
Discontinued Operations		0.24			0.01						0.39			0.04
Earnings (Loss) Per Share — Basic and Diluted	$	(1.38	)	$	(5.26	)				$	(2.59	)	$	(6.33	)
Average Shares Outstanding — Basic and Diluted		124,278,555			122,301,587						124,255,085			121,888,041

(A)	See Attachment 3 for detailed home building segment revenues and earnings.
(B)	Current periods include an increase in the valuation allowance related to the deferred tax assets of $65,517 and $114,821, respectively.
(C)	Prior periods have been conformed to the current year presentation.

INTEREST ANALYSIS

	Quarter Ended						Six Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2008			2007			2008			2007
Total Interest Incurred	$	52,838		$	76,086		$	114,590		$	158,437
Less - Interest Capitalized		(44,322	)		(59,507	)		(95,591	)		(121,370	)
- Financial Services’ Interest Expense		(3,543	)		(16,579	)		(7,846	)		(37,067	)
Interest Expense, net	$	4,973		$	—		$	11,153		$	—
Capitalized Interest Charged to Home Building’s Costs and Expenses	$	27,232		$	96,698		$	52,767		$	139,764

Attachment 2

Centex Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
(Dollars in millions)
(unaudited)

BALANCE SHEET

	September 30,		March 31,
	2008		2008
Assets
Cash -
Unrestricted	$	1,299	$	587
Restricted		50		51
Receivables -
Residential Mortgage Loans Held for Sale, net		419		516
Other Receivables		303		824
Inventories -
Direct Construction		1,481		1,746
Land Under Development		2,407		2,883
Land Held for Development and Sale		624		558
Land Held Under Option Agreements not Owned		148		148
Other		17		27
Investments		210		207
Property and Equipment, net		60		78
Goodwill		48		52
Deferred Tax Asset, Net of Valuation Allowance of $945 and $830		65		191
Deferred Charges and Other Assets		154		172
Assets of Discontinued Operations		—		97
	$	7,285	$	8,137
Liabilities and Stockholders’ Equity
Accounts Payable and Accrued Liabilities	$	1,843	$	2,064
Senior Notes and Other		3,104		3,325
Financial Services Debt Secured by Mortgage Loans		300		337
Liabilities of Discontinued Operations		—		34
Minority Interests		65		78
Stockholders’ Equity		1,973		2,299
	$	7,285	$	8,137

Attachment 3

Centex Corporation and Subsidiaries
Home Building Segment Data (A)
(Dollars in thousands, except per unit data)
(Unaudited)

	Revenues							Closings (Units)							Average Housing Revenue per Unit
	2008		2007		Change			2008		2007		Change			2008		2007		Change
Quarter Ended September 30,
East	$	311,037	$	731,716		(57	%)		1,118		2,424		(54	%)	$	275,459	$	293,354		(6	%)
Central		295,809		522,574		(43	%)		1,595		2,774		(43	%)		181,251		186,497		(3	%)
West		343,484		794,448		(57	%)		1,084		2,035		(47	%)		316,263		388,516		(19	%)
Other homebuilding		2,266		56,746		(96	%)		—		117		(100	%)		—		384,043		(100	%)
Total Home Building	$	952,596	$	2,105,484		(55	%)		3,797		7,350		(48	%)	$	247,534	$	280,816		(12	%)

	Sales (Orders) (Units)							Sales (Orders) Backlog (Units)							Sales (Orders) Backlog
	2008		2007		Change			2008		2007		Change			2008		2007		Change
Quarter Ended September 30,
East		1,059		1,725		(39	%)		2,801		2,757		2	%	$	867,366	$	825,995		5	%
Central		1,075		2,370		(55	%)		2,616		3,782		(31	%)		472,893		699,443		(32	%)
West		594		1,801		(67	%)		1,536		3,022		(49	%)		494,599		1,125,275		(56	%)
Other homebuilding		—		57		(100	%)		—		72		(100	%)		—		26,674		(100	%)
Total Home Building		2,728		5,953		(54	%)		6,953		9,633		(28	%)	$	1,834,858	$	2,677,387		(31	%)

