UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO
 Commission File Number: 1-6776
 CENTEX CORPORATION
 (Exact name of registrant as specified in its charter)
 Nevada
(State of incorporation)
75-0778259
(I.R.S. Employer Identification No.)
 2728 N. Harwood, Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
(214) 981-5000
(Registrants telephone number, including area code)
  Title of each class
    
    Name of each exchange on which registeredCommon Stock ($ .25 par value)
    
    New York Stock Exchange
  ü
 ü
 ü
 ü
  þ
    
    Large accelerated filer
    
    o
    
    Accelerated filer
    
    o
    
    Non-accelerated filer
    
    o
    
    Smaller Reporting Company(Do not check if a smaller reporting company)
 ü
  DOCUMENTS INCORPORATED BY REFERENCE




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FORM 10-K
 March 31, 2008
 TABLE OF CONTENTS
  PART IItem 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    10Item 1B.
    
    Unresolved Staff Comments
    
    
    18Item 2.
    
    Properties
    
    
    18Item 3.
    
    Legal Proceedings
    
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18Item 4A.
    
    Executive Officers of the Registrant
    
    
    19PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    20Item 6.
    
    Selected Financial Data
    
    
    22Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    59Item 8.
    
    Financial Statements and Supplementary Data
    
    
    61Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    106Item 9A.
    
    Controls and Procedures
    
    
    106Item 9B.
    
    Other Information
    
    
    106PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    106Item 11.
    
    Executive Compensation
    
    
    106Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    107Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    107Item 14.
    
    Principal Accountant Fees and Services
    
    
    107PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    107SIGNATURES
    
    
    112
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PART I
 
 ITEM 1. BUSINESS
 General Development of Business
      Business
    
    Date
    
    DescriptionHome Services
    
    April 2008
    
    We sold our home services
operations, which were
previously included in
our Other segment.Construction Services
    
    March 2007
    
    We sold our commercial
construction operations,
which were previously a
separate reporting
segment.Home Equity
    
    July 2006
    
    We sold our sub-prime
home equity lending
operations, which were
previously included in
the Financial Services
segment.International Homebuilding
    
    September 2005
    
    We sold our international
homebuilding operations,
which were previously
included in the Home
Building segment.Commercial Real Estate
    
    February 2004
    
    We simplified the
organizational structure
of the Company and its
affiliates by acquiring a
primarily commercial real
estate company whose
publicly traded
securities had previously
traded in tandem with our
common stock. Those
operations have been
substantially liquidated.Construction Products
    
    January 2004
    
    We made a tax-free
spin-off to our
stockholders of our
equity interests in our
construction products
operations, which were
previously a separate
reporting segment.Manufactured Homes
    
    June 2003
    
    We made a tax-free
spin-off to our
stockholders of
substantially all of our
manufactured housing
operations, which were
previously included in
our Other segment.
  1




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Financial Information about Segments
  Description of Business
  HOME BUILDING
  Markets
  2




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Segment
    
    States
    
    Markets
    
    States and Markets (continued)East
    
    Georgia
    
    Savannah
    
    South
    
    Charleston/N. CharlestonMaryland
    
    Bethesda/Frederick/Gaithersburg
    
    Carolina
    
    Myrtle Beach/Conway/Washington, D.C./Arlington/Alexandria
    
    
    
    N. Myrtle BeachNew Jersey
    
    Edison
    
    Virginia
    
    RichmondNewark/Union
    
    
    
    Virginia Beach/Norfolk/Trenton/Ewing
    
    
    
    Newport NewsNorth
    
    Burlington
    
    
    
    WinchesterCarolina
    
    Charlotte/Gastonia/ConcordDurhamRaleigh/CaryWilmingtonSoutheast
    
    Florida
    
    Cape Coral/Ft. Myers
    
    Florida
    
    Tampa/St. Petersburg/ClearwaterJacksonville
    
    (cont)
    
    Vero BeachNaples/Marco Island
    
    
    
    West Palm Beach/Boca Raton/Orlando
    
    
    
    Boynton BeachPort St. Lucie/Ft. Pierce
    
    Georgia
    
    Atlanta/Sandy Springs/MariettaPunta Gorda
    
    Tennessee
    
    Nashville/Davidson/Sarasota/Bradenton/Venice
    
    
    
    MurfreesboroCentral
    
    Indiana
    
    Indianapolis
    
    Minnesota
    
    Minneapolis/St. Paul/BloomingtonIllinois
    
    Chicago/Naperville/Joliet
    
    
    
    RochesterMichigan
    
    Ann Arbor
    
    Missouri
    
    St. LouisDetroit/Livonia/DearbornFlintMonroeWarren/Farmington Hills/TroyTexas
    
    Texas
    
    Austin/Round Rock
    
    Texas (cont)
    
    Houston/Baytown/Sugar LandDallas/Plano/Irving
    
    
    
    Killeen/Temple/Ft. HoodFt. Worth/Arlington
    
    
    
    San AntonioNorthwest
    
    California
    
    Bakersfield
    
    Colorado
    
    Denver/AuroraFresno
    
    
    
    Ft. Collins/LovelandHanford/Corcoran
    
    
    
    GreeleyMerced
    
    Hawaii
    
    HonoluluModesto
    
    Nevada
    
    Reno/SparksOakland/Fremont/Hayward
    
    Oregon
    
    Portland/Vancouver/BeavertonSacramento/Arden/Arcade/Roseville
    
    Washington
    
    Seattle/Bellevue/EverettSan Jose/Sunnyvale/Santa Clara
    
    
    
    TacomaStocktonVisalia/PortervilleYuba CitySouthwest
    
    Arizona
    
    Phoenix/Mesa
    
    Nevada
    
    Las Vegas/ParadiseCalifornia
    
    El Centro
    
    New Mexico
    
    AlbuquerqueLos Angeles/Long Beach/Glendale
    
    
    
    Santa FeOxnard/Thousand Oaks/VenturaRiverside/San Bernardino/OntarioSan Luis Obispo/Paso RoblesSanta Ana/Anaheim/IrvineSanta Barbara/Santa Maria/GoletaOther
homebuilding
    
    Other homebuilding includes certain resort/second home projects in Florida that we plan to build-out and liquidate,
and holding companies. In addition, Other homebuilding includes amounts consolidated under the caption land held
under option agreements not owned and capitalized interest for all regions.
 3




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4




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Units Closed:
 For the Years Ended March 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004East
    
    
    5,345
    
    
    
    6,720
    
    
    
    7,116
    
    
    
    5,674
    
    
    
    5,064Southeast
    
    
    3,417
    
    
    
    5,374
    
    
    
    6,426
    
    
    
    4,867
    
    
    
    4,594Central
    
    
    3,718
    
    
    
    4,789
    
    
    
    5,971
    
    
    
    5,593
    
    
    
    4,990Texas
    
    
    5,772
    
    
    
    7,083
    
    
    
    6,899
    
    
    
    6,173
    
    
    
    6,055Northwest
    
    
    4,062
    
    
    
    4,709
    
    
    
    4,580
    
    
    
    3,740
    
    
    
    3,121Southwest
    
    
    4,537
    
    
    
    6,209
    
    
    
    6,786
    
    
    
    5,614
    
    
    
    4,981Other homebuilding
    
    
    351
    
    
    
    901
    
    
    
    1,454
    
    
    
    1,726
    
    
    
    1,55327,202
    
    
    
    35,785
    
    
    
    39,232
    
    
    
    33,387
    
    
    
    30,358Average Revenue Per Unit (in 000s)
    
    $
    277
    
    
    $
    308
    
    
    $
    304
    
    
    $
    270
    
    
    $
    242
 Sales Orders (in Units):
 For the Years Ended March 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004East
    
    
    4,787
    
    
    
    5,495
    
    
    
    6,840
    
    
    
    6,431
    
    
    
    5,616Southeast
    
    
    3,234
    
    
    
    3,425
    
    
    
    5,703
    
    
    
    6,125
    
    
    
    5,294Central
    
    
    3,310
    
    
    
    4,271
    
    
    
    5,636
    
    
    
    5,346
    
    
    
    5,320Texas
    
    
    5,413
    
    
    
    6,914
    
    
    
    6,994
    
    
    
    6,508
    
    
    
    6,250Northwest
    
    
    3,629
    
    
    
    4,300
    
    
    
    4,597
    
    
    
    4,211
    
    
    
    3,627Southwest
    
    
    4,124
    
    
    
    4,539
    
    
    
    7,196
    
    
    
    6,137
    
    
    
    5,694Other homebuilding
    
    
    160
    
    
    
    105
    
    
    
    1,064
    
    
    
    1,804
    
    
    
    1,92124,657
    
    
    
    29,049
    
    
    
    38,030
    
    
    
    36,562
    
    
    
    33,722
 Backlog Units:
 As of March 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004East
    
    
    1,290
    
    
    
    1,848
    
    
    
    3,073
    
    
    
    3,349
    
    
    
    2,592Southeast
    
    
    1,336
    
    
    
    1,519
    
    
    
    3,468
    
    
    
    4,191
    
    
    
    2,933Central
    
    
    1,116
    
    
    
    1,744
    
    
    
    2,262
    
    
    
    2,597
    
    
    
    2,844Texas
    
    
    1,877
    
    
    
    2,020
    
    
    
    2,189
    
    
    
    2,094
    
    
    
    1,759Northwest
    
    
    1,250
    
    
    
    1,805
    
    
    
    2,214
    
    
    
    2,197
    
    
    
    1,726Southwest
    
    
    874
    
    
    
    1,503
    
    
    
    3,173
    
    
    
    2,763
    
    
    
    2,240Other homebuilding
    
    
    3
    
    
    
    212
    
    
    
    1,008
    
    
    
    1,398
    
    
    
    1,3207,746
    
    
    
    10,651
    
    
    
    17,387
    
    
    
    18,589
    
    
    
    15,414
  5




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Competition and Other Factors
       6




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FINANCIAL SERVICES
      For the Years Ended March 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Loan Types (originations):Builder
    
    
    20,431
    
    
    
    27,141
    
    
    
    27,364
    
    
    
    22,517
    
    
    
    20,865Retail (1)
    
    
    24,729
    
    
    
    30,638
    
    
    
    43,319
    
    
    
    44,816
    
    
    
    67,48145,160
    
    
    
    57,779
    
    
    
    70,683
    
    
    
    67,333
    
    
    
    88,346Origination Volume (in millions)
    
    $
    9,991.3
    
    
    $
    13,826.0
    
    
    $
    15,827.4
    
    
    $
    13,039.0
    
    
    $
    15,116.0Percent of Home Buildings
Closings Financed(2)
    
    
    79
    %
    
    
    80
    %
    
    
    75
    %
    
    
    73
    %
    
    
    74
    %
 (1)
    
    Over the last five fiscal years, the reduction in retail loan originations is primarily
attributable to decreases in refinancing activity and homebuyer demand, and our strategic
decision to reduce the number of retail loan officers. In fiscal year 2008, retail loan
originations were also affected by adverse market conditions that further reduced demand and
resulted in a reduction of mortgage loan products.
 7




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(2)
    
    Excludes non-financed cash-only closings.
      Competition and Other Factors
    8




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EMPLOYEES
  Line of Business
    
    EmployeesHome Building
    
    
    4,143Financial Services
    
    
    1,920Other
    
    
    467Total
    
    
    6,530
  NYSE AND SEC CERTIFICATIONS
  AVAILABLE INFORMATION
  9




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ITEM 1A. RISK FACTORS
  HOME BUILDING
 The homebuilding industry is undergoing a significant downturn; this downturn has had a material
adverse effect on our business and results of operations and is expected to continue through our
next fiscal year.
  
    
    increased inventory of new and existing homes for sale, including the impact of
increases in residential foreclosures,
    
    reduced availability and increased cost of mortgage financing due to the significant
mortgage market disruptions,
    
    a decrease in the affordability of housing in selected markets as a result of
significant price appreciation in the years preceding the downturn and tightened credit
standards for homebuyers,
    
    a decline in homebuyer demand due to lower consumer confidence in the consumer real
estate market and an inability of many homebuyers to sell their existing homes, and
    
    pricing pressures resulting from a variety of factors, including the decision of
homebuilders to offer significant discounts and sales incentives, to liquidate unsold
inventories in order to generate cash, and the need for home prices to fall within
mortgage qualification limits.
   The market value of land is subject to significant fluctuations, which have resulted in significant
impairments and write-offs in our land holdings and may continue to do so.
  10




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Continued cancellations of home sales contracts may have a material adverse effect on our business.
  Increases in interest rates, decreases in the availability of mortgage financing or other changes
in market conditions could make it more difficult or costly for customers to purchase our homes.
   Competition for homebuyers could reduce our closings or decrease our profitability.
  11




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We conduct certain of our homebuilding operations through joint ventures with independent third
parties in which we do not have a majority interest, and we can be adversely impacted by joint
venture partners failure to fulfill their obligations.
     Compliance with regulatory requirements affecting our business could have substantial costs both in
time and money, and some regulations could prohibit or restrict some homebuilding activity.
  12




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We may incur increased costs related to repairing construction defects in the homes we sell.
  An inability to obtain bonding could limit the number of projects we are able to pursue, and we
could be adversely affected if we are required to post additional collateral in respect of bonds
issued in connection with past construction projects.
  FINANCIAL SERVICES
 General business, economic and market conditions may significantly affect the results of operations
of our Financial Services operations.
   13




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The mortgage financing industry is highly competitive.
  Changes in lending laws could hurt our Financial Services operations.
  FACTORS AFFECTING MULTIPLE BUSINESS SEGMENTS
 Market conditions in the mortgage lending and mortgage finance industries have worsened
significantly in fiscal year 2008, which adversely affected the availability of credit for some
purchasers of our homes, reduced the population of potential mortgage customers and reduced
mortgage liquidity. Further tightening of mortgage lending or mortgage financing requirements or
further reduced mortgage liquidity could have a material adverse effect on our homebuilding and
mortgage lending operations and their respective results of operations.
    14




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We could be adversely affected by a change in our credit rating or a disruption in the capital
markets.
     Our income tax provision and other tax reserves may be insufficient if any taxing authorities are
successful in asserting tax positions that are contrary to our position.
   15




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New federal laws that adversely affect liquidity in the secondary mortgage market could hurt our
business.
  Reductions in tax benefits could make home ownership more expensive or less attractive.
  Failure to comply with the covenants and conditions imposed by our credit facilities could restrict
future borrowing or cause our debt to become immediately due and payable.
    We may be subject to claims and liabilities in connection with sales of assets or discontinued
businesses.
  16




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We may not realize our net deferred tax assets.
   FORWARD-LOOKING STATEMENTS
 This report includes various forward-looking statements, which are not facts or guarantees of
future performance and which are subject to significant risks and uncertainties.
    17




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
     
 ITEM 3. LEGAL PROCEEDINGS
   
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  18




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ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    Positions with the Company or Business ExperienceDavid L. Barclay
    
    
    55
    
    
    President, Western Region, of Centex Real Estate
Corporation (since April 2007); Co-President and
Co-Chief Operating Officer (West Operating
Region) of Centex Real Estate Corporation from
March 2006 to April 2007; Executive Vice
President  West Coast Region of Centex Real
Estate Corporation from May 2002 to March 2006;
President  Northern California Division of
Centex Real Estate Corporation from June 1996 to
May 2002Joseph A. Bosch
    
    
    50
    
    
    Senior Vice President  Human Resources since
July 2006; Senior Vice President  Human
Resources at Tenet Healthcare Corporation from
August 2004 to June 2006; Chief People Officer
at Pizza Hut, a unit of YUM! Brands, Inc. from
June 1997 to July 2004Timothy R. Eller
    
    
    59
    
    
    Chairman of the Board, Chief Executive Officer,
President and Chief Operating Officer of Centex
Corporation (Chairman of the Board and Chief
Executive Officer since April 2004; President
and Chief Operating Officer since April 2002);
Executive Vice President of Centex Corporation
from August 1998 to April 2002; Chairman of the
Board of Centex Real Estate Corporation from
April 1998 to April 2003, and since April 2006;
Chief Executive Officer of Centex Real Estate
Corporation from July 1991 to April 2002, and
since April 2006; President and Chief Operating
Officer of Centex Real Estate Corporation from
January 1990 to May 1996Mark D. Kemp
    
    
    46
    
    
    Senior Vice President and Controller of Centex
Corporation since September 2004; interim Chief
Financial Officer from June 2006 to October
2006; Vice President and Controller of Centex
Corporation from December 2002 to September
2004; Partner and employee at Arthur Andersen
LLP from December 1983 to August 2002Catherine R. Smith
    