	Operating Earnings (Loss)						Impairments & Write-offs (B)				Lots Owned (Units)				Lots Controlled (Units)
	2008			2007			2008		2007		2008		2007		2008		2007
Quarter Ended September 30,
East	$	(46,462	)	$	(137,533	)	$	30,174	$	137,629		32,532		39,940		5,919		18,615
Central		(22,482	)		(33,258	)		19,408		50,818		17,223		25,723		4,456		11,767
West		(41,906	)		(673,590	)		34,091		646,315		12,232		22,715		1,491		9,098
Other homebuilding		(3,914	)		(108,312	)		7,163		111,765		1,324		3,657		—		—
Total Home Building	$	(114,764	)	$	(952,693	)		90,836		946,527		63,311		92,035		11,866		39,480
Share of Joint Venture Impairments								11,983		36,612
Total Impairments							$	102,819	$	983,139

(A)	Prior periods have been conformed to the current year presentation.
(B)	Impairments and write-offs by segment include land-related impairments and write-offs and goodwill impairments.

Attachment 3 (Continued)

Centex Corporation and Subsidiaries
Home Building Segment Data (A)
(Dollars in thousands, except per unit data)
(Unaudited)

	Revenues							Closings (Units)							Average Housing Revenue per Unit
	2008		2007		Change			2008		2007		Change			2008		2007		Change
Six Months Ended September 30,
East	$	619,076	$	1,294,533		(52	%)		2,206		4,192		(47	%)	$	275,184	$	301,114		(9	%)
Central		593,988		971,151		(39	%)		3,164		5,181		(39	%)		185,072		185,588		—	%
West		772,671		1,544,218		(50	%)		2,330		3,845		(39	%)		329,387		399,002		(17	%)
Other homebuilding		16,560		99,402		(83	%)		36		227		(84	%)		332,861		355,837		(6	%)
Total Home Building	$	2,002,295	$	3,909,304		(49	%)		7,736		13,445		(42	%)	$	254,922	$	285,514		(11	%)

	Operating Earnings (Loss)						Impairments & Write-offs (B)				Sales (Orders) (Units)
	2008			2007			2008		2007		2008		2007		Change
Six Months Ended September 30,
East	$	(133,264	)	$	(132,963	)	$	70,230	$	155,452		2,559		3,672		(30	%)
Central		(35,952	)		(27,749	)		29,886		56,675		2,825		4,974		(43	%)
West		(72,393	)		(818,546	)		43,773		756,726		1,526		3,694		(59	%)
Other homebuilding		(4,258	)		(145,214	)		7,163		143,136		33		87		(62	%)
Total Home Building	$	(245,867	)	$	(1,124,472	)		151,052		1,111,989		6,943		12,427		(44	%)
Share of Joint Venture Impairments								31,681		63,662
Total Impairments							$	182,733	$	1,175,651

(A)	Prior periods have been conformed to the current year presentation.
(B)	Impairments and write-offs by segment include land-related impairments and write-offs and goodwill impairments.

Attachment 4

Centex Corporation and Subsidiaries
Supplemental Home Building Data
(Dollars in thousands, except per unit data)
(unaudited)