    
    44
    
    
    Executive Vice President and Chief Financial
Officer of Centex Corporation since October
2006; Executive Vice President and Chief
Financial Officer of Kennametal, Inc. from April
2005 to October 2006; Executive Vice President
and Chief Financial Officer of Bell Systems, a
business segment of Textron, Inc., from October
2003 to April 2005; various financial positions
including Vice President and Chief Financial
Officer of the Intelligence and Information
Systems business segment of Raytheon Company
from August 1986 to September 2003Robert S. Stewart
    
    
    54
    
    
    Senior Vice President  Strategy, Sales,
Marketing and Corporate Development of Centex
Corporation since July 2007; Senior Vice
President  Strategy and Corporate Development
from April 2005 to June 2007; Senior Vice
President  Strategic Planning and Marketing
from May 2000 to March 2005; Employee at the
Weyerhaeuser Company from March 1977 to May
2000, during which time he held a range of key
management positions, including positions in
strategic planningBrian J. Woram
    
    
    47
    
    
    Senior Vice President, Chief Legal Officer,
General Counsel and Assistant Secretary of
Centex Corporation (Secretary from December 2004
to March 2005); Senior Vice President, General
Counsel and Assistant Secretary of Centex Real
Estate Corporation from September 1998 to
December 2004
 19




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Stock Prices and Dividends
 Year Ended March 31, 2008
    
    
    Year Ended March 31, 2007Price
    
    
    
    
    
    
    PriceHigh
    
    
    Low
    
    
    Dividends
    
    
    High
    
    
    Low
    
    
    DividendsQuarterFirst
    
    $
    49.85
    
    
    $
    39.59
    
    
    $
    .04
    
    
    $
    64.62
    
    
    $
    44.13
    
    
    $
    .04Second
    
    $
    44.23
    
    
    $
    24.55
    
    
    $
    .04
    
    
    $
    55.70
    
    
    $
    42.90
    
    
    $
    .04Third
    
    $
    30.75
    
    
    $
    17.77
    
    
    $
    .04
    
    
    $
    58.42
    
    
    $
    48.34
    
    
    $
    .04Fourth
    
    $
    30.29
    
    
    $
    18.17
    
    
    $
    .04
    
    
    $
    56.45
    
    
    $
    40.41
    
    
    $
    .04
 The principal market for our common stock is the New York Stock Exchange (ticker symbol CTX).
The approximate number of record holders of our common stock at May 9, 2008 was 2,917.
 The remaining information called for by this item relating to securities authorized for issuance
under equity compensation plans is reported in Note (K), Capital Stock and Employee Benefit
Plans, of the Notes to Consolidated Financial Statements.
 Share Repurchases
  Issuer Purchases of Equity SecuritiesTotal Number of
    
    
    Maximum Number ofShares Purchased
    
    
    Shares that May YetTotal Number of
    
    
    Average Price
    
    
    as Part of Publicly
    
    
    Be Purchased UnderShares Purchased
    
    
    Paid Per Share
    
    
    Announced Plan
    
    
    the PlanPeriodJanuary 1-31
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    9,399,700February 1-29
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    9,399,700March 1-31
    
    
    8,338
    
    
    $
    24.21
    
    
    
    
    
    
    
    9,399,700Total (1)
    
    
    8,338
    
    
    $
    24.21
    
    
    
    
 (1)
    
    The 8,338 shares repurchased for the quarter ended March 31, 2008 represent the delivery to
us by employees or directors of previously issued shares to satisfy the exercise price of
options and/or withholding taxes that arise on the exercise of options or the vesting of
restricted stock. These transactions are authorized under the terms of the equity plans under
which the options or other equity were awarded; however, these transactions are not considered
repurchases pursuant to our share repurchase program.
  Performance Graph
   20




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Comparative Five Year Cumulative Total Stockholder Return
 
  2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008Centex Corporation
    
    $
    100
    
    
    $
    212
    
    
    $
    225
    
    
    $
    245
    
    
    $
    165
    
    
    $
    96S&P 500 Index
    
    $
    100
    
    
    $
    135
    
    
    $
    144
    
    
    $
    161
    
    
    $
    180
    
    
    $
    171S&P HB Index
    
    $
    100
    
    
    $
    213
    
    
    $
    267
    
    
    $
    294
    
    
    $
    202
    
    
    $
    118
 21




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ITEM 6. SELECTED FINANCIAL DATA
 Summary of Selected Financial Data (Unaudited) (1)  (Dollars in thousands, except per share data)
 For the Years Ended March 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Revenues
    
    $
    8,275,562
    
    
    $
    11,887,601
    
    
    $
    12,742,666
    
    
    $
    9,842,700
    
    
    $
    8,078,056Earnings (Loss) from Continuing Operations(2)
    
    $
    (2,660,968
    )
    
    $
    (9,477
    )
    
    $
    1,212,665
    
    
    $
    898,571
    
    
    $
    695,742Net Earnings (Loss)
    
    $
    (2,657,482
    )
    
    $
    268,366
    
    
    $
    1,289,313
    
    
    $
    1,011,364
    
    
    $
    827,686Stockholders Equity
    
    $
    2,298,661
    
    
    $
    5,112,269
    
    
    $
    5,011,658
    
    
    $
    4,280,757
    
    
    $
    3,050,225Net Earnings (Loss) as a Percentage of Average
Stockholders Equity
    
    
    (71.7
    %)
    
    
    5.3
    %
    
    
    27.8
    %
    
    
    27.6
    %
    
    
    29.0
    %Total Assets
    
    $
    8,137,332
    
    
    $
    13,199,933
    
    
    $
    21,364,999
    
    
    $
    20,011,163
    
    
    $
    16,077,260Deferred Income Tax Assets, net
    
    $
    191,246
    
    
    $
    500,703
    
    
    $
    248,004
    
    
    $
    202,441
    
    
    $
    121,445Total Long-term Debt, Consolidated
    
    $
    3,321,117
    
    
    $
    3,960,310
    
    
    $
    3,910,816
    
    
    $
    3,155,640
    
    
    $
    2,452,358Debt (with Financial Services reflected on the equity
method) (3)
    
    $
    3,325,167
    
    
    $
    3,902,117
    
    
    $
    3,977,982
    
    
    $
    3,103,510
    
    
    $
    2,313,358Financial Services Debt
    
    
    337,053
    
    
    
    1,663,040
    
    
    
    2,077,215
    
    
    
    1,695,855
    
    
    
    1,676,718Total Debt, Consolidated
    
    $
    3,662,220
    
    
    $
    5,565,157
    
    
    $
    6,055,197
    
    
    $
    4,799,365
    
    
    $
    3,990,076Capitalization (with Financial Services
reflected on the equity method and excluding lot
option minority interest) (3) (4)
    
    $
    5,625,794
    
    
    $
    9,037,452
    
    
    $
    9,027,304
    
    
    $
    7,424,651
    
    
    $
    5,364,864Financial Services Capitalization (4)
    
    
    586,688
    
    
    
    1,825,467
    
    
    
    2,742,764
    
    
    
    2,314,465
    
    
    
    2,194,533Lot Option Minority Interest (4)
    
    
    75,344
    
    
    
    152,936
    
    
    
    492,096
    
    
    
    415,413
    
    
    
    332,668Consolidating Eliminations
    
    
    (249,184
    )
    
    
    (161,492
    )
    
    
    (664,376
    )
    
    
    (617,248
    )
    
    
    (516,280
    )Total Capitalization, Consolidated
    
    $
    6,038,642
    
    
    $
    10,854,363
    
    
    $
    11,597,788
    
    
    $
    9,537,281
    
    
    $
    7,375,785Debt as a Percentage of Capitalization (4)With Financial Services reflected on the equity
method and excluding lot option minority interest
(3)
    
    
    59.1
    %
    
    
    43.2
    %
    
    
    44.1
    %
    
    
    41.8
    %
    
    
    43.1
    %Consolidated
    
    
    60.7
    %
    
    
    51.3
    %
    
    
    52.2
    %
    
    
    50.3
    %
    
    
    54.1
    %Per Common ShareEarnings (Loss) from Continuing Operations
Per Share  Basic (2)
    
    $
    (21.71
    )
    
    $
    (0.08
    )
    
    $
    9.56
    
    
    $
    7.18
    
    
    $
    5.64Earnings (Loss) from Continuing Operations
Per Share  Diluted (2)
    
    $
    (21.71
    )
    
    $
    (0.08
    )
    
    $
    9.13
    
    
    $
    6.79
    
    
    $
    5.38Net Earnings (Loss) Per Share  Basic
    
    $
    (21.68
    )
    
    $
    2.23
    
    
    $
    10.16
    
    
    $
    8.08
    
    
    $
    6.71Net Earnings (Loss) Per Share  Diluted
    
    $
    (21.68
    )
    
    $
    2.23
    
    
    $
    9.71
    
    
    $
    7.64
    
    
    $
    6.40Cash Dividends
    
    $
    0.16
    
    
    $
    0.16
    
    
    $
    0.16
    
    
    $
    0.16
    
    
    $
    0.10Book Value Per Share Based on Shares Outstanding at
Year End
    
    $
    18.65
    
    
    $
    42.61
    
    
    $
    41.04
    
    
    $
    33.51
    
    
    $
    24.87Average Shares OutstandingBasic
    
    
    122,577,071
    
    
    
    120,537,235
    
    
    
    126,870,887
    
    
    
    125,226,596
    
    
    
    123,382,068Diluted
    
    
    122,577,071
    
    
    
    120,537,235
    
    
    
    132,749,797
    
    
    
    132,397,961
    
    
    
    129,392,821Stock PricesHigh
    
    $
    49.85
    
    
    $
    64.62
    
    
    $
    79.66
    
    
    $
    66.14
    
    
    $
    58.40Low
    
    $
    17.77
    
    
    $
    40.41
    
    
    $
    55.10
    
    
    $
    39.94
    
    
    $
    26.78
 (1)
    
    The selected financial data presented in this table, excluding stock prices for the periods
covered by the financial statements included in this Report and all prior periods, have been
derived from our audited financial statements and adjusted to reflect home services operations
(sold in April 2008), Construction Services (sold in March 2007), Home Equity (sold in July
2006), International Homebuilding (sold in September 2005), Construction Products (spun off in
January 2004) and Manufactured Homes (spun off in June 2003) as discontinued operations.(2)
    
    Earnings (Loss) from Continuing Operations are Before Cumulative Effect of a Change in
Accounting Principle adopted in fiscal year 2004 associated with the initial consolidation of
HSF-I pursuant to the provisions of FIN 46.(3)
    
    Represents a supplemental presentation that reflects the Financial Services segment as if
accounted for under the equity method. We believe that separate disclosure of the
consolidating information is useful because the Financial Services subsidiaries and related
companies operate in a distinctly different financial environment, and we have limited
obligations with respect to the indebtedness of our Financial Services subsidiaries and
related companies. Management uses this information in its financial and strategic planning.
We also use this presentation to allow investors to compare us to homebuilders that do not
have financial services operations.(4)
    
    Capitalization is composed of Debt, Minority Interest and Stockholders Equity. In the
calculation of Capitalization, minority interest in fiscal years 2008, 2007, 2006, 2005 and
2004 excludes $75.3 million, $152.9 million, $492.1 million, $415.4 million and $332.7
million, respectively, of minority interests recorded in connection with the consolidation of
certain entities with which Home Building has lot option agreements. This supplemental
presentation is used by management in its financial and strategic planning and allows
investors to compare us to other homebuilders, which may not have similar arrangements.
 22




---



##### 



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Executive Summary
  For the Year Ended March 31,2008
    
    
    2007
    
    
    2006RevenuesHome Building
    
    $
    7,965,614
    
    
    $
    11,414,827
    
    
    $
    12,272,203Financial Services
    
    
    309,948
    
    
    
    468,001
    
    
    
    462,223Other
    
    
    
    
    
    
    4,773
    
    
    
    8,240Total
    
    $
    8,275,562
    
    
    $
    11,887,601
    
    
    $
    12,742,666Earnings (Loss) from Continuing OperationsBefore Income TaxesHome Building
    
    $
    (2,603,118
    )
    
    $
    205,353
    
    
    $
    2,084,829Financial Services
    
    
    (138,153
    )
    
    
    84,530
    
    
    
    84,465Other
    
    
    (133,887
    )
    
    
    (183,097
    )
    
    
    (288,556
    )Total
    
    $
    (2,875,158
    )
    
    $
    106,786
    
    
    $
    1,880,738
   
    
    increased inventory of new and existing homes for sale, including the impact of
increases in residential foreclosures,
    
    reduced availability and increased cost of mortgage financing due to the significant
mortgage market disruptions,
    
    a decrease in the affordability of housing in selected markets as a result of
significant price appreciation in the years preceding the downturn and tightened credit
standards for homebuyers,
    
    a decline in homebuyer demand due to lower consumer confidence in the consumer real
estate market and an inability of many homebuyers to sell their existing homes, and
    
    pricing pressures resulting from a variety of factors, including the decision of
homebuilders to offer significant discounts and sales incentives, to liquidate unsold
inventories in order to generate cash, and the need for home prices to fall within
mortgage qualification limits.
  23




---



##### 




    
    a $3,449.2 million decrease in homebuilding revenues, net of discounts,
    
    $1,792.4 million in land-related impairments,
    
    $388.7 million in losses on land sales,
    
    $120.4 million in write-offs of land deposits and pre-acquisition costs,
    
    $100.5 million in our share of joint ventures impairments, and
    
    $78.2 million in goodwill impairments.
      24




---



##### 



FISCAL YEAR 2008 COMPARED TO FISCAL YEAR 2007
 HOME BUILDING
  For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeRevenues  Housing
    
    $
    7,529,191
    
    
    
    (31.6
    %)
    
    $
    11,014,975
    
    
    
    (7.6
    %)Revenues  Land Sales and Other
    
    
    436,423
    
    
    
    9.1
    %
    
    
    399,852
    
    
    
    13.7
    %Cost of Sales  Housing
    
    
    (6,543,086
    )
    
    
    (23.9
    %)
    
    
    (8,599,465
    )
    
    
    1.7
    %Cost of Sales  Land Sales and Other
    
    
    (2,721,219
    )
    
    
    160.5
    %
    
    
    (1,044,455
    )
    
    
    251.7
    %Selling, General and Administrative Expenses
    
    
    (1,111,641
    )
    
    
    (27.0
    %)
    
    
    (1,523,001
    )
    
    
    0.4
    %Goodwill Impairments
    
    
    (78,236
    )
    
    
    100.0
    %
    
    
    
    
    
    
    Earnings (Loss) from Unconsolidated Entities (1)
    
    
    (128,902
    )
    
    
    74.7
    %
    
    
    (73,782
    )
    
    
    (194.8
    %)Other Income
    
    
    14,352
    
    
    
    (54.0
    %)
    
    
    31,229
    
    
    
    282.1
    %Operating Earnings (Loss) (2)
    
    $
    (2,603,118
    )
    
    NM
    
    $
    205,353
    
    
    
    (90.2
    %)Operating Earnings (Loss) as a Percentage ofRevenues:Housing Operations (3)
    
    
    (1.7
    %)
    
    
    (9.8
    )
    
    
    8.1
    %
    
    
    (8.2
    )Total Homebuilding Operations
    
    
    (32.7
    %)
    
    
    (34.5
    )
    
    
    1.8
    %
    
    
    (15.2
    )
 NM = Not Meaningful(1)
    
    Earnings (Loss) from Unconsolidated Entities include our share of joint ventures
impairments.(2)
    
    Operating earnings (loss) represent Home Buildings earnings exclusive of certain
homebuilding corporate general and administrative expenses.(3)
    
    Operating earnings (loss) from housing operations is a non-GAAP financial measure, which we
believe is useful to investors as it allows them to separate housing operations from
activities related to land holdings, options to acquire land and related land valuation
adjustments. Management uses this non-GAAP financial measure to aid in evaluating the
performance of its ongoing housing projects. Operating earnings from housing operations is
equal to Housing Revenues less Housing Cost of Sales and Selling, General and Administrative
Expenses, all of which are set forth in the table above.
 25




---



##### 



East:  Southeast:  Central:  Texas:  Northwest:  Southwest:  Other homebuilding (1)
 (1)
    
    Other homebuilding includes certain resort/second home projects in Florida that we
plan to build-out and liquidate, and holding companies. In addition, Other
homebuilding includes amounts consolidated under the caption land held under option
agreements not owned and capitalized interest for all regions.
 For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeUnits ClosedEast
    
    
    5,345
    
    
    
    (20.5
    %)
    
    
    6,720
    
    
    
    (5.6
    %)Southeast
    
    
    3,417
    
    
    
    (36.4
    %)
    
    
    5,374
    
    
    