RECONCILIATION OF HOUSING/HOME BUILDING OPERATING EARNINGS

	Quarter Ended September 30,										Six Months Ended September 30,
	2008					2007					2008					2007
HOME BUILDING
Revenues — Housing	$	939,888		100.0	%	$	2,063,999		100.0	%	$	1,972,079		100.0	%	$	3,838,737		100.0	%
Cost of Sales — Housing		(798,956	)	(85.0	%)		(1,741,203	)	(84.4	%)		(1,709,082	)	(86.6	%)		(3,222,554	)	(83.9	%)
Gross Margin — Housing		140,932		15.0	%		322,796		15.6	%		262,997		13.4	%		616,183		16.1	%
Selling, General & Administrative (A)		(148,856	)	(15.8	%)		(296,631	)	(14.3	%)		(315,071	)	(16.0	%)		(595,259	)	(15.6	%)
Housing Operating (Loss) Earnings (B)		(7,924	)	(0.8	%)		26,165		1.3	%		(52,074	)	(2.6	%)		20,924		0.5	%
Revenues — Land Sales & Other		12,708					41,485					30,216					70,567
Cost of Sales — Land Sales & Other		(109,521	)				(927,239	)				(197,783	)				(1,102,806	)
Gross Margin — Land Sales & Other		(96,813	)				(885,754	)				(167,567	)				(1,032,239	)
Goodwill Impairment		—					(61,322	)				—					(61,322	)
Losses from Unconsolidated Entities and Other (C)		(10,027	)				(31,782	)				(26,226	)				(51,835	)
Operating Loss	$	(114,764	)	(12.0	%)	$	(952,693	)	(45.2	%)	$	(245,867	)	(12.3	%)	$	(1,124,472	)	(28.8	%)
Average Neighborhoods		523					658					546					667
% Change		(20.5	%)				(4.9	%)				(18.1	%)				(1.9	%)

(A)	Selling, General & Administrative expenses above are those associated with field operations.
(B)	Housing Operating Earnings is defined as housing revenues less housing cost of sales less selling, general & administrative expenses. Housing Operating Margin is defined as housing operating earnings divided by total housing revenues.
(C)	Includes losses from unconsolidated entities of $12,902, $36,840, $33,199 and $62,193, respectively.

IMPAIRMENTS AND WRITE-OFFS

	Quarter Ended September 30,				Six Months Ended September 30,
	2008		2007		2008		2007
Impairment Charges	$	76,890	$	846,887	$	127,005	$	989,479
Write-offs of Land Deposits and Pre-Acquisition Costs		13,946		38,318		24,047		61,188
Goodwill Impairment		—		61,322		—		61,322
Subtotal		90,836		946,527		151,052		1,111,989
Share of Joint Venture Impairments		11,983		36,612		31,681		63,662
Total Impairments and Write-offs	$	102,819	$	983,139	$	182,733	$	1,175,651

EX-99.2

Exhibit 99.2

Centex Corporation and Subsidiaries
Supplemental Home Building Data
Restated Housing Data by Geographic Area (A)
(Unaudited)

(A) The Company’s Report on Form 10-Q at September 30, 2008 includes a change in reporting segments. Prior year segment information included in the June 30, 2008 Form 10-Q was revised to conform to the current presentation. Further information regarding the Home Building reporting segments shown below may be found in Item 1, Footnote I (Business Segments) of Centex’s Form 10-Q for the quarter ended September 30, 2008. The following tables present the last three fiscal years’ home building data by quarter for the new reporting segments, including the current fiscal year.

HOME BUILDING REVENUES
(Dollars in thousands)

	Fiscal Year Ending March 31, 2009
	Q1		Q2		Q3	Q4	Fiscal Year
East	$	308,039	$	311,037
Central		298,179		295,809
West		429,187		343,484
Other homebuilding		14,294		2,266
	$	1,049,699	$	952,596

	Fiscal Year Ended March 31, 2008
	Q1		Q2		Q3		Q4		Fiscal Year
East	$	562,817	$	731,716	$	561,826	$	680,550	$	2,536,909
Central		448,577		522,574		452,258		494,218		1,917,627
West		749,770		794,448		763,002		961,070		3,268,290
Other homebuilding		42,656		56,746		33,998		109,388		242,788
	$	1,803,820	$	2,105,484	$	1,811,084	$	2,245,226	$	7,965,614

	Fiscal Year Ended March 31, 2007
	Q1		Q2		Q3		Q4		Fiscal Year
East	$	927,004	$	923,192	$	835,363	$	1,164,018	$	3,849,577
Central		585,359		607,012		568,365		640,372		2,401,108
West		1,061,024		1,061,582		1,088,859		1,535,201		4,746,666
Other homebuilding		76,450		66,261		94,664		180,101		417,476
	$	2,649,837	$	2,658,047	$	2,587,251	$	3,519,692	$	11,414,827