    (16.4
    %)Central
    
    
    3,718
    
    
    
    (22.4
    %)
    
    
    4,789
    
    
    
    (19.8
    %)Texas
    
    
    5,772
    
    
    
    (18.5
    %)
    
    
    7,083
    
    
    
    2.7
    %Northwest
    
    
    4,062
    
    
    
    (13.7
    %)
    
    
    4,709
    
    
    
    2.8
    %Southwest
    
    
    4,537
    
    
    
    (26.9
    %)
    
    
    6,209
    
    
    
    (8.5
    %)Other homebuilding
    
    
    351
    
    
    
    (61.0
    %)
    
    
    901
    
    
    
    (38.0
    %)27,202
    
    
    
    (24.0
    %)
    
    
    35,785
    
    
    
    (8.8
    %)Average Revenue Per UnitEast
    
    $
    303,202
    
    
    
    (6.5
    %)
    
    $
    324,286
    
    
    
    (4.3
    %)Southeast
    
    $
    257,726
    
    
    
    (14.1
    %)
    
    $
    300,105
    
    
    
    3.4
    %Central
    
    $
    201,633
    
    
    
    (7.0
    %)
    
    $
    216,737
    
    
    
    (0.4
    %)Texas
    
    $
    166,426
    
    
    
    4.8
    %
    
    $
    158,775
    
    
    
    6.2
    %Northwest
    
    $
    397,952
    
    
    
    (10.4
    %)
    
    $
    444,113
    
    
    
    (4.3
    %)Southwest
    
    $
    347,576
    
    
    
    (18.1
    %)
    
    $
    424,323
    
    
    
    1.9
    %Other homebuilding
    
    $
    353,900
    
    
    
    (4.7
    %)
    
    $
    371,255
    
    
    
    48.2
    %Total Home Building
    
    $
    276,788
    
    
    
    (10.1
    %)
    
    $
    307,810
    
    
    
    1.3
    %
 Revenues
   26




---



##### 



For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeAverage Operating Neighborhoods (1)
    
    
    646
    
    
    
    (6.0
    %)
    
    
    687
    
    
    
    9.7
    %Closings Per Average Neighborhood
    
    
    42.1
    
    
    
    (19.2
    %)
    
    
    52.1
    
    
    
    (16.9
    %)
 (1)
    
    We define a neighborhood as an individual active selling location targeted to a
specific buyer segment that has completed at least one sale and has ten or more units
remaining to sell.
  Operating Margins
       27




---



##### 



For the Years Ended March 31,2008
    
    
    2007Goodwill
    
    
    Land-related
    
    
    Land-related
    
    
    Goodwill
    
    
    Land-related
    
    
    Land-relatedImpairments
    
    
    Impairments(1)
    
    
    Write-offs
    
    
    Impairments
    
    
    Impairments
    
    
    Write-offsEast
    
    $
    559
    
    
    $
    62,904
    
    
    $
    45,673
    
    
    $
    
    
    
    $
    63,023
    
    
    $
    58,886Southeast
    
    
    24,202
    
    
    
    260,834
    
    
    
    16,798
    
    
    
    
    
    
    
    51,321
    
    
    
    30,286Central
    
    
    5,359
    
    
    
    74,485
    
    
    
    13,782
    
    
    
    
    
    
    
    30,440
    
    
    
    39,105Texas
    
    
    3,499
    
    
    
    1,230
    
    
    
    2,141
    
    
    
    
    
    
    
    3,502
    
    
    
    522Northwest
    
    
    20,316
    
    
    
    478,118
    
    
    
    22,701
    
    
    
    
    
    
    
    61,119
    
    
    
    66,845Southwest
    
    
    24,301
    
    
    
    742,824
    
    
    
    19,199
    
    
    
    
    
    
    
    104,296
    
    
    
    162,165Other homebuilding
    
    
    
    
    
    
    172,034
    
    
    
    131
    
    
    
    
    
    
    
    10,212
    
    
    
    2,190$
    78,236
    
    
    $
    1,792,429
    
    
    $
    120,425
    
    
    $
    
    
    
    $
    323,913
    
    
    $
    359,999
 (1)
    
    Land-related impairments include direct construction impairments of $14.9 million for the
year ended March 31, 2008.
   For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeCompensation and Benefits
    
    $
    408,932
    
    
    
    (35.8
    %)
    
    $
    636,748
    
    
    
    (10.8
    %)Sales Commissions
    
    
    364,236
    
    
    
    (21.6
    %)
    
    
    464,469
    
    
    
    6.7
    %Advertising and Marketing
    
    
    145,919
    
    
    
    (26.9
    %)
    
    
    199,488
    
    
    
    18.6
    %Other
    
    
    192,554
    
    
    
    (13.4
    %)
    
    
    222,296
    
    
    
    11.0
    %Selling, General and Administrative Expenses
    
    $
    1,111,641
    
    
    
    (27.0
    %)
    
    $
    1,523,001
    
    
    
    0.4
    %SG&A as a Percentage of Revenues
    
    
    14.0
    %
    
    
    0.7
    
    
    
    13.3
    %
    
    
    0.9
 28




---



##### 



Sales Orders, Backlog Units and Land Holdings
  For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeSales Orders (in Units)East
    
    
    4,787
    
    
    
    (12.9
    %)
    
    
    5,495
    
    
    
    (19.7
    %)Southeast
    
    
    3,234
    
    
    
    (5.6
    %)
    
    
    3,425
    
    
    
    (39.9
    %)Central
    
    
    3,310
    
    
    
    (22.5
    %)
    
    
    4,271
    
    
    
    (24.2
    %)Texas
    
    
    5,413
    
    
    
    (21.7
    %)
    
    
    6,914
    
    
    
    (1.1
    %)Northwest
    
    
    3,629
    
    
    
    (15.6
    %)
    
    
    4,300
    
    
    
    (6.5
    %)Southwest
    
    
    4,124
    
    
    
    (9.1
    %)
    
    
    4,539
    
    
    
    (36.9
    %)Other homebuilding
    
    
    160
    
    
    
    52.4
    %
    
    
    105
    
    
    
    (90.1
    %)24,657
    
    
    
    (15.1
    %)
    
    
    29,049
    
    
    
    (23.6
    %)Sales Per Average Neighborhood
    
    
    38.2
    
    
    
    (9.7
    %)
    
    
    42.3
    
    
    
    (30.4
    %)
 As of March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeBacklog UnitsEast
    
    
    1,290
    
    
    
    (30.2
    %)
    
    
    1,848
    
    
    
    (39.9
    %)Southeast
    
    
    1,336
    
    
    
    (12.0
    %)
    
    
    1,519
    
    
    
    (56.2
    %)Central
    
    
    1,116
    
    
    
    (36.0
    %)
    
    
    1,744
    
    
    
    (22.9
    %)Texas
    
    
    1,877
    
    
    
    (7.1
    %)
    
    
    2,020
    
    
    
    (7.7
    %)Northwest
    
    
    1,250
    
    
    
    (30.7
    %)
    
    
    1,805
    
    
    
    (18.5
    %)Southwest
    
    
    874
    
    
    
    (41.8
    %)
    
    
    1,503
    
    
    
    (52.6
    %)Other homebuilding
    
    
    3
    
    
    
    (98.6
    %)
    
    
    212
    
    
    
    (79.0
    %)7,746
    
    
    
    (27.3
    %)
    
    
    10,651
    
    
    
    (38.7
    %)
   29




---



##### 



As of March 31,2008
    
    
    2007Lots
    
    
    Lots
    
    
    
    
    
    
    Lots
    
    
    LotsOwned
    
    
    Controlled
    
    
    Total Lots
    
    
    Owned
    
    
    Controlled
    
    Total LotsEast
    
    
    15,417
    
    
    
    7,043
    
    
    
    22,460
    
    
    
    18,604
    
    
    
    25,829
    
    
    
    44,433Southeast
    
    
    21,187
    
    
    
    2,442
    
    
    
    23,629
    
    
    
    25,485
    
    
    
    7,113
    
    
    
    32,598Central
    
    
    5,163
    
    
    
    1,948
    
    
    
    7,111
    
    
    
    8,851
    
    
    
    5,303
    
    
    
    14,154Texas
    
    
    13,057
    
    
    
    3,467
    
    
    
    16,524
    
    
    
    16,113
    
    
    
    10,405
    
    
    
    26,518Northwest
    
    
    5,887
    
    
    
    2,217
    
    
    
    8,104
    
    
    
    10,388
    
    
    
    6,224
    
    
    
    16,612Southwest
    
    
    8,419
    
    
    
    1,030
    
    
    
    9,449
    
    
    
    14,694
    
    
    
    6,755
    
    
    
    21,449Other homebuilding
    
    
    1,092
    
    
    
    
    
    
    
    1,092
    
    
    
    4,176
    
    
    
    80
    
    
    
    4,25670,222
    
    
    
    18,147
    
    
    
    88,369
    
    
    
    98,311
    
    
    
    61,709
    
    
    
    160,020Change
    
    
    (28.6
    %)
    
    
    (70.6
    %)
    
    
    (44.8
    %)
    
    
    (9.7
    %)
    
    
    (67.0
    %)
    
    
    (45.9
    %)
   30




---



##### 



Regional Discussion
  For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeRevenuesEast
    
    $
    1,673,236
    
    
    
    (25.8
    %)
    
    $
    2,255,702
    
    
    
    (7.7
    %)Southeast
    
    
    940,121
    
    
    
    (44.2
    %)
    
    
    1,686,003
    
    
    
    (15.0
    %)Central
    
    
    764,309
    
    
    
    (27.1
    %)
    
    
    1,048,883
    
    
    
    (19.9
    %)Texas
    
    
    977,063
    
    
    
    (15.4
    %)
    
    
    1,154,702
    
    
    
    8.6
    %Northwest
    
    
    1,672,957
    
    
    
    (21.1
    %)
    
    
    2,121,669
    
    
    
    (1.0
    %)Southwest
    
    
    1,695,140
    
    
    
    (37.9
    %)
    
    
    2,730,392
    
    
    
    (3.9
    %)Other homebuilding
    
    
    242,788
    
    
    
    (41.8
    %)
    
    
    417,476
    
    
    
    (14.0
    %)$
    7,965,614
    
    
    
    (30.2
    %)
    
    $
    11,414,827
    
    
    
    (7.0
    %)Operating Earnings (Loss)East
    
    $
    (81,440
    )
    
    
    (153.6
    %)
    
    $
    151,821
    
    
    
    (66.2
    %)Southeast
    
    
    (422,428
    )
    
    
    (487.9
    %)
    
    
    108,902
    
    
    
    (70.9
    %)Central
    
    
    (136,144
    )
    
    
    151.0
    %
    
    
    (54,231
    )
    
    
    (162.0
    %)Texas
    
    
    32,256
    
    
    
    (65.4
    %)
    
    
    93,209
    
    
    
    9.3
    %Northwest
    
    
    (595,784
    )
    
    
    (628.1
    %)
    
    
    112,824
    
    
    
    (77.3
    %)Southwest
    
    
    (1,163,622
    )
    
    
    546.5
    %
    
    
    (179,995
    )
    
    
    (134.5
    %)Other homebuilding
    
    
    (235,956
    )
    
    
    768.2
    %
    
    
    (27,177
    )
    
    
    (138.6
    %)$
    (2,603,118
    )
    
    NM
    
    $
    205,353
    
    
    
    (90.2
    %)
 East
   Southeast
   31




---



##### 



Central
   Texas
   Northwest
   Southwest
  32




---



##### 



Other homebuilding
   FINANCIAL SERVICES
      33




---



##### 



For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeRevenues
    
    $
    309,948
    
    
    
    (33.8
    %)
    
    $
    468,001
    
    
    
    1.3
    %Cost of Sales
    
    
    (54,380
    )
    
    
    (39.8
    %)
    
    
    (90,328
    )
    
    
    37.1
    %Selling, General and Administrative Expenses
    
    
    (393,721
    )
    
    
    34.3
    %
    
    
    (293,143
    )
    
    
    (6.0
    %)Operating Earnings (Loss)
    
    $
    (138,153
    )
    
    
    (263.4
    %)
    
    $
    84,530
    
    
    
    0.1
    %Operating Margin
    
    
    (44.6
    %)
    
    
    (62.7
    )
    
    
    18.1
    %
    
    
    (0.2
    )Financial Services Margin (1)
    
    
    (54.1
    %)
    
    
    (76.5
    )
    
    
    22.4
    %
    
    
    1.1Net Interest Income
    
    $
    16,024
    
    
    
    (49.1
    %)
    
    $
    31,478
    
    
    
    (17.6
    %)Average Interest Earning Assets
    
    $
    1,016,653
    
    
    
    (37.0
    %)
    
    $
    1,612,851
    
    
    
    2.4
    %Average Yield
    
    
    6.93
    %
    
    
    (0.62
    )
    
    
    7.55
    %
    
    
    0.94Average Interest Bearing Liabilities
    
    $
    909,213
    
    
    
    (42.1
    %)
    
    $
    1,571,509
    
    
    
    (0.2
    %)Average Rate Paid
    
    
    6.13
    %
    
    
    0.34
    
    
    
    5.79
    %
    
    
    1.61
 (1)
    
    Financial Services margin is a non-GAAP financial measure, which we believe is useful as it
allows investors to assess the operating performance of our Financial Services operations by
netting the cost of funding mortgage originations (interest expense) against the related
interest income. Financial Services margin is equal to Operating Earnings as a percentage of
Financial Services Revenues less interest expense, all of which are set forth in the table
above.
   For the Years Ended March 31,2008
    
    
    2007Provision for Losses on Mortgage Loans
    
    $
    170,365
    
    
    $
    11,843Provision for Losses on Real-estate Owned
    
    
    5,744
    
    
    
    114Anticipated Losses for Loans Originated
    
    
    6,291
    
    
    
    (459
    )Total Provisions
    
    $
    182,400
    
    
    $
    11,498
 34




---



##### 



For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeLoan Sales to InvestorsVolume (in millions)
    
    $
    9,258.0
    
    
    
    (14.0
    %)
    
    $
    10,766.4
    
    
    
    (9.1
    %)Number of Loans Sold
    
    
    44,687
    
    
    
    (12.7
    %)
    
    
    51,170
    
    
    
    (17.4
    %)Gain on Sale of Mortgage Loans
    
    $
    125,600
    
    
    
    (23.9
    %)
    
    $
    164,995
    
    
    
    0.1
    %Loans Brokered to Third Party LendersVolume (in millions)
    
    $
    1,807.1
    
    
    
    (46.1
    %)
    
    $
    3,353.8
    
    
    
    (6.0
    %)Number of Brokered Loans
    
    
    5,378
    
    
    
    (51.1
    %)
    
    
    11,005
    
    
    
    (14.5
    %)Broker Fees
    
    $
    32,382
    
    
    
    (50.7
    %)
    
    $
    65,663
    
    
    
    (4.8
    %)Average Loan SizeLoans Sold to Investors
    
    $
    207,176
    
    
    
    (1.5
    %)
    
    $
    210,407
    
    
    
    10.1
    %Loans Brokered to Third Party Lenders
    
    $
    336,016
    
    
    
    10.3
    %
    
    $
    304,767
    
    
    
    10.0
    %
   For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeOpen Applications  Beginning
    
    
    17,648
    
    
    
    (24.0
    %)
    
    
    23,219
    
    
    
    (6.8
    %)New Applications
    
    
    127,956
    
    
    
    33.5
    %
    
    
    95,868
    
    
    
    (14.4
    %)Cancelled Applications
    
    
    (85,337
    )
    
    
    95.5
    %
    
    
    (43,660
    )
    
    
    1.4
    %Originated Loans
    
    
    (45,160
    )
    
    
    (21.8
    %)
    
    
    (57,779
    )
    
    
    (18.3
    %)Open Applications  Ending
    
    
    15,107
    
    
    
    (14.4
    %)
    
    
    17,648
    
    
    
    (24.0
    %)
 35




---



##### 



For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeOrigination Volume (in millions)
    
    $
    9,991.3
    
    
    
    (27.7
    %)
    
    $
    13,826.0
    
    
    
    (12.6
    %)Number of Originated LoansBuilder
    
    
    20,431
    
    
    
    (24.7
    %)
    
    
    27,141
    
    
    
    (0.8
    %)Retail
    
    
    24,729
    
    
    
    (19.3
    %)
    
    
    30,638
    
    
    
    (29.3
    %)45,160
    
    
    
    (21.8
    %)
    
    
    57,779
    
    
    
    (18.3
    %)Average Loan Size  Originated Loans
    
    $
    221,200
    
    
    
    (7.6
    %)
    
    $
    239,300
    
    
    
    6.9
    %
   OTHER
  For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeCorporate General and Administrative Expense
    
    $
    (154,308
    )
    
    
    (16.9
    %)
    
    $
    (185,585
    )
    
    
    (33.5
    %)Interest Expense
    
    
    (8,642
    )
    
    
    100.0
    %
    
    
    
    
    
    
    (100.0
    %)Other
    
    
    29,063
    
    
    
    NM
    
    
    
    2,488
    
    
    
    44.7
    %Operating Loss
    
    $
    (133,887
    )
    
    
    (26.9
    %)
    
    $
    (183,097
    )
    
    
    (36.5
    %)
 36




---



##### 



For the Years Ended March 31,2008
    
    
    2007Change
    
    
    
    
    
    ChangeCompensation and Benefits
    
    $
    113,544
    
    
    
    (28.5
    %)
    
    $
    158,723
    
    
    
    (28.8
    %)Professional Services
    
    
    21,876
    
    
    
    8.5
    %
    
    
    20,170
    
    
    
    (18.0
    %)Rent and Utilities
    
    
    6,667
    
    
    
    (1.9
    %)
    
    
    6,795
    
    
    
    (0.9
    %)Travel
    
    
    5,230
    
    
    
    (23.4
    %)
    
    
    6,828
    
    
    
    (30.3
    %)Other (1)
    
    
    6,991
    
    
    
    (200.9
    %)
    
    
    (6,931
    )
    
    
    (146.0
    %)General and Administrative Expense
    
    $
    154,308
    
    
    
    (16.9
    %)
    
    $
    185,585
    
    
    
    (33.5
    %)
 (1)
    
    Among other items, other general and administrative expense includes reimbursement
of certain costs that have been billed to the Home Building operating segments.
  INCOME TAXES
  DISCONTINUED OPERATIONS
    37




---



##### 



Construction Services
  For the Years Ended March 31,2008
    
    
    2007Revenues
    
    $
    
    
    
    $
    2,108,620Operating Earnings
    
    $
    
    
    
    $
    27,062Pre-tax Gain on Sale
    
    $
    8,341
    
    
    $
    344,752
  Home Services
  For the Years Ended March 31,2008
    
    
    2007Revenues
    
    $
    130,118
    
    
    $
    126,966Operating Loss
    
    $
    (1,876
    )
    
    $
    (4,013
    )
  38




---



##### 



FISCAL YEAR 2007 COMPARED TO FISCAL YEAR 2006
 HOME BUILDING
  For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeRevenues  Housing
    
    $
    11,014,975
    
    
    
    (7.6
    %)
    
    $
    11,920,634
    
    
    
    32.3
    %Revenues  Land Sales and Other
    
    
    399,852
    
    
    
    13.7
    %
    
    
    351,569
    
    
    
    (0.3
    %)Cost of Sales  Housing
    
    
    (8,599,465
    )
    
    
    1.7
    %
    
    
    (8,458,995
    )
    
    
    30.4
    %Cost of Sales  Land Sales and Other
    
    
    (1,044,455
    )
    
    
    251.7
    %
    
    
    (296,938
    )
    
    
    13.6
    %Selling, General and Administrative Expenses
    
    
    (1,523,001
    )
    
    
    0.4
    %
    
    
    (1,517,439
    )
    
    
    33.7
    %Earnings (Loss) from Unconsolidated Entities
    
    
    (73,782
    )
    
    
    (194.8
    %)
    
    
    77,824
    
    
    
    44.0
    %Other Income
    
    
    31,229
    
    
    
    282.1
    %
    
    
    8,174
    
    
    
    (44.5
    %)Operating Earnings
    
    $
    205,353
    
    
    
    (90.2
    %)
    
    $
    2,084,829
    
    
    
    34.9
    %Operating Earnings as a Percentage of Revenues:Housing Operations
    
    
    8.1
    %
    
    
    (8.2
    )
    
    
    16.3
    %
    
    
    0.9Total Homebuilding Operations
    
    
    1.8
    %
    
    
    (15.2
    )
    
    
    17.0
    %
    
    
    0.5
 For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeUnits ClosedEast
    
    
    6,720
    
    
    
    (5.6
    %)
    
    
    7,116
    
    
    
    25.4
    %Southeast
    
    
    5,374
    
    
    
    (16.4
    %)
    
    
    6,426
    
    
    
    32.0
    %Central
    
    
    4,789
    
    
    
    (19.8
    %)
    
    
    5,971
    
    
    
    6.8
    %Texas
    
    
    7,083
    
    
    
    2.7
    %
    
    
    6,899
    
    
    
    11.8
    %Northwest
    
    
    4,709
    
    
    
    2.8
    %
    
    
    4,580
    
    
    
    22.5
    %Southwest
    
    
    6,209
    
    
    
    (8.5
    %)
    
    
    6,786
    
    
    
    20.9
    %Other homebuilding
    
    
    901
    
    
    
    (38.0
    %)
    
    
    1,454
    
    
    
    (15.8
    %)35,785
    
    
    
    (8.8
    %)
    
    
    39,232
    
    
    
    17.5
    %Average Revenue Per UnitEast
    
    $
    324,286
    
    
    
    (4.3
    %)
    
    $
    338,778
    
    
    
    14.5
    %Southeast
    
    $
    300,105
    
    
    
    3.4
    %
    
    $
    290,275
    
    
    
    11.2
    %Central
    
    $
    216,737
    
    
    
    (0.4
    %)
    
    $
    217,665
    
    
    
    1.1
    %Texas
    
    $
    158,775
    
    
    
    6.2
    %
    
    $
    149,452
    
    
    
    5.9
    %Northwest
    
    $
    444,113
    
    
    
    (4.3
    %)
    
    $
    463,931
    
    
    
    15.4
    %Southwest
    
    $
    424,323
    
    
    
    1.9
    %
    
    $
    416,274
    
    
    
    9.5
    %Other homebuilding
    
    $
    371,255
    
    
    
    48.2
    %
    
    $
    250,486
    
    
    
    26.3
    %Total Home Building
    
    $
    307,810
    
    
    
    1.3
    %
    
    $
    303,850
    
    
    
    12.6
    %
 Revenues
   39




---



##### 



For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeAverage Operating Neighborhoods
    
    
    687
    
    
    
    9.7
    %
    
    
    626
    
    
    
    6.3
    %Closings Per Average Neighborhood
    
    
    52.1
    
    
    
    (16.9
    %)
    
    
    62.7
    
    
    
    10.6
    %
  Operating Margins
    For the Years Ended March 31,2007
    
    
    2006Land-related
    
    
    Land-related
    
    
    Land-related
    
    
    Land-relatedImpairments
    
    
    Write-offs
    
    
    Impairments
    
    
    Write-offsEast
    
    $
    63,023
    
    
    $
    58,886
    
    
    $
    
    
    
    $
    7,217Southeast
    
    
    51,321
    
    
    
    30,286
    
    
    
    
    
    
    
    3,544Central
    
    
    30,440
    
    
    
    39,105
    
    
    
    
    
    
    
    5,190Texas
    
    
    3,502
    
    
    
    522
    
    
    
    
    
    
    
    506Northwest
    
    
    61,119
    
    
    
    66,845
    
    
    
    
    
    
    
    8,175Southwest
    
    
    104,296
    
    
    
    162,165
    
    
    
    
    
    
    
    9,627Other homebuilding
    
    
    10,212
    
    
    
    2,190
    
    
    
    
    
    
    
    896$
    323,913
    
    
    $
    359,999
    
    
    $
    
    
    
    $
    35,155
 40




---



##### 



For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeCompensation and Benefits
    
    $
    636,748
    
    
    
    (10.8
    %)
    
    $
    713,514
    
    
    
    29.2
    %Sales Commissions
    
    
    464,469
    
    
    
    6.7
    %
    
    
    435,413
    
    
    
    33.4
    %Advertising and Marketing
    
    
    199,488
    
    
    
    18.6
    %
    
    
    168,156
    
    
    
    34.6
    %Other
    
    
    222,296
    
    
    
    11.0
    %
    
    
    200,356
    
    
    
    52.1
    %Selling, General and Administrative Expenses
    
    $
    1,523,001
    
    
    
    0.4
    %
    
    $
    1,517,439
    
    
    
    33.7
    %SG&A as a Percentage of Revenues
    
    
    13.3
    %
    
    
    0.9
    
    
    
    12.4
    %
    
    
    0.3
 Sales Orders, Backlog Units and Land Holdings
  For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeSales Orders (in Units)East
    
    
    5,495
    
    
    
    (19.7
    %)
    
    
    6,840
    
    
    
    6.4
    %Southeast
    
    
    3,425
    
    
    
    (39.9
    %)
    
    
    5,703
    
    
    
    (6.9
    %)Central
    
    
    4,271
    
    
    
    (24.2
    %)
    
    
    5,636
    
    
    
    5.4
    %Texas
    
    
    6,914
    
    
    
    (1.1
    %)
    
    
    6,994
    
    
    
    7.5
    %Northwest
    
    
    4,300
    
    
    
    (6.5
    %)
    
    
    4,597
    
    
    
    9.2
    %Southwest
    
    
    4,539
    
    
    
    (36.9
    %)
    
    
    7,196
    
    
    
    17.3
    %Other homebuilding
    
    
    105
    
    
    
    (90.1
    %)
    
    
    1,064
    
    
    
    (41.0
    %)29,049
    
    
    
    (23.6
    %)
    
    
    38,030
    
    
    
    4.0
    %Sales Per Average Neighborhood
    
    
    42.3
    
    
    
    (30.4
    %)
    
    
    60.8
    
    
    
    (2.1
    %)
 As of March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeBacklog UnitsEast
    
    
    1,848
    
    
    
    (39.9
    %)
    
    
    3,073
    
    
    
    (8.2
    %)Southeast
    
    
    1,519
    
    
    
    (56.2
    %)
    
    
    3,468
    
    
    
    (17.3
    %)Central
    
    
    1,744
    
    
    
    (22.9
    %)
    
    
    2,262
    
    
    
    (12.9
    %)Texas
    
    
    2,020
    
    
    
    (7.7
    %)
    
    
    2,189
    
    
    
    4.5
    %Northwest
    
    
    1,805
    
    
    
    (18.5
    %)
    
    
    2,214
    
    
    
    0.8
    %Southwest
    
    
    1,503
    
    
    
    (52.6
    %)
    
    
    3,173
    
    
    
    14.8
    %Other homebuilding
    
    
    212
    
    
    
    (79.0
    %)
    
    
    1,008
    
    
    
    (27.9
    %)10,651
    
    
    
    (38.7
    %)
    
    
    17,387
    
    
    
    (6.5
    %)
   41




---



##### 



As of March 31,2007
    
    
    2006Lots
    
    
    Lots
    
    
    
    
    
    
    Lots
    
    
    LotsOwned
    
    
    Controlled
    
    
    Total Lots
    
    
    Owned
    
    
    Controlled
    
    
    Total LotsEast
    
    
    18,604
    
    
    
    25,829
    
    
    
    44,433
    
    
    
    20,036
    
    
    
    49,421
    
    
    
    69,457Southeast
    
    
    25,485
    
    
    
    7,113
    
    
    
    32,598
    
    
    
    26,570
    
    
    
    38,227
    
    
    
    64,797Central
    
    
    8,851
    
    
    
    5,303
    
    
    
    14,154
    
    
    
    10,793
    
    
    
    15,994
    
    
    
    26,787Texas
    
    
    16,113
    
    
    
    10,405
    
    
    
    26,518
    
    
    
    18,823
    
    
    
    12,774
    
    
    
    31,597Northwest
    
    
    10,388
    
    
    
    6,224
    
    
    
    16,612
    
    
    
    11,286
    
    
    
    28,451
    
    
    
    39,737Southwest
    
    
    14,694
    
    
    
    6,755
    
    
    
    21,449
    
    
    
    17,986
    
    
    
    38,827
    
    
    
    56,813Other homebuilding
    
    
    4,176
    
    
    
    80
    
    
    
    4,256
    
    
    
    3,334
    
    
    
    3,199
    
    
    
    6,53398,311
    
    
    
    61,709
    
    
    
    160,020
    
    
    
    108,828
    
    
    
    186,893
    
    
    
    295,721Change
    
    
    (9.7
    %)
    
    
    (67.0
    %)
    
    
    (45.9
    %)
    
    
    12.3
    %
    
    
    11.0
    %
    
    
    11.5
    %
  Regional Discussion
  For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeRevenuesEast
    
    $
    2,255,702
    
    
    
    (7.7
    %)
    
    $
    2,444,433
    
    
    
    38.3
    %Southeast
    
    
    1,686,003
    
    
    
    (15.0
    %)
    
    
    1,983,837
    
    
    
    45.9
    %Central
    
    
    1,048,883
    
    
    
    (19.9
    %)
    
    
    1,310,039
    
    
    
    7.3
    %Texas
    
    
    1,154,702
    
    
    
    8.6
    %
    
    
    1,063,379
    
    
    
    21.2
    %Northwest
    
    
    2,121,669
    
    
    
    (1.0
    %)
    
    
    2,143,852
    
    
    
    40.2
    %Southwest
    
    
    2,730,392
    
    
    
    (3.9
    %)
    
    
    2,841,081
    
    
    
    28.7
    %Other homebuilding
    
    
    417,476
    
    
    
    (14.0
    %)
    
    
    485,582
    
    
    
    22.0
    %$
    11,414,827
    
    
    
    (7.0
    %)
    
    $
    12,272,203
    
    
    
    31.1
    %Operating Earnings (Loss)East
    
    $
    151,821
    
    
    
    (66.2
    %)
    
    $
    449,587
    
    
    
    45.2
    %Southeast
    
    
    108,902
    
    
    
    (70.9
    %)
    
    
    373,908
    
    
    
    71.6
    %Central
    
    
    (54,231
    )
    
    
    (162.0
    %)
    
    
    87,477
    
    
    
    (30.9
    %)Texas
    
    
    93,209
    
    
    
    9.3
    %
    
    
    85,284
    
    
    
    23.6
    %Northwest
    
    
    112,824
    
    
    
    (77.3
    %)
    
    
    496,764
    
    
    
    46.1
    %Southwest
    
    
    (179,995
    )
    
    
    (134.5
    %)
    
    
    521,324
    
    
    
    18.5
    %Other homebuilding
    
    
    (27,177
    )
    
    
    (138.6
    %)
    
    
    70,485
    
    
    
    67.2
    %$
    205,353
    
    
    
    (90.2
    %)
    
    $
    2,084,829
    
    
    
    34.9
    %
 42




---



##### 



East
   Southeast
   Central
   Texas
   43




---



##### 



Northwest
   Southwest
   Other homebuilding
   44




---



##### 



FINANCIAL SERVICES
  For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeRevenues
    
    $
    468,001
    
    
    
    1.3
    %
    
    $
    462,223
    
    
    
    9.6
    %Cost of Sales
    
    
    (90,328
    )
    
    
    37.1
    %
    
    
    (65,904
    )
    
    
    105.0
    %Selling, General and Administrative Expenses
    
    
    (293,143
    )
    
    
    (6.0
    %)
    
    
    (311,854
    )
    
    
    6.2
    %Operating Earnings
    
    $
    84,530
    
    
    
    0.1
    %
    
    $
    84,465
    
    
    
    (12.0
    %)Operating Margin
    
    
    18.1
    %
    
    
    (0.2
    )
    
    
    18.3
    %
    
    
    (4.5
    )Net Interest Income
    
    $
    31,478
    
    
    
    (17.6
    %)
    
    $
    38,201
    
    
    
    (22.9
    %)Average Interest Earning Assets
    
    $
    1,612,851
    
    
    
    2.4
    %
    
    $
    1,574,856
    
    
    
    12.8
    %Average Yield
    
    
    7.55
    %
    
    
    0.94
    
    
    
    6.61
    %
    
    
    0.76Average Interest Bearing Liabilities
    
    $
    1,571,509
    
    
    
    (0.2
    %)
    
    $
    1,574,235
    
    
    
    15.4
    %Average Rate Paid
    
    
    5.79
    %
    
    
    1.61
    
    
    
    4.18
    %
    
    
    1.84
   For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeLoan Sales to InvestorsVolume (in millions)
    
    $
    10,766.4
    
    
    
    (9.1
    %)
    
    $
    11,845.5
    
    
    
    27.0
    %Number of Loans Sold
    
    
    51,170
    
    
    
    (17.4
    %)
    
    
    61,961
    
    
    
    17.1
    %Gain on Sale of Mortgage Loans
    
    $
    164,995
    
    
    
    0.1
    %
    
    $
    164,804
    
    
    
    16.3
    %Loans Brokered to Third Party LendersVolume (in millions)
    