HOME BUILDING OPERATING EARNINGS (LOSS)
(Dollars in thousands)

	Fiscal Year Ending March 31, 2009
	Q1			Q2			Q3	Q4	Fiscal Year
East	$	(86,802	)	$	(46,462	)
Central		(13,470	)		(22,482	)
West		(30,487	)		(41,906	)
Other homebuilding		(344	)		(3,914	)
	$	(131,103	)	$	(114,764	)

	Fiscal Year Ended March 31, 2008
	Q1			Q2			Q3			Q4			Fiscal Year
East	$	4,570		$	(137,533	)	$	(177,125	)	$	(198,567	)	$	(508,655	)
Central		5,509			(33,258	)		(37,032	)		(52,453	)		(117,234	)
West		(144,956	)		(673,590	)		(377,589	)		(545,138	)		(1,741,273	)
Other homebuilding		(36,902	)		(108,312	)		(33,519	)		(57,223	)		(235,956	)
	$	(171,779	)	$	(952,693	)	$	(625,265	)	$	(853,381	)	$	(2,603,118	)

	Fiscal Year Ended March 31, 2007
	Q1		Q2		Q3			Q4			Fiscal Year
East	$	142,399	$	93,890	$	(24,117	)	$	37,874		$	250,046
Central		29,408		25,979		(8,117	)		(8,517	)		38,753
West		123,214		24,178		(204,659	)		998			(56,269	)
Other homebuilding		16,892		4,688		(5,509	)		(43,248	)		(27,177	)
	$	311,913	$	148,735	$	(242,402	)	$	(12,893	)	$	205,353

Centex Corporation and Subsidiaries
Supplemental Home Building Data
Restated Housing Data by Geographic Area
(Unaudited)

IMPAIRMENTS AND WRITE-OFFS (A)
(Dollars in thousands)

	Fiscal Year Ending March 31, 2009
	Q1		Q2		Q3	Q4	Fiscal Year
East	$	40,056	$	30,174
Central		10,478		19,408
West		9,682		34,091
Other homebuilding		—		7,163
Segment Totals		60,216		90,836
Share of Joint Venture Impairments		19,698		11,983
	$	79,914	$	102,819

	Fiscal Year Ended March 31, 2008
	Q1		Q2		Q3		Q4		Fiscal Year
East	$	17,823	$	137,629	$	168,761	$	86,719	$	410,932
Central		5,857		50,818		37,819		15,224		109,718
West		110,411		646,315		293,706		247,843		1,298,275
Other homebuilding		31,371		111,765		29,029		—		172,165
Segment Totals		165,462		946,527		529,315		349,786		1,991,090
Share of Joint Venture Impairments		27,050		36,612		24,850		12,013		100,525
	$	192,512	$	983,139	$	554,165	$	361,799	$	2,091,615

	Fiscal Year Ended March 31, 2007
	Q1		Q2		Q3		Q4		Fiscal Year
East	$	2,740	$	23,703	$	104,237	$	72,710	$	203,390
Central		1,907		8,521		35,053		31,519		77,000
West		31,655		85,482		204,070		69,913		391,120
Other homebuilding		—		1,802		7		10,593		12,402
Segment Totals		36,302		119,508		343,367		184,735		683,912
Share of Joint Venture Impairments		—		10,500		96,369		17,655		124,524
	$	36,302	$	130,008	$	439,736	$	202,390	$	808,436

(A) Impairments and write-offs by segment include land-related impairments and write-offs and goodwill impairments.