    $
    3,353.8
    
    
    
    (6.0
    %)
    
    $
    3,566.3
    
    
    
    11.1
    %Number of Brokered Loans
    
    
    11,005
    
    
    
    (14.5
    %)
    
    
    12,867
    
    
    
    (3.5
    %)Broker Fees
    
    $
    65,663
    
    
    
    (4.8
    %)
    
    $
    69,005
    
    
    
    (3.7
    %)Average Loan SizeLoans Sold to Investors
    
    $
    210,407
    
    
    
    10.1
    %
    
    $
    191,178
    
    
    
    8.5
    %Loans Brokered to Third Party Lenders
    
    $
    304,767
    
    
    
    10.0
    %
    
    $
    277,166
    
    
    
    15.1
    %
  45




---



##### 



For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeOpen Applications  Beginning
    
    
    23,219
    
    
    
    (6.8
    %)
    
    
    24,912
    
    
    
    (7.1
    %)New Applications
    
    
    95,868
    
    
    
    (14.4
    %)
    
    
    112,033
    
    
    
    3.8
    %Cancelled Applications
    
    
    (43,660
    )
    
    
    1.4
    %
    
    
    (43,043
    )
    
    
    1.2
    %Originated Loans
    
    
    (57,779
    )
    
    
    (18.3
    %)
    
    
    (70,683
    )
    
    
    5.0
    %Open Applications  Ending
    
    
    17,648
    
    
    
    (24.0
    %)
    
    
    23,219
    
    
    
    (6.8
    %)
  For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeOrigination Volume (in millions)
    
    $
    13,826.0
    
    
    
    (12.6
    %)
    
    $
    15,827.4
    
    
    
    21.4
    %Number of Originated LoansBuilder
    
    
    27,141
    
    
    
    (0.8
    %)
    
    
    27,364
    
    
    
    21.5
    %Retail
    
    
    30,638
    
    
    
    (29.3
    %)
    
    
    43,319
    
    
    
    (3.3
    %)57,779
    
    
    
    (18.3
    %)
    
    
    70,683
    
    
    
    5.0
    %Average Loan Size  Originated Loans
    
    $
    239,300
    
    
    
    6.9
    %
    
    $
    223,900
    
    
    
    15.7
    %
  OTHER
  For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeCorporate General and Administrative Expense
    
    $
    (185,585
    )
    
    
    (33.5
    %)
    
    $
    (279,172
    )
    
    
    12.0
    %Interest Expense
    
    
    
    
    
    
    (100.0
    %)
    
    
    (11,103
    )
    
    
    (40.7
    %)Other
    
    
    2,488
    
    
    
    44.7
    %
    
    
    1,719
    
    
    
    (92.0
    %)Operating Loss
    
    $
    (183,097
    )
    
    
    (36.5
    %)
    
    $
    (288,556
    )
    
    
    17.0
    %
  For the Years Ended March 31,2007
    
    
    2006Change
    
    
    
    
    
    ChangeCompensation and Benefits
    
    $
    158,723
    
    
    
    (28.8
    %)
    
    $
    222,874
    
    
    
    10.5
    %Professional Services
    
    
    20,170
    
    
    
    (18.0
    %)
    
    
    24,593
    
    
    
    74.4
    %Rent and Utilities
    
    
    6,795
    
    
    
    (0.9
    %)
    
    
    6,854
    
    
    
    37.4
    %Travel
    
    
    6,828
    
    
    
    (30.3
    %)
    
    
    9,795
    
    
    
    16.7
    %Other
    
    
    (6,931
    )
    
    
    (146.0
    %)
    
    
    15,056
    
    
    
    (25.5
    %)General and Administrative Expense
    
    $
    185,585
    
    
    
    (33.5
    %)
    
    $
    279,172
    
    
    
    12.0
    %
 46




---



##### 



DISCONTINUED OPERATIONS
 Home Equity
  For the Years Ended March 31,2007
    
    
    2006Revenues
    
    $
    171,170
    
    
    $
    834,526Operating (Loss) Earnings
    
    $
    (42,691
    )
    
    $
    118,198Pre-tax Gain on Sale
    
    $
    125,365
    
    
    $
    
 Construction Services
  For the Years Ended March 31,2007
    
    
    2006Revenues
    
    $
    2,108,620
    
    
    $
    1,547,805Operating Earnings
    
    $
    27,062
    
    
    $
    23,217Pre-tax Gain on Sale
    
    $
    344,752
    
    
    $
    
  47




---



##### 



Home Services
  For the Years Ended March 31,2007
    
    
    2006Revenues
    
    $
    126,966
    
    
    $
    109,198Operating Loss
    
    $
    (4,013
    )
    
    $
    (7,498
    )
  FINANCIAL CONDITION AND LIQUIDITY
  For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Net Cash (Used in) Provided byCentex*Operating Activities
    
    $
    558,792
    
    
    $
    930,116
    
    
    $
    (667,292
    )Investing Activities
    
    
    (315,340
    )
    
    
    46,120
    
    
    
    77,133Financing Activities
    
    
    (551,346
    )
    
    
    (142,259
    )
    
    
    138,041Effect of Exchange Rate on Cash
    
    
    
    
    
    
    
    
    
    
    (1,479
    )(307,894
    )
    
    
    833,977
    
    
    
    (453,597
    )Financial ServicesOperating Activities
    
    
    1,004,093
    
    
    
    580,684
    
    
    
    12,996Investing Activities
    
    
    77,691
    
    
    
    76,538
    
    
    
    786,790Financing Activities
    
    
    (1,069,806
    )
    
    
    (656,400
    )
    
    
    (800,820
    )11,978
    
    
    
    822
    
    
    
    (1,034
    )Centex Corporation and SubsidiariesOperating Activities
    
    
    1,480,634
    
    
    
    950,193
    
    
    
    (763,381
    )Investing Activities
    
    
    32,602
    
    
    
    87,485
    
    
    
    900,261Financing Activities
    
    
    (1,809,152
    )
    
    
    (202,879
    )
    
    
    (590,032
    )Effect of Exchange Rate on Cash
    
    
    
    
    
    
    
    
    
    
    (1,479
    )Net (Decrease) Increase in Cash
    
    $
    (295,916
    )
    
    $
    834,799
    
    
    $
    (454,631
    )
 *
    
    Centex represents a supplemental presentation that reflects the Financial Services segment
as if accounted for under the equity method. We believe that separate disclosure of the
consolidating information is useful because the Financial Services subsidiaries and related
companies operate in a distinctly different financial environment, and Centex has limited
obligations with respect to the indebtedness of our Financial Services subsidiaries and related
companies. Management uses this information in its financial and strategic planning. We also use
this presentation to allow investors to compare us to homebuilders that do not have financial
services operations.
  48




---



##### 



Centex
   Financial Services
   Discontinued Operations
    49




---



##### 



Contractual and Other Obligations
  Payments Due by PeriodLess Than
    
    
    1-3
    
    
    3-5
    
    
    More Than1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years
    
    
    TotalCentexLong-term Debt
    
    $
    345,632
    
    
    $
    1,277,730
    
    
    $
    889,071
    
    
    $
    1,756,790
    
    
    $
    4,269,223Operating Leases
    
    
    46,284
    
    
    
    72,422
    
    
    
    42,125
    
    
    
    15,647
    
    
    
    176,478Joint Venture
Obligations
    
    
    145,350
    
    
    
    29,375
    
    
    
    24,402
    
    
    
    
    
    
    
    199,127Purchase Obligations
    
    
    1,636
    
    
    
    1,953
    
    
    
    
    
    
    
    
    
    
    
    3,589538,902
    
    
    
    1,381,480
    
    
    
    955,598
    
    
    
    1,772,437
    
    
    
    4,648,417Financial ServicesOperating Leases
    
    
    10,648
    
    
    
    10,323
    
    
    
    1,291
    
    
    
    172
    
    
    
    22,434$
    549,550
    
    
    $
    1,391,803
    
    
    $
    956,889
    
    
    $
    1,772,609
    
    
    $
    4,670,851
     Credit Facilities and Liquidity
  Existing Credit
    
    
    AvailableFacilities
    
    
    CapacityCentexMulti-Bank Revolving Credit FacilityRevolving Credit
    
    $
    750,000
    
    
    $
    141,897Letters of Credit
    
    
    600,000
    
    
    
    193,7531,350,000
    
    
    
    335,650
    (1)Financial ServicesSecured Credit Facilities
    
    
    605,000
    
    
    
    267,947
    (2)$
    1,955,000
    
    
    $
    603,597
 (1)
    
    This is an unsecured, committed, multi-bank revolving credit facility, maturing in July
2010, that serves as funding for general corporate purposes and provides $600 million of
letter of credit capacity. As of March 31, 2008, there were no borrowings under the revolving
credit facility. The revolving credit facilitys available capacity is subject to a borrowing
base limitation when our senior unsecured debt does not have an investment grade rating from
at least two of the following: Moodys, S&P and Fitch Ratings, which we refer to as Fitch.
Under the borrowing base limitation, the sum of our net senior debt and any
 50




---



##### 



amounts drawn on the revolving credit facility may not exceed an amount based on certain
percentages of various categories of our unencumbered inventory and other assets. Available
capacity amounts above reflect the borrowing base limitation. Financial letters of credit
reduce the available capacity under the revolving credit facility and letters of credit.
Financial letters of credit are generally issued as a form of financial or payment guarantee.(2)
    
    At March 31, 2008, CTX Mortgage Company, LLC maintained $605 million of secured, committed
mortgage warehouse facilities. Subsequent to March 31, 2008, existing credit facilities were
reduced $75.0 million to $530.0 million with a corresponding decrease in available capacity.
See Note (P), Subsequent Events of the Notes to Consolidated Financial Statements for
additional information.  CentexShort-term Debt:Short-term Note Payable
    
    $
    4,050Senior Debt:Senior Notes, weighted-average 6.00%, due through 2017
    
    
    3,319,190Other Indebtedness, weighted-average 8.98%, due through 2018
    
    
    1,9273,325,167Financial ServicesShort-term Debt:Short-term Notes Payable
    
    
    337,053$
    3,662,220
      51




---



##### 



Seasonality and Inflation
   CERTAIN OFF-BALANCE SHEET OBLIGATIONS
  Joint Ventures
  52




---



##### 



As of March 31,2008
    
    
    2007Centexs
    
    
    
    
    
    
    
    
    
    
    CentexsNumber
    
    
    
    
    
    
    Share
    
    
    Number
    
    
    
    
    
    
    Shareof JVs(1)
    
    
    Investments
    
    
    of Debt
    
    

of JVs (1)
    
    
    Investments
    
    
    of DebtUnleveraged Joint Ventures
    
    
    29
    
    
    $
    70,043
    
    
    $
    
    
    
    
    28
    
    
    $
    33,369
    
    
    $
    Joint Ventures with Debt:
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    21Limited Maintenance
Guarantee (2) (3) (4)
    
    
    
    
    
    
    43,311
    
    
    
    27,500
    
    
    
    
    
    
    
    108,057
    
    
    
    162,425Repayment Guarantee (2)
(5)
    
    
    
    
    
    
    3,154
    
    
    
    13,692
    
    
    
    
    
    
    
    2,247
    
    
    
    16,045Completion Guarantee (4)
    
    
    
    
    
    
    78,274
    
    
    
    133,935
    
    
    
    
    
    
    
    126,469
    
    
    
    209,927No Recourse or Guarantee
    
    
    
    
    
    
    12,040
    
    
    
    24,000
    
    
    
    
    
    
    
    11,502
    
    
    
    24,00042
    
    
    $
    206,822
    
    
    $
    199,127
    
    
    
    49
    
    
    $
    281,644
    
    
    $
    412,397
 (1)
    
    The number of joint ventures includes unconsolidated Home Building joint ventures for which
we have an investment balance as of the end of the period and/or current fiscal year
activity. We were the managing member of 23 and 28 of the joint ventures as of March 31,
2008 and 2007, respectively. The number of joint ventures includes 17 and 14 joint ventures
as of March 31, 2008 and 2007, respectively, for which substantially all the joint ventures
activities are complete.(2)
    
    These amounts represent our maximum exposure related to the joint ventures debt at each
respective date.(3)
    
    We have guaranteed that certain of the joint ventures will maintain a specified loan to value
ratio. For certain joint ventures, we have contributed additional capital in order to
maintain loan to value requirements. At March 31, 2008, we had one remaining joint venture
with a limited maintenance guarantee. In April 2008, this joint venture repaid its
outstanding debt.(4)
    
    Certain joint venture agreements require us to guarantee the completion of a project or
phase if the joint venture does not perform the required land development. A portion of
these completion guarantees are joint and several with our partners.(5)
    
    We have guaranteed repayment of a portion of certain joint venture debt limited to our
ownership percentage of the joint venture or a percentage thereof.
   53




---



##### 



For the Fiscal Years EndingMarch 31,2009
    
    $
    168,9412010
    
    
    2,2682011
    
    
    3,9182012
    
    
    24,000$
    199,127
 CRITICAL ACCOUNTING ESTIMATES
  Mortgage Loan Allowances and Related Reserve
      54




---



##### 



Inventory Valuation
   
    
    estimates of average future selling prices,
    
    estimates of future construction and land development costs, and
    
    estimated future sales rates.
  
    
    historical project results such as average sales price and sales rates, if closings
have occurred in the project,
    
    competitors local market (or neighborhood) presence and their competitive actions,
    
    project specific attributes such as location desirability and uniqueness of product
offering,
    
    potential for alternative product offerings to respond to local market conditions,
and
    
    current local market economic and demographic conditions and related trends and
forecasts.
  
    
    geographic location of project,
    
    product type (for example, multifamily high rise product or single family product),
    
    average sales price of the product, and
    
    estimated project life.
   55




---



##### 



Land Held Under Option Agreements Not Owned and Other Land Deposits
      
    
    local market housing inventory levels for both existing and new homes,
    
    our existing local supply of owned and controlled lots,
    
    contract purchase price and terms,
    
    evaluation of local regulatory environment and, if not fully entitled, likelihood of
obtaining required approvals, and
    
    local market economic and demographic factors such as job growth, long- and
short-term interest rates, consumer confidence, population growth and immigration.
 Goodwill
  56




---



##### 



Warranty Accruals
  Insurance Accruals
  Income Taxes
    57




---



##### 



RECENT ACCOUNTING PRONOUNCEMENTS
    58




---



##### 



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Centex
    Maturities through March 31,2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total
    
    
    Fair ValueCentex (1)Fixed-Rate Debt
    
    $
    151,091
    
    
    $
    225,101
    
    
    $
    700,104
    
    
    $
    349,321
    
    
    $
    315,135
    
    
    $
    1,580,365
    
    
    $
    3,321,117
    
    
    $
    2,871,378Average Interest Rate
    
    
    4.90
    %
    
    
    5.80
    %
    
    
    6.45
    %
    
    
    7.50
    %
    
    
    5.45
    %
    
    
    5.71
    %
    
    
    6.00
    %
 (1)
    
    We define Centex as a supplemental presentation that reflects the Financial Services
segment as if accounted for under the equity method.
  Maturities through March 31,2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    Total
    
    
    Fair ValueCentex (1)Fixed-Rate Debt
    
    $
    335,083
    
    
    $
    150,091
    
    
    $
    225,101
    
    
    $
    700,101
    
    
    $
    349,111
    
    
    $
    1,950,490
    
    
    $
    3,709,977
    
    
    $
    3,654,121Average Interest Rate
    
    
    4.83
    %
    
    
    4.88
    %
    
    
    5.80
    %
    
    
    6.45
    %
    
    
    7.50
    %
    
    
    5.67
    %
    
    
    5.89
    %Variable-Rate Debt
    
    $
    190,333
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    190,333
    
    
    $
    192,378Average Interest Rate
    
    
    5.70
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.70
    %
 (1)
    
    Centex represents a supplemental presentation that reflects the Financial Services
segment as if accounted for under the equity method.
 Financial Services
  59




---



##### 



60




---



##### 



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Financial Information
    
    PageStatements of Consolidated Earnings
    
    
    62Consolidated Balance Sheets with Consolidating Details
    
    
    63Statements of Consolidated Cash Flows with Consolidating Details
    
    
    65Statements of Consolidated Stockholders Equity
    
    
    67Notes to Consolidated Financial Statements
    
    
    69Report of Independent Registered Public Accounting Firm
    
    
    102Managements Report on Internal Control Over Financial Reporting
    
    
    103Report of Independent Registered Public Accounting Firm  Internal Control
    
    
    104Quarterly Results
    
    
    105
 61




---



##### 



Centex Corporation and Subsidiaries
 
 Statements of Consolidated Earnings
  For the Years Ended March 31,2008
    
    
    2007
    
    
    2006RevenuesHome Building
    
    $
    7,965,614
    
    
    $
    11,414,827
    
    
    $
    12,272,203Financial Services
    
    
    309,948
    
    
    