AVERAGE HOUSING REVENUE PER UNIT

	Fiscal Year Ending March 31, 2009
	Q1		Q2		Q3	Q4	Fiscal Year
East	$	274,902	$	275,459
Central	$	188,957	$	181,251
West	$	340,805	$	316,263
Other homebuilding	$	332,833	$	—
	$	262,044	$	247,534

	Fiscal Year Ended March 31, 2008
	Q1		Q2		Q3		Q4		Fiscal Year
East	$	311,753	$	293,354	$	285,114	$	276,801	$	290,955
Central	$	184,539	$	186,497	$	180,447	$	179,759	$	182,855
West	$	410,790	$	388,516	$	354,202	$	360,984	$	377,012
Other homebuilding	$	325,836	$	384,043	$	311,101	$	450,171	$	353,900
	$	291,179	$	280,816	$	268,588	$	267,953	$	276,788

	Fiscal Year Ended March 31, 2007
	Q1		Q2		Q3		Q4		Fiscal Year
East	$	326,458	$	316,850	$	316,181	$	319,637	$	319,783
Central	$	187,076	$	186,511	$	184,021	$	178,003	$	183,686
West	$	446,844	$	448,291	$	419,832	$	444,373	$	439,892
Other homebuilding	$	299,667	$	303,068	$	402,351	$	427,821	$	371,255
	$	308,014	$	305,201	$	300,968	$	315,157	$	307,810

Centex Corporation and Subsidiaries
Supplemental Home Building Data
Restated Housing Data by Geographic Area
(Unaudited)

CLOSINGS (UNITS)

	Fiscal Year Ending March 31, 2009
	Q1		Q2		Q3	Q4	Fiscal Year
East		1,088		1,118
Central		1,569		1,595
West		1,246		1,084
Other homebuilding		36		—
		3,939		3,797

	Fiscal Year Ended March 31, 2008
	Q1		Q2		Q3		Q4		Fiscal Year
East		1,768		2,424		1,929		2,213		8,334
Central		2,407		2,774		2,491		2,634		10,306
West		1,810		2,035		2,148		2,218		8,211
Other homebuilding		110		117		89		35		351
		6,095		7,350		6,657		7,100		27,202

	Fiscal Year Ended March 31, 2007
	Q1		Q2		Q3		Q4		Fiscal Year
East		2,757		2,901		2,613		3,335		11,606
Central		3,059		3,105		3,053		3,549		12,766
West		2,310		2,342		2,526		3,334		10,512
Other homebuilding		192		177		168		364		901
		8,318		8,525		8,360		10,582		35,785

SALES (ORDERS) (UNITS)

	Fiscal Year Ending March 31, 2009
	Q1		Q2		Q3	Q4	Fiscal Year
East		1,500		1,059
Central		1,750		1,075
West		932		594
Other homebuilding		33		—
		4,215		2,728

	Fiscal Year Ended March 31, 2008
	Q1		Q2		Q3		Q4		Fiscal Year
East		1,947		1,725		1,550		2,283		7,505
Central		2,604		2,370		2,074		2,538		9,586
West		1,893		1,801		1,854		1,858		7,406
Other homebuilding		30		57		59		14		160
		6,474		5,953		5,537		6,693		24,657

	Fiscal Year Ended March 31, 2007
	Q1		Q2		Q3		Q4			Fiscal Year
East		2,424		1,954		1,721		2,422			8,521
Central		3,411		2,874		2,546		3,161			11,992
West		2,348		1,989		1,834		2,260			8,431
Other homebuilding		67		11		38		(11	)		105
		8,250		6,828		6,139		7,832			29,049

Centex Corporation and Subsidiaries
Supplemental Home Building Data
Restated Housing Data by Geographic Area
(Unaudited)

SALES (ORDERS) BACKLOG (UNITS)

	As of
			September 30,		December 31,
	June 30, 2008		2008		2008	March 31, 2009
East		2,860		2,801
Central		3,136		2,616
West		2,026		1,536
Other homebuilding		—		—
		8,022		6,953

	As of
			September 30,		December 31,
	June 30, 2007		2007		2007		March 31, 2008
East		3,456		2,757		2,378		2,448
Central		4,186		3,782		3,365		2,955
West		3,256		3,022		2,728		2,340
Other homebuilding		132		72		42		3
		11,030		9,633		8,513		7,746

	As of
			September 30,		December 31,
	June 30, 2006		2006		2006		March 31, 2007
East		6,029		5,082		4,190		3,277
Central		5,115		4,884		4,377		3,989
West		5,292		4,939		4,247		3,173
Other homebuilding		883		717		587		212
		17,319		15,622		13,401		10,651

SALES (ORDERS) BACKLOG (DOLLARS)
(Dollars in thousands)

	As of
			September 30,		December 31,
	June 30, 2008		2008		2008	March 31, 2009
East	$	819,938	$	867,366
Central		579,785		472,893
West		649,838		494,599
Other homebuilding		—		—
	$	2,049,561	$	1,834,858

	As of
			September 30,		December 31,
	June 30, 2007		2007		2007		March 31, 2008
East	$	1,107,595	$	825,995	$	709,982	$	718,580
Central		773,468		699,443		605,526		531,487
West		1,278,043		1,125,275		937,874		764,396
Other homebuilding		49,067		26,674		13,510		1,341
	$	3,208,173	$	2,677,387	$	2,266,892	$	2,015,804

	As of
			September 30,		December 31,
	June 30, 2006		2006		2006		March 31, 2007
East	$	2,089,932	$	1,647,931	$	1,361,482	$	1,058,954
Central		924,161		880,223		797,559		735,756
West		2,419,903		2,254,775		1,909,992		1,299,452
Other homebuilding		312,330		281,043		245,027		81,797
	$	5,746,326	$	5,063,972	$	4,314,060	$	3,175,959

Centex Corporation and Subsidiaries
Supplemental Home Building Data
Restated Housing Data by Geographic Area
(Unaudited)

LOTS OWNED (UNITS)

	As of
			September 30,		December 31,
	June 30, 2008		2008		2008	March 31, 2009
East		33,534		32,532
Central		18,997		17,223
West		12,911		12,232
Other homebuilding		1,324		1,324
		66,766		63,311

	As of
			September 30,		December 31,
	June 30, 2007		2007		2007		March 31, 2008
East		41,565		39,940		38,209		35,235
Central		27,229		25,723		24,163		20,261
West		23,701		22,715		21,584		13,634
Other homebuilding		3,870		3,657		3,645		1,092
		96,365		92,035		87,601		70,222

	As of
			September 30,		December 31,
	June 30, 2006		2006		2006		March 31, 2007
East		46,040		45,326		43,642		42,341
Central		33,154		31,845		29,837		27,547
West		30,060		28,073		26,449		24,247
Other homebuilding		3,722		4,610		4,258		4,176
		112,976		109,854		104,186		98,311

LOTS CONTROLLED (UNITS)

	As of
			September 30,		December 31,
	June 30, 2008		2008		2008	March 31, 2009
East		7,173		5,919
Central		5,558		4,456
West		1,819		1,491
Other homebuilding		—		—
		14,550		11,866

	As of
			September 30,		December 31,
	June 30, 2007		2007		2007		March 31, 2008
East		28,645		18,615		13,790		8,551
Central		15,073		11,767		9,402		6,349
West		10,630		9,098		7,869		3,247
Other homebuilding		—		—		—		—
		54,348		39,480		31,061		18,147

	As of
			September 30,		December 31,
	June 30, 2006		2006		2006		March 31, 2007
East		84,916		65,526		41,148		32,513
Central		27,514		24,338		20,583		16,618
West		54,344		45,284		19,982		12,498
Other homebuilding		2,840		601		178		80
		169,614		135,749		81,891		61,709