    468,001
    
    
    
    462,223Other
    
    
    
    
    
    
    4,773
    
    
    
    8,2408,275,562
    
    
    
    11,887,601
    
    
    
    12,742,666Costs and ExpensesHome Building
    
    
    10,454,182
    
    
    
    11,166,921
    
    
    
    10,273,372Financial Services
    
    
    448,101
    
    
    
    383,471
    
    
    
    377,758Other
    
    
    (3,542
    )
    
    
    2,285
    
    
    
    6,521Corporate General and Administrative
    
    
    154,308
    
    
    
    185,585
    
    
    
    279,172Interest Expense
    
    
    8,642
    
    
    
    
    
    
    
    11,10311,061,691
    
    
    
    11,738,262
    
    
    
    10,947,926Earnings (Loss) from Unconsolidated Entities
    
    
    (128,902
    )
    
    
    (73,782
    )
    
    
    77,824Other Income
    
    
    39,873
    
    
    
    31,229
    
    
    
    8,174Earnings (Loss) from Continuing Operations
Before Income Taxes
    
    
    (2,875,158
    )
    
    
    106,786
    
    
    
    1,880,738Income Tax (Benefit) Provision
    
    
    (214,190
    )
    
    
    116,263
    
    
    
    668,073Earnings (Loss) from Continuing Operations
    
    
    (2,660,968
    )
    
    
    (9,477
    )
    
    
    1,212,665Earnings from Discontinued Operations, net of Tax
Provision of $2,979, $171,023 and $78,016
    
    
    3,486
    
    
    
    277,843
    
    
    
    76,648Net Earnings (Loss)
    
    $
    (2,657,482
    )
    
    $
    268,366
    
    
    $
    1,289,313Basic Earnings (Loss) Per ShareContinuing Operations
    
    $
    (21.71
    )
    
    $
    (0.08
    )
    
    $
    9.56Discontinued Operations
    
    
    0.03
    
    
    
    2.31
    
    
    
    0.60$
    (21.68
    )
    
    $
    2.23
    
    
    $
    10.16Diluted Earnings (Loss) Per ShareContinuing Operations
    
    $
    (21.71
    )
    
    $
    (0.08
    )
    
    $
    9.13Discontinued Operations
    
    
    0.03
    
    
    
    2.31
    
    
    
    0.58$
    (21.68
    )
    
    $
    2.23
    
    
    $
    9.71Average Shares OutstandingBasic
    
    
    122,577,071
    
    
    
    120,537,235
    
    
    
    126,870,887Dilutive Securities:Options
    
    
    
    
    
    
    
    
    
    
    5,420,789Other
    
    
    
    
    
    
    
    
    
    
    458,121Diluted
    
    
    122,577,071
    
    
    
    120,537,235
    
    
    
    132,749,797Cash Dividends Per Share
    
    $
    0.16
    
    
    $
    0.16
    
    
    $
    0.16
 See Notes to Consolidated Financial Statements.
 62




---



##### 



Centex Corporation and Subsidiaries
 
 Consolidated Balance Sheets with Consolidating Details
  Centex Corporation and SubsidiariesMarch 31,2008
    
    
    2007AssetsCash and Cash Equivalents
    
    $
    586,810
    
    
    $
    882,534Restricted Cash
    
    
    51,440
    
    
    
    146,532Receivables Mortgage Loans, net
    
    
    515,880
    
    
    
    1,710,348Trade and Other, including Notes of $17,388 and $10,129
    
    
    823,861
    
    
    
    197,211Inventories Housing Projects
    
    
    4,628,860
    
    
    
    8,474,883Land Held for Development and Sale
    
    
    558,756
    
    
    
    158,212Land Held Under Option Agreements Not Owned
    
    
    147,792
    
    
    
    282,116Other
    
    
    27,023
    
    
    
    33,204Investments Joint Ventures and Other
    
    
    206,822
    
    
    
    281,644Unconsolidated Subsidiaries
    
    
    
    
    
    
    Property and Equipment, net
    
    
    77,931
    
    
    
    134,741Other Assets Deferred Income Taxes, net
    
    
    191,246
    
    
    
    500,703Goodwill
    
    
    51,622
    
    
    
    130,453Deferred Charges and Other, net
    
    
    172,300
    
    
    
    168,186Assets of Discontinued Operations
    
    
    96,989
    
    
    
    99,166$
    8,137,332
    
    
    $
    13,199,933Liabilities and Stockholders EquityAccounts Payable
    
    $
    259,170
    
    
    $
    518,421Accrued Liabilities
    
    
    1,805,519
    
    
    
    1,802,540Debt Centex
    
    
    3,325,167
    
    
    
    3,902,117Financial Services
    
    
    337,053
    
    
    
    1,663,040Payable from Affiliates
    
    
    
    
    
    
    Liabilities of Discontinued Operations
    
    
    34,001
    
    
    
    24,609Commitments and ContingenciesMinority Interests
    
    
    77,761
    
    
    
    176,937Stockholders Equity Preferred Stock, Authorized 5,000,000 Shares, None Issued
    
    
    
    
    
    
    Common Stock, $.25 Par Value; Authorized 300,000,000
Shares; Outstanding 123,278,881 and 119,969,733 Shares
    
    
    31,763
    
    
    
    31,041Capital in Excess of Par Value
    
    
    95,088
    
    
    
    48,349Retained Earnings
    
    
    2,365,634
    
    
    
    5,250,873Treasury Stock, at Cost; 3,774,643 and 4,193,523 Shares
    
    
    (193,824
    )
    
    
    (217,994
    )Total Stockholders Equity
    
    
    2,298,661
    
    
    
    5,112,269$
    8,137,332
    
    
    $
    13,199,933
 See Notes to Consolidated Financial Statements.
 63




---



##### 



Centex Corporation and Subsidiaries
 Consolidated Balance Sheets with Consolidating Details
  Centex*
    
    
    Financial ServicesMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007$
    562,766
    
    
    $
    870,468
    
    
    $
    24,044
    
    
    $
    12,06628,562
    
    
    
    56,467
    
    
    
    22,878
    
    
    
    90,065
    
    
    
    
    
    
    
    515,880
    
    
    
    1,710,348800,275
    
    
    
    167,979
    
    
    
    23,586
    
    
    
    29,2324,628,860
    
    
    
    8,474,883
    
    
    
    
    
    
    
    558,756
    
    
    
    158,212
    
    
    
    
    
    
    
    147,792
    
    
    
    282,116
    
    
    
    
    
    
    
    16,173
    
    
    
    24,457
    
    
    
    10,850
    
    
    
    8,747206,822
    
    
    
    281,644
    
    
    
    
    
    
    
    292,647
    
    
    
    137,704
    
    
    
    
    
    
    
    65,298
    
    
    
    117,772
    
    
    
    12,633
    
    
    
    16,969119,590
    
    
    
    476,136
    
    
    
    71,656
    
    
    
    24,56742,670
    
    
    
    121,501
    
    
    
    8,952
    
    
    
    8,952145,719
    
    
    
    154,050
    
    
    
    26,581
    
    
    
    14,13696,989
    
    
    
    99,166
    
    
    
    
    
    
    
    $
    7,712,919
    
    
    $
    11,422,555
    
    
    $
    717,060
    
    
    $
    1,915,082$
    250,096
    
    
    $
    507,694
    
    
    $
    9,074
    
    
    $
    10,7271,727,684
    
    
    
    1,699,864
    
    
    
    77,835
    
    
    
    102,6763,325,167
    
    
    
    3,902,117
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    337,053
    
    
    
    1,663,040
    
    
    
    
    
    
    
    43,463
    
    
    
    (23,788
    )34,001
    
    
    
    24,609
    
    
    
    
    
    
    
    77,310
    
    
    
    176,002
    
    
    
    451
    
    
    
    935
    

    
    
    
    

    
    
    
    

    
    
    31,763
    
    
    
    31,041
    
    
    
    1
    
    
    
    195,088
    
    
    
    48,349
    
    
    
    478,467
    
    
    
    275,4672,365,634
    
    
    
    5,250,873
    
    
    
    (229,284
    )
    
    
    (113,976
    )(193,824
    )
    
    
    (217,994
    )
    
    
    
    
    
    
    2,298,661
    
    
    
    5,112,269
    
    
    
    249,184
    
    
    
    161,492$
    7,712,919
    
    
    $
    11,422,555
    
    
    $
    717,060
    
    
    $
    1,915,082
 *
    
    In the supplemental data presented above, Centex represents the consolidation of all
subsidiaries other than those included in Financial Services as described in Note (A), Significant
Accounting Policies. Transactions between Centex and Financial Services have been eliminated from
the Centex Corporation and Subsidiaries balance sheets.
 64




---



##### 



Centex Corporation and Subsidiaries
 
 Statements of Consolidated Cash Flows with Consolidating Details
  Centex Corporation and SubsidiariesFor the Years Ended March 31,2008
    
    
    2007
    
    
    2006Cash Flows  Operating ActivitiesNet Earnings (Loss)
    
    $
    (2,657,482
    )
    
    $
    268,366
    
    
    $
    1,289,313AdjustmentsDepreciation and Amortization
    
    
    52,473
    
    
    
    59,795
    
    
    
    63,069Stock-based Compensation
    
    
    37,761
    
    
    
    64,850
    
    
    
    68,743Provision for Losses on Mortgage Loans Held for Investment and
Construction Loans
    
    
    129,719
    
    
    
    30,046
    
    
    
    94,319Impairments and Write-off of Assets
    
    
    1,991,090
    
    
    
    690,831
    
    
    
    35,155Deferred Income Tax Provision (Benefit)
    
    
    409,765
    
    
    
    (172,235
    )
    
    
    (127,699
    )Loss (Earnings) of Joint Ventures and Unconsolidated Subsidiaries
    
    
    128,902
    
    
    
    72,807
    
    
    
    (78,323
    )Distributions of Earnings of Joint Ventures and Unconsolidated Subsidiaries
    
    
    6,769
    
    
    
    89,225
    
    
    
    96,318Minority Interest, net of Taxes
    
    
    (484
    )
    
    
    (413
    )
    
    
    (315
    )Gain on Sale of Assets
    
    
    (20,310
    )
    
    
    (482,331
    )
    
    
    (6,500
    )Changes in Assets and Liabilities, Excluding Effect of AcquisitionsDecrease (Increase) in Restricted Cash
    
    
    26,911
    
    
    
    11,233
    
    
    
    (19,301
    )(Increase) Decrease in Trade Receivables, Notes and Other
    
    
    (594,308
    )
    
    
    31,529
    
    
    
    (93,049
    )Decrease (Increase) in Mortgage Loans Held for Sale
    
    
    940,535
    
    
    
    513,878
    
    
    
    (194,379
    )Decrease (Increase) in Housing Projects and Land Held for Developmentand Sale
    
    
    1,460,404
    
    
    
    (478,199
    )
    
    
    (2,482,554
    )Decrease (Increase) in Other Inventories
    
    
    26,733
    
    
    
    (3,114
    )
    
    
    (1,368
    )(Decrease) Increase in Accounts Payable and Accrued Liabilities
    
    
    (493,337
    )
    
    
    220,992
    
    
    
    635,629Decrease (Increase) in Other Assets, net
    
    
    34,825
    
    
    
    33,100
    
    
    
    (42,841
    )Increase (Decrease) in Payables to Affiliates
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    668
    
    
    
    (167
    )
    
    
    4021,480,634
    
    
    
    950,193
    
    
    
    (763,381
    )Cash Flows  Investing Activities(Issuance of) Payments received on Notes Receivable
    
    
    (7,254
    )
    
    
    21,768
    
    
    
    25,174(Increase) Decrease in Mortgage Loans Held for Investment
    
    
    
    
    
    
    (292,448
    )
    
    
    952,449(Increase) Decrease in Construction Loans
    
    
    79,521
    
    
    
    (91,722
    )
    
    
    (154,257
    )Investment in and Advances to Joint Ventures
    
    
    (181,854
    )
    
    
    (268,206
    )
    
    
    (372,937
    )Distributions of Capital from Joint Ventures
    
    
    126,236
    
    
    
    158,658
    
    
    
    218,544(Increase) Decrease in Investment in and Advances to Unconsolidated
Subsidiaries
    
    
    
    
    
    
    
    
    
    
    Purchases of Property and Equipment, net
    
    
    (6,638
    )
    
    
    (40,643
    )
    
    
    (92,234
    )Proceeds from Dispositions
    
    
    26,861
    
    
    
    606,759
    
    
    
    327,415Other
    
    
    (4,270
    )
    
    
    (6,681
    )
    
    
    (3,893
    )32,602
    
    
    
    87,485
    
    
    
    900,261Cash Flows  Financing ActivitiesDecrease (Increase) in Restricted Cash
    
    
    68,181
    
    
    
    (53,522
    )
    
    
    (15,501
    )(Decrease) Increase in Short-term Debt, net
    
    
    (1,262,744
    )
    
    
    (346,903
    )
    
    
    764,540Proceeds from Land Financing Transaction, net
    
    
    7,483
    
    
    
    
    
    
    
    CentexIssuance of Long-term Debt
    
    
    
    
    
    
    500,695
    
    
    
    972,028Repayment of Long-term Debt
    
    
    (581,378
    )
    
    
    (293,620
    )
    
    
    (343,322
    )Financial ServicesIssuance of Long-term Debt
    
    
    
    
    
    
    961,126
    
    
    
    2,008,372Repayment of Long-term Debt
    
    
    (60,000
    )
    
    
    (746,680
    )
    
    
    (3,366,188
    )Proceeds from Stock Option Exercises
    
    
    39,567
    
    
    
    66,142
    
    
    
    58,971Purchases of Common Stock, net
    
    
    (799
    )
    
    
    (271,022
    )
    
    
    (648,638
    )Dividends Paid and Capital Contributions Received
    
    
    (19,462
    )
    
    
    (19,095
    )
    
    
    (20,294
    )(1,809,152
    )
    
    
    (202,879
    )
    
    
    (590,032
    )Effect of Exchange Rate on Cash
    
    
    
    
    
    
    
    
    
    
    (1,479
    )Net (Decrease) Increase in Cash and Cash Equivalents
    
    
    (295,916
    )
    
    
    834,799
    
    
    
    (454,631
    )Cash and Cash Equivalents at Beginning of Year(1)
    
    
    882,754
    
    
    
    47,955
    
    
    
    502,586Cash and Cash Equivalents at End of Year(2)
    
    $
    586,838
    
    
    $
    882,754
    
    
    $
    47,955
 See Notes to Consolidated Financial Statements.
 (1)
    
    Amount includes cash and cash equivalents of discontinued operations of $220, $4,630 and
$6,192 as of March 31, 2007, 2006 and 2005, respectively.(2)
    
    Amount includes cash and cash equivalents of discontinued operations of $28, $220 and $4,630
as of March 31, 2008, 2007 and 2006, respectively.
 65




---



##### 



Centex Corporation and Subsidiaries
 Statements of Consolidated Cash Flows with Consolidating Details
  Centex *
    
    
    Financial ServicesFor the Years Ended March 31,
    
    
    For the Years Ended March 31,2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006$
    (2,657,482
    )
    
    $
    268,366
    
    
    $
    1,289,313
    
    
    $
    (100,308
    )
    
    $
    101,596
    
    
    $
    119,38546,307
    
    
    
    51,491
    
    
    
    48,081
    
    
    
    6,166
    
    
    
    8,304
    
    
    
    14,98837,761
    
    
    
    64,850
    
    
    
    68,743
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,719
    
    
    
    30,046
    
    
    
    94,3191,991,090
    
    
    
    683,912
    
    
    
    35,155
    
    
    
    
    
    
    
    6,919
    
    
    
    456,854
    
    
    
    (243,664
    )
    
    
    (55,196
    )
    
    
    (47,089
    )
    
    
    71,429
    
    
    
    (72,503
    )229,210
    
    
    
    (28,789
    )
    
    
    (197,708
    )
    
    
    
    
    
    
    
    
    
    
    21,769
    
    
    
    685,005
    
    
    
    169,065
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (175
    )
    
    
    (126
    )
    
    
    (484
    )
    
    
    (238
    )
    
    
    (189
    )(20,310
    )
    
    
    (349,524
    )
    
    
    (6,500
    )
    
    
    
    
    
    
    (132,807
    )
    
    
    27,905
    
    
    
    14,261
    
    
    
    (17,485
    )
    
    
    (994
    )
    
    
    (3,028
    )
    