EX-99.3

Exhibit 99.3

Second Quarter Results and Conference Call October 29, 2008 FINAL

Forward-looking Statements Some of the statements in this presentation are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the fact that they relate only to anticipated or expected events, activities, trends or results, which are inherently subject to risks, uncertainties and other factors. Actual results and outcomes may differ materially from what is expressed or forecast in such statements. Forward- looking statements included in this presentation are made as of its date. We do not undertake any obligation to update or revise any forward-looking statement. Important risks and other factors include, but are not limited to: (1) the effects of recent disruptions in the global credit and securities markets, which have adversely impacted the banking and mortgage finance industries, resulting in tightening of credit and reductions in liquidity; (2) recent adverse changes in national and regional economic or business conditions, including employment levels and interest rates; (3) the effects of the current downturn in the homebuilding industry, including potential adverse market conditions that could result in reduced sales and closings and additional inventory or other impairments; (4) customer cancellations and consumer homebuyer sentiment; (5) competition; (6) price changes in raw materials or other components of our houses; (7) the availability of adequate sources of financing to continue to implement our business strategy; and (8) our ability to generate cash from sales of assets and other sources that supplement our existing cash resources. These and other risks and uncertainties are described in greater detail in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and subsequent Quarterly Reports on Form 10-Q.

Effectively navigating the cycle Unprecedented economic environment for homebuilding Centex sales per neighborhood now average 1.7 per month Could weaken further in December quarter Some elements of a bottom are now in place Timing and duration difficult to predict Conditions could get worse before they get better Centex actions based on current market realities Continuing to take anticipatory actions without compromising preparedness for inevitable opportunities Strong cash position, consolidated divisions, shortened land supply This cycle will "test the best, eliminate the rest"

Making the right strategic choices Cash accumulation Pattern of sequentially improving gross margins In the face of industry price pressure and declining sales Incentives and discounts trending down Strong cash position expected to continue to grow Cash preservation Reduced homebuilding and corporate SG&A by 39% YOY Land development requirements are low We intend to continue to reduce debt while preserving cash

Preparing to emerge with strength Sufficient owned and optioned lots for near-term needs Supplemented by finished lots coming on the market Opportunities to gain market share Severity of cycle is driving smaller players from the field Scale in the most attractive markets will yield benefits/higher returns

Second quarter commentary Generated positive cash flow from homebuilding operations Continued to improve balance sheet strength Improved gross margins sequentially Reduced homebuilding and corporate SG&A by 39% YOY Exited retail mortgage origination platform Successfully sold insurance agency and builders' supply businesses

Second quarter homebuilding operations Revenues down 55% to $953 million Closings down 48% to 3,797 homes Average selling price decreased 12% to $247,534 Sales (orders), down 54% Sales per neighborhood at 1.7 per month Backlog 6,953 units, down 28% $1.83 billion, down 31% Own 63,311 lots, down 31% Options on 11,866 lots, down 70% Valuation allowance on deferred tax asset now approximately $7.50 per share

East 1,059 -39% 1,118 -54% Central 1,075 -55% 1,595 -43% West 594 -67% 1,084 -47% Total 2,728 -54% 3,797 -48% Homebuilding: Second quarter sales and closings Sales % Chg Closings % Chg Unit data for the Quarter Ended September 30, 2008

Strategic choices yielding results "Build-to-order" approach increasing gross margins Home building gross margin up 730 bps in last six months Incentives and discounts down to 7.9% (half of peak levels) Dramatically reducing land spend budget Land acquisition/development now expected to be about $100 million for remainder of this fiscal year About half of lots in Land under development are finished Achieving direct construction cost reductions despite higher commodity costs in the period

Accumulating and preserving cash Cash balance of $1.30 billion at Sept. 30, up $64 million from June 30 Expecting balance to be higher on 3/31/09 Paid off $150 million of maturing senior notes in the quarter Lowering interest expense Overhead costs will continue to come down

Financial Services Wind down of retail mortgage business virtually complete Incurred $26 million in related expenses, in line with guidance Completed sale of insurance agency business $30 million after-tax gain on sale accounted for in discontinued operations Mortgage operations now focused solely on homebuilding customers Increased loan loss reserves by $16 million, net of sales

Key Messages Effectively navigating the cycle Making the right strategic choices Preparing to emerge with strength

Questions and Answers