    
    (1,816
    )(624,789
    )
    
    
    25,614
    
    
    
    (88,073
    )
    
    
    30,481
    
    
    
    5,915
    
    
    
    (4,976
    )
    
    
    
    
    
    
    
    
    
    
    
    940,535
    
    
    
    513,878
    
    
    
    (194,379
    )1,460,404
    
    
    
    (478,199
    )
    
    
    (2,482,554
    )
    
    
    
    
    
    
    
    
    
    
    8,978
    
    
    
    (621
    )
    
    
    (1,420
    )
    
    
    17,755
    
    
    
    (2,493
    )
    
    
    52(466,843
    )
    
    
    212,157
    
    
    
    622,375
    
    
    
    (26,494
    )
    
    
    133
    
    
    
    13,74447,270
    
    
    
    25,599
    
    
    
    (51,364
    )
    
    
    (12,445
    )
    
    
    7,501
    
    
    
    8,523
    
    
    
    
    
    
    
    
    
    
    
    67,251
    
    
    
    (26,471
    )
    
    
    35,848668
    
    
    
    (167
    )
    
    
    402
    
    
    
    
    
    
    
    
    
    
    
    558,792
    
    
    
    930,116
    
    
    
    (667,292
    )
    
    
    1,004,093
    
    
    
    580,684
    
    
    
    12,996(7,254
    )
    
    
    21,662
    
    
    
    24,937
    
    
    
    
    
    
    
    106
    
    
    
    237
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (292,448
    )
    
    
    952,449
    
    
    
    
    
    
    
    
    
    
    
    79,521
    
    
    
    (91,722
    )
    
    
    (154,257
    )(181,854
    )
    
    
    (268,206
    )
    
    
    (372,937
    )
    
    
    
    
    
    
    
    
    
    
    126,236
    
    
    
    158,658
    
    
    
    218,544
    
    
    
    
    
    
    
    
    
    
    
    (270,251
    )
    
    
    23,378
    
    
    
    (36,338
    )
    
    
    
    
    
    
    
    
    
    
    (4,808
    )
    
    
    (33,404
    )
    
    
    (80,595
    )
    
    
    (1,830
    )
    
    
    (7,239
    )
    
    
    (11,639
    )26,861
    
    
    
    150,713
    
    
    
    327,415
    
    
    
    
    
    
    
    467,841
    
    
    
    (4,270
    )
    
    
    (6,681
    )
    
    
    (3,893
    )
    
    
    
    
    
    
    
    
    
    
    (315,340
    )
    
    
    46,120
    
    
    
    77,133
    
    
    
    77,691
    
    
    
    76,538
    
    
    
    786,790
    
    
    
    
    
    
    
    
    
    
    
    68,181
    
    
    
    (53,522
    )
    
    
    (15,501
    )3,243
    
    
    
    (125,359
    )
    
    
    119,296
    
    
    
    (1,265,987
    )
    
    
    (221,544
    )
    
    
    645,2447,483
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,695
    
    
    
    972,028
    
    
    
    
    
    
    
    
    
    
    
    (581,378
    )
    
    
    (293,620
    )
    
    
    (343,322
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    961,126
    
    
    
    2,008,372
    
    
    
    
    
    
    
    
    
    
    
    (60,000
    )
    
    
    (746,680
    )
    
    
    (3,366,188
    )39,567
    
    
    
    66,142
    
    
    
    58,971
    
    
    
    
    
    
    
    
    
    
    
    (799
    )
    
    
    (271,022
    )
    
    
    (648,638
    )
    
    
    
    
    
    
    
    
    
    
    (19,462
    )
    
    
    (19,095
    )
    
    
    (20,294
    )
    
    
    188,000
    
    
    
    (595,780
    )
    
    
    (72,747
    )(551,346
    )
    
    
    (142,259
    )
    
    
    138,041
    
    
    
    (1,069,806
    )
    
    
    (656,400
    )
    
    
    (800,820
    )
    
    
    
    
    
    
    
    (1,479
    )
    
    
    
    
    
    
    
    
    
    
    (307,894
    )
    
    
    833,977
    
    
    
    (453,597
    )
    
    
    11,978
    
    
    
    822
    
    
    
    (1,034
    )870,688
    
    
    
    36,711
    
    
    
    490,308
    
    
    
    12,066
    
    
    
    11,244
    
    
    
    12,278$
    562,794
    
    
    $
    870,688
    
    
    $
    36,711
    
    
    $
    24,044
    
    
    $
    12,066
    
    
    $
    11,244
 *
    
    In the supplemental data presented above, Centex represents the consolidation of all
subsidiaries other than those included in Financial Services as described in Note (A), Significant
Accounting Policies. Transactions between Centex and Financial Services have been eliminated from
the Centex Corporation and Subsidiaries statements of consolidated cash flows.
 66




---



##### 



Centex Corporation and Subsidiaries
 
 Statements of Consolidated Stockholders Equity
  UnamortizedCapital in
    
    
    Value ofCommon Stock
    
    
    Excess of
    
    
    DeferredShares
    
    
    Amount
    
    
    Par Value
    
    
    CompensationBalance, March 31, 2005
    
    
    127,729
    
    
    $
    33,327
    
    
    $
    407,995
    
    
    $
    (197
    )Issuance of Restricted Stock and Stock Units
    
    
    686
    
    
    
    62
    
    
    
    (12,436
    )
    
    
    Stock Compensation
    
    
    
    
    
    
    
    
    
    
    68,546
    
    
    
    197Exercise of Stock Options, IncludingTax Benefits
    
    
    2,970
    
    
    
    743
    
    
    
    115,690
    
    
    
    Cash Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchases of Common Stock for Treasury
    
    
    (9,285
    )
    
    
    
    
    
    
    
    
    
    
    Other Stock Transactions
    
    
    4
    
    
    
    
    
    
    
    215
    
    
    
    Net Earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized Gain on Hedging Instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign Currency Translation Adjustments (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive IncomeBalance, March 31, 2006
    
    
    122,104
    
    
    
    34,132
    
    
    
    580,010
    
    
    
    Issuance of Restricted Stock and Stock Units
    
    
    513
    
    
    
    30
    
    
    
    (29,366
    )
    
    
    Stock Compensation
    
    
    
    
    
    
    
    
    
    
    64,850
    
    
    
    Exercise of Stock Options, Including
Tax Benefits
    
    
    2,507
    
    
    
    627
    
    
    
    76,629
    
    
    
    Cash Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchases of Common Stock for Treasury
    
    
    (5,159
    )
    
    
    
    
    
    
    
    
    
    
    Retirement of Treasury Stock
    
    
    
    
    
    
    (3,750
    )
    
    
    (645,059
    )
    
    
    Other Stock Transactions
    
    
    5
    
    
    
    2
    
    
    
    1,285
    
    
    
    Net Earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized Gain on Hedging Instruments (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign Currency Translation
Adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive IncomeBalance, March 31, 2007
    
    
    119,970
    
    
    
    31,041
    
    
    
    48,349
    
    
    
    Adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    (4,898
    )
    
    
    Issuance of Restricted Stock and Stock Units
    
    
    607
    
    
    
    40
    
    
    
    (32,373
    )
    
    
    Stock Compensation
    
    
    
    
    
    
    
    
    
    
    37,761
    
    
    
    Exercise of Stock Options, Including
Tax Benefits
    
    
    2,724
    
    
    
    681
    
    
    
    46,067
    
    
    
    Cash Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchases of Common Stock for Treasury
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    Other Stock Transactions
    
    
    6
    
    
    
    1
    
    
    
    182
    
    
    
    Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, March 31, 2008
    
    
    123,279
    
    
    $
    31,763
    
    
    $
    95,088
    
    
    $
    
 See Notes to Consolidated Financial Statements.
 (1)
    
    Amount includes a reclassification adjustment of $48,354, net of tax, for foreign currency
translation adjustments included in earnings from discontinued operations.(2)
    
    Amount includes a reclassification adjustment of $15,738, net of tax, for hedging gain
included in earnings from discontinued operations.
 67




---



##### 



Centex Corporation and Subsidiaries
 Statements of Consolidated Stockholders Equity
 (in thousands)
 AccumulatedTreasury
    
    
    OtherRetained
    
    
    Stock
    
    
    ComprehensiveEarnings
    
    
    at Cost
    
    
    Income (Loss)
    
    
    Total$
    3,982,306
    
    
    $
    (213,801
    )
    
    $
    71,127
    
    
    $
    4,280,757
    
    
    
    7,142
    
    
    
    
    
    
    
    (5,232
    )
    
    
    
    
    
    
    
    
    
    
    
    68,743
    
    
    
    
    
    
    
    
    
    
    
    116,433(20,294
    )
    
    
    
    
    
    
    
    
    
    
    (20,294
    )
    
    
    
    (655,780
    )
    
    
    
    
    
    
    (655,780
    )
    
    
    
    
    
    
    
    
    
    
    
    2151,289,313
    
    
    
    
    
    
    
    
    
    
    
    1,289,313
    
    
    
    
    
    
    
    263
    
    
    
    263
    
    
    
    
    
    
    
    (62,760
    )
    
    
    (62,760
    )1,226,8165,251,325
    
    
    
    (862,439
    )
    
    
    8,630
    
    
    
    5,011,658(1,926
    )
    
    
    18,861
    
    
    
    
    
    
    
    (12,401
    )
    
    
    
    
    
    
    
    
    
    
    
    64,850
    
    
    
    
    
    
    
    
    
    
    
    77,256(19,095
    )
    
    
    
    
    
    
    
    
    
    
    (19,095
    )
    
    
    
    (271,022
    )
    
    
    
    
    
    
    (271,022
    )(247,797
    )
    
    
    896,606
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,287268,366
    
    
    
    
    
    
    
    
    
    
    
    268,366
    
    
    
    
    
    
    
    (8,702
    )
    
    
    (8,702
    )
    
    
    
    
    
    
    
    72
    
    
    
    72259,7365,250,873
    
    
    
    (217,994
    )
    
    
    
    
    
    
    5,112,269(208,295
    )
    
    
    
    
    
    
    
    
    
    
    (213,193
    )
    
    
    
    24,969
    
    
    
    
    
    
    
    (7,364
    )
    
    
    
    
    
    
    
    
    
    
    
    37,761
    
    
    
    
    
    
    
    
    
    
    
    46,748(19,462
    )
    
    
    
    
    
    
    
    
    
    
    (19,462
    )
    
    
    
    (799
    )
    
    
    
    
    
    
    (799
    )
    
    
    
    
    
    
    
    
    
    
    
    183(2,657,482
    )
    
    
    
    
    
    
    
    
    
    
    (2,657,482
    )$
    2,365,634
    
    
    $
    (193,824
    )
    
    $
    
    
    
    $
    2,298,661
 68




---



##### 



Centex Corporation and Subsidiaries
 
 Notes to Consolidated Financial Statements
  (A) SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
   
    
    Centex Corporation and Subsidiaries.This represents the consolidation of Centex,
Financial Services and all of their consolidated subsidiaries, related companies and
certain variable interest entities. The effects of transactions among related
companies within the consolidated group have been eliminated.
    
    Centex.This information is presented as supplemental information and represents the
consolidation of all subsidiaries and certain variable interest entities other than
those included in Financial Services, which are presented on an equity basis of
accounting.
    
    Financial Services.This information is presented as supplemental information and
represents Centex Financial Services, its subsidiaries and related companies.
   Revenue Recognition
    69




---



##### 



Sales Discounts and Incentives
  Advertising Costs
  Interest Expense
  For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Total Interest Incurred
    
    $
    285,960
    
    
    $
    483,342
    
    
    $
    674,351Less  Interest Capitalized
    
    
    (222,938
    )
    
    
    (284,181
    )
    
    
    (227,246
    )Financial Services Interest Expense
    
    
    (54,380
    )
    
    
    (90,328
    )
    
    
    (65,904
    )Discontinued Operations (1)
    
    
    
    
    
    
    (108,833
    )
    
    
    (370,098
    )Interest Expense, net
    
    $
    8,642
    
    
    $
    
    
    
    $
    11,103Capitalized Interest Charged to
Home Buildings Costs and Expenses
    
    $
    312,665
    
    
    $
    237,539
    
    
    $
    169,887
 (1)
    
    Includes the Companys home services operations, Home Equity, and the Companys
international homebuilding operations.
 Income Taxes
    70




---



##### 



Earnings Per Share
  Cash and Cash Equivalents
  Restricted Cash
   71




---



##### 



Mortgage Loans
        Trade Accounts and Notes Receivable
  72




---



##### 



Housing Projects
   Land Held for Development and Sale
   
    
    local market housing inventory levels for both existing and new homes,
    
    the Companys existing local supply of owned and controlled lots,
    
    contract purchase price and terms,
    
    the availability of other or more desirable land in the local markets,
    
    evaluation of local regulatory environment and, if not fully entitled,
likelihood of obtaining required approvals, and
    
    local market economic and demographic factors such as job growth, long-
and short-term interest rates, consumer confidence, population growth and immigration.
  73




---



##### 



Land Held Under Option Agreements Not Owned and Other Land Deposits
    Investments in Joint Ventures
    74




---



##### 



Property and Equipment, net
  Impairment of Long-Lived Assets
  Goodwill
    Deferred Charges and Other
  75




---



##### 



Off-Balance Sheet Obligations
  Insurance Accruals
  Stock-Based Employee Compensation Arrangements
   Number ofShares
    
    Fair ValuePeriod of Grant
    
    Grant Type
    
    Granted
    
    of GrantFor the year ended March 31, 2007
    
    Stock Options
    
    
    1,420.3
    
    
    $
    28,603.0Stock Units
    
    
    366.2
    
    
    $
    19,955.4Restricted Stock
    
    
    121.2
    
    
    $
    6,379.9For the year ended March 31, 2008
    
    Stock Options
    
    
    646.6
    
    
    $
    10,116.9Stock Units
    
    
    283.3
    
    
    $
    11,901.2Restricted Stock
    
    
    160.1
    
    
    $
    5,035.0
   76




---



##### 



Statements of Consolidated Cash Flows  Supplemental Disclosures
   For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Cash Paid for Interest (1)
    
    $
    280,649
    
    
    $
    469,133
    
    
    $
    656,525Net Cash Paid for Taxes
    
    $
    164,037
    
    
    $
    325,224
    
    
    $
    772,153
 (1)
    
    Amounts include capitalized interest.   Recent Accounting Pronouncements
    77




---



##### 



Reclassifications
  (B) MORTGAGE LOANS
  As of March 31,2008
    
    
    2007Mortgage Loans Held for Sale, net of Allowance of $4,092 and $2,365
    
    $
    384,293
    
    
    $
    1,311,196Other Mortgage Loans, net of Allowance of $151,604 and $12,513
    
    
    131,587
    
    
    
    399,152Mortgage Loans Receivable, net
    
    $
    515,880
    
    
    $
    1,710,348
  (C) INVENTORIES
 Housing Projects and Land Held for Development and Sale
  As of March 31,2008
    
    
    2007Direct Construction
    
    $
    1,746,016
    
    
    $
    3,041,290Land Under Development
    
    
    2,882,844
    
    
    
    5,433,593Housing Projects
    
    $
    4,628,860
    
    
    $
    8,474,883
  78




---



##### 



Land Held Under Option Agreements Not Owned and Other Land Deposits
     As of March 31,2008
    
    
    2007Cash Deposits included in:Land Held for Development and Sale
    
    $
    20,711
    
    
    $
    89,737Land Held Under Option Agreements Not Owned
    
    
    33,230
    
    
    
    38,642Total Cash Deposits in Inventory
    
    
    53,941
    
    
    
    128,379Letters of Credit
    
    
    943
    
    
    
    12,854Total Invested through Deposits orSecured with Letters of Credit
    
    $
    54,884
    
    
    $
    141,233Total Purchase Price of Land Option Agreements
    
    $
    1,131,976
    
    
    $
    3,324,636
   79




---



##### 



(D) PROPERTY AND EQUIPMENT
  March 31,2008
    
    
    2007Land, Buildings and Improvements
    
    $
    70,554
    
    
    $
    78,979Machinery, Equipment and Other
    
    
    210,691
    
    
    
    254,391281,245
    
    
    
    333,370Accumulated Depreciation and Amortization
    
    
    (203,314
    )
    
    
    (198,629
    )$
    77,931
    
    
    $
    134,741
  (E) GOODWILL
  As of
    
    
    Goodwill
    
    
    Goodwill
    
    
    As ofMarch 31, 2006
    
    
    Disposed
    
    
    Impairments
    
    
    March 31, 2007Home BuildingEast
    
    $
    27,945
    
    
    $
    
    
    
    $
    
    
    
    $
    27,945Southeast
    
    
    29,160
    
    
    
    
    
    
    
    
    
    
    
    29,160Central
    
    
    7,654
    
    
    
    
    
    
    
    
    
    
    
    7,654Texas
    
    
    9,720
    
    
    
    
    
    
    
    
    
    
    
    9,720Northwest
    
    
    22,721
    
    
    
    
    
    
    
    
    
    
    
    22,721Southwest
    
    
    24,301
    
    
    
    
    
    
    
    
    
    
    
    24,301Other homebuilding
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Home Building
    
    
    121,501
    
    
    
    
    
    
    
    
    
    
    
    121,501Financial Services
    
    
    11,737
    
    
    
    (2,785
    )
    
    
    
    
    
    
    8,952Total
    
    $
    133,238
    
    
    $
    (2,785
    )
    
    $
    
    
    
    $
    130,453
 As of
    
    
    Goodwill
    
    
    Goodwill
    
    
    As ofMarch 31, 2007
    
    
    Disposed
    
    
    Impairments
    
    
    March 31, 2008Home BuildingEast
    
    $
    27,945
    
    
    $
    
    
    
    $
    (559
    )
    
    $
    27,386Southeast
    
    
    29,160
    
    
    
    
    
    
    
    (24,202
    )
    
    
    4,958Central
    
    
    7,654
    
    
    
    (595
    )
    
    
    (5,359
    )
    
    
    1,700Texas
    
    
    9,720
    
    
    
    
    
    
    
    (3,499
    )
    
    
    6,221Northwest
    
    
    22,721
    
    
    
    
    
    
    
    (20,316
    )
    
    
    2,405Southwest
    
    
    24,301
    
    
    
    
    
    
    
    (24,301
    )
    
    
    Other homebuilding
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Home Building
    
    
    121,501
    
    
    
    (595
    )
    
    
    (78,236
    )
    
    
    42,670Financial Services
    
    
    8,952
    
    
    
    
    
    
    
    
    
    
    
    8,952Total
    
    $
    130,453
    
    
    $
    (595
    )
    
    $
    (78,236
    )
    
    $
    51,622
 80




---



##### 



(F) INDEBTEDNESS
  March 31,2008
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageInterest
    
    
    
    
    
    
    InterestRate
    
    
    
    
    
    RateShort-term Debt:Centex
    
    $
    4,050
    
    
    
    5.25
    %
    
    $
    1,807
    
    
    
    Financial ServicesFinancial Institutions
    
    
    337,053
    
    
    
    3.63
    %
    
    
    428,144
    
    
    
    5.56
    %Harwood Street Funding I, LLC Secured
Liquidity Notes
    
    
    
    
    
    
    
    
    
    
    1,174,896
    
    
    
    5.38
    %Consolidated Short-term Debt
    
    
    341,103
    
    
    
    
    
    
    
    1,604,847Long-term Debt:CentexMedium-term Note Program
    
    
    
    
    
    
    
    
    
    
    170,000
    
    
    
    5.61
    %Senior Notes, due through 2017
    
    
    3,319,190
    
    
    
    6.00
    %
    
    
    3,708,976
    
    
    
    5.89
    %Other Indebtedness, due through 2018
    
    
    1,927
    
    
    
    8.98
    %
    
    
    21,334
    
    
    
    6.65
    %3,321,117
    
    
    
    
    
    
    
    3,900,310Financial ServicesHarwood Street Funding I, LLC Variable-Rate
Subordinated Extendable Certificates
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    7.32
    %Consolidated Long-term Debt
    
    
    3,321,117
    
    
    
    
    
    
    
    3,960,310Total Debt
    
    $
    3,662,220
    
    
    
    
    
    
    $
    5,565,157
  81




---



##### 



For the Years Ended March 31,2008
    
    2007
    
    2006Short-term DebtCentex
    
    
    2.89
    %
    
    
    5.35
    %
    
    
    4.23
    %Financial Services
    
    
    5.97
    %
    
    
    5.59
    %
    
    
    4.04
    %Long-term Debt:CentexMedium-term Note Programs
    
    
    5.68
    %
    
    
    6.00
    %
    
    
    5.54
    % (1)Senior Notes
    
    
    5.90
    %
    
    
    5.89
    %
    
    
    5.90
    %Other Indebtedness
    
    
    7.15
    %
    
    
    6.43
    %
    
    
    5.60
    %Subordinated Debentures
    
    
    
    
    
    
    8.75
    %
    
    
    8.56
    %Financial ServicesHarwood Street Funding I,
LLC Variable-Rate
Subordinated
Extendable Certificates
    
    
    7.42
    %
    
    
    7.34
    %
    
    
    5.85
    %
 (1)
    
    Interest rate includes the effects of an interest rate swap agreement.
  For the Fiscal YearsEnding March 31,2009
    
    $
    151,0912010
    
    
    225,1012011
    
    
    700,1042012
    
    
    349,3212013
    
    
    315,135Thereafter
    
    
    1,580,365$
    3,321,117
  82




---



##### 



Credit Facilities
  Existing Credit
    
    
    AvailableFacilities
    
    
    CapacityCentexMulti-Bank Revolving Credit FacilityRevolving Credit
    
    $
    750,000
    
    
    $
    141,897Letters of Credit
    
    
    600,000
    
    
    
    193,7531,350,000
    
    
    
    335,650
    (1)Financial ServicesSecured Credit Facilities
    
    
    605,000
    
    
    
    267,947
    (2)$
    1,955,000
    
    
    $
    603,597
 (1)
    
    This is an unsecured, committed, multi-bank revolving credit facility, maturing in July
2010, which serves as funding for general corporate purposes and provides $600 million of
letter of credit capacity. As of March 31, 2008, there were no borrowings under the revolving
credit facility. The revolving credit facilitys available capacity is subject to a borrowing
base limitation when the Companys senior unsecured debt does not have an investment grade
rating from at least two of the following: Moodys, S&P and Fitch. Under the borrowing base
limitation, the sum of the Companys net senior debt and any amounts drawn on the revolving
credit facility may not exceed an amount based on certain percentages of various categories of
the Companys unencumbered inventory and other assets. Available capacity amounts above
reflect the borrowing base limitation. Financial letters of credit reduce the available
capacity under the revolving credit facility and letters of credit. Financial letters of
credit are generally issued as a form of financial or payment guarantee.(2)
    
    At March 31, 2008, CTX Mortgage Company, LLC maintained $605 million of secured, committed
mortgage warehouse facilities. Subsequent to March 31, 2008, existing credit facilities were
reduced $75.0 million to $530.0 million with a corresponding decrease in available capacity.
See Note (P), Subsequent Events, for additional information.
 Funding of Mortgage Loans
    83




---



##### 



(G) COMMITMENTS AND CONTINGENCIES
 Joint Ventures
   As of March 31,2008
    
    
    2007Centexs
    
    
    
    
    
    
    
    
    
    
    CentexsNumber of
    
    
    
    
    
    
    Share
    
    
    Number of
    
    
    
    
    
    
    ShareJVs(1)
    
    
    Investments
    
    
    of Debt
    
    
    JVs (1)
    
    
    Investments
    
    
    of DebtUnleveraged Joint Ventures
    
    
    29
    
    
    $
    70,043
    
    
    $
    
    
    
    
    28
    
    
    $
    33,369
    
    
    $
    Joint Ventures with Debt:
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    21Limited Maintenance
Guarantee (2) (3) (4)
    
    
    
    
    
    
    43,311
    
    
    
    27,500
    
    
    
    
    
    
    
    108,057
    
    
    
    162,425Repayment Guarantee (2)
(5)
    
    
    
    
    
    
    3,154
    
    
    
    13,692
    
    
    
    
    
    
    
    2,247
    
    
    
    16,045Completion Guarantee (4)
    
    
    
    
    
    
    78,274
    
    
    
    133,935
    
    
    
    
    
    
    
    126,469
    
    
    
    209,927No Recourse or Guarantee
    
    
    
    
    
    
    12,040
    
    
    
    24,000
    
    
    
    
    
    
    
    11,502
    
    
    
    24,00042
    
    
    $
    206,822
    
    
    $
    199,127
    
    
    
    49
    
    
    $
    281,644
    
    
    $
    412,397
 (1)
    
    The number of joint ventures includes unconsolidated Home Building joint ventures for
which the Company has an investment balance as of the end of the period and/or current fiscal
year activity. The Company was the managing member of 23 and 28 of the joint ventures as of
March 31, 2008 and 2007, respectively. The number of joint ventures includes 17 and
 84




---



##### 



14 joint ventures as of March 31, 2008 and 2007, respectively, for which substantially all the
joint ventures activities are complete.(2)
    
    These amounts represent the Companys maximum exposure related to the joint ventures
debt at each respective date.(3)
    
    The Company has guaranteed that certain of the joint ventures will maintain a specified
loan to value ratio. For certain joint ventures, the Company has contributed additional
capital in order to maintain loan to value requirements. At March 31, 2008, the Company had
one remaining joint venture with a limited maintenance guarantee. In April 2008, this joint
venture repaid its outstanding debt.(4)
    
    Certain joint venture agreements require the Company to guarantee the completion of a
project or phase if the joint venture does not perform the required land development. A
portion of these completion guarantees are joint and several with the Companys partners.(5)
    
    The Company has guaranteed repayment of a portion of certain joint venture debt limited
to its ownership percentage of the joint venture or a percentage thereof.
    For the Fiscal Years EndingMarch 31,2009
    
    $
    168,9412010
    
    
    2,2682011
    
    
    3,9182012
    
    
    24,000$
    199,127
 Letters of Credit and Surety Bonds
  85




---



##### 



As of March 31, 2008
    
    
    As of March 31, 2007Letters of Credit
    
    
    Surety Bonds
    
    
    Letters of Credit
    
    
    Surety BondsHome Building
    
    $
    168.6
    
    
    $
    1,527.9

(1)
    
    $
    209.1
    
    
    $
    1,542.3Financial Services
    
    
    35.7
    
    
    
    12.3
    
    
    
    0.7
    
    
    
    10.7Other
    
    
    167.0
    
    
    
    0.2
    
    
    
    85.9
    
    
    
    0.2Discontinued Operations (2)
    
    
    35.3
    
    
    
    3,093.9
    
    
    
    46.6
    
    
    
    4,163.3$
    406.6
    
    
    $
    4,634.3
    
    
    $
    342.3
    
    
    $
    5,716.5
 (1)
    
    The Company estimates that $580.0 million of work remains to be performed on these
projects as of March 31, 2008.(2)
    
    After the sale of Construction Services, the Company remains responsible to a surety for
certain surety bond obligations relating to Construction Services projects commenced prior to
March 30, 2007. These surety bonds have a total face amount of $3.09 billion at March 31,
2008, although the risk of liability with respect to these surety bonds declines as the
relevant construction projects are performed. At March 31, 2008, the Company estimates that
$584.6 million of work remains to be performed on these projects. In connection with certain
of these surety bond obligations, the Company provided a $100 million letter of credit to such
surety which is included in Other above. The purchaser of Construction Services has agreed to
indemnify the Company against losses relating to such surety bond obligations, including
amounts drawn under any such letter of credit. The Company has purchased for its benefit an
additional back-up indemnity provided by a financial institution with an A+ (S&P), A1
(Moodys) credit rating. The obligation of such financial institution under the back-up
indemnity is $856.8 million as of March 31, 2008, which declines to $400 million over time and
terminates in 2016.
 Community Development and Other Special District Obligations
  Warranties and Guarantees
   86




---



##### 



For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Balance at Beginning of Period
    
    $
    44,293
    
    
    $
    47,199
    
    
    $
    34,961Warranties Issued
    
    
    27,858
    
    
    
    42,422
    
    
    
    53,036Settlements Made
    
    
    (40,915
    )
    
    
    (45,228
    )
    
    
    (40,173
    )Change in Liability of
Pre-Existing Warranties,Including Expirations
    
    
    (2,081
    )
    
    
    (100
    )
    
    
    (625
    )Balance at End of Period
    
    $
    29,155
    
    
    $
    44,293
    
    
    $
    47,199
  For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Balance at Beginning of Period
    
    $
    16,863
    
    
    $
    18,500
    
    
    $
    18,803Provisions for Losses
    
    
    1,676
    
    
    
    2,160
    
    
    
    2,522Settlements
    
    
    (9,251
    )
    
    
    (1,178
    )
    
    
    (2,921
    )Changes in Pre-Existing Reserves
    
    
    4,615
    
    
    
    (2,619
    )
    
    
    96Balance at End of Period
    
    $
    13,903
    
    
    $
    16,863
    
    
    $
    18,500
 Forward Trade and Interest Rate Lock Commitments
    Litigation and Related Matters
   87




---



##### 



Operating Leases
   (H) COMPREHENSIVE INCOME
  For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Net Earnings (Loss)
    
    $
    (2,657,482
    )
    
    $
    268,366
    
    
    $
    1,289,313Other Comprehensive Income (Loss), net of Tax:Unrealized Gain on Hedging Instruments
    
    
    
    
    
    
    7,036
    
    
    
    263Foreign Currency Translation Adjustments
    
    
    
    
    
    
    72
    
    
    
    (14,406
    )Hedging Gain Reclassified to Net Earnings
    
    
    
    
    
    
    (15,738
    )
    
    
    Foreign Currency Gain Reclassified to Net
Earnings
    
    
    
    
    
    
    
    
    
    
    (48,354
    )Comprehensive Income (Loss)
    
    $
    (2,657,482
    )
    
    $
    259,736
    
    
    $
    1,226,816
  (I) BUSINESS SEGMENTS
  88




---



##### 



East:
 Southeast:
 Central:
 Texas:
 Northwest:
 Southwest:
 Other homebuilding (1)
 (1)
    
    Other homebuilding includes certain resort/second home projects in Florida that the
Company plans to build-out and liquidate, and holding companies. In addition, Other
homebuilding includes amounts consolidated under the caption land held under option
agreements not owned and capitalized interest for all regions.
   Home Building
  Financial Services
   89




---



##### 



Other
   For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Corporate General and Administrative Expense
    
    $
    (154,308
    )
    
    $
    (185,585
    )
    
    $
    (279,172
    )Interest Expense
    
    
    (8,642
    )
    
    
    
    
    
    
    (11,103
    )Other
    
    
    29,063
    
    
    
    2,488
    
    
    
    1,719$
    (133,887
    )
    
    $
    (183,097
    )
    
    $
    (288,556
    )
 For the Year Ended March 31, 2008(Dollars in thousands)EarningsEarnings
    
    
    (Loss) from(Loss)
    
    
    Continuingfrom
    
    
    OperationsUnconsolidated
    
    
    Before
    
    
    Goodwill
    
    
    Land-related
    
    
    Land-relatedRevenues
    
    
    Entities
    
    
    Income Tax
    
    
    Impairments
    
    
    Impairments
    
    
    Write-offsHome BuildingEast
    
    $
    1,673,236
    
    
    $
    (15,266
    )
    
    $
    (81,440
    )
    
    $
    559
    
    
    $
    62,904
    
    
    $
    45,673Southeast
    
    
    940,121
    
    
    
    (35,916
    )
    
    
    (422,428
    )
    
    
    24,202
    
    
    
    260,834
    
    
    
    16,798Central
    
    
    764,309
    
    
    
    424
    
    
    
    (136,144
    )
    
    
    5,359
    
    
    
    74,485
    
    
    
    13,782Texas
    
    
    977,063
    
    
    
    39
    
    
    
    32,256
    
    
    
    3,499
    
    
    
    1,230
    
    
    
    2,141Northwest
    
    
    1,672,957
    
    
    
    (38,087
    )
    
    
    (595,784
    )
    
    
    20,316
    
    
    
    478,118
    
    
    
    22,701Southwest
    
    
    1,695,140
    
    
    
    (40,096
    )
    
    
    (1,163,622
    )
    
    
    24,301
    
    
    
    742,824
    
    
    
    19,199Other
homebuilding
    
    
    242,788
    
    
    
    
    
    
    
    (235,956
    )
    
    
    
    
    
    
    172,034
    
    
    
    131Total Home Building
    
    
    7,965,614
    
    
    
    (128,902
    )
    
    
    (2,603,118
    )
    
    
    78,236
    
    
    
    1,792,429
    
    
    
    120,425Financial Services
    
    
    309,948
    
    
    
    
    
    
    
    (138,153
    )
    
    
    
    
    
    
    
    
    
    
    Corporate & Other
    
    
    
    
    
    
    
    
    
    
    (133,887
    )
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    8,275,562
    
    
    $
    (128,902
    )
    
    $
    (2,875,158
    )
    
    $
    78,236
    
    
    $
    1,792,429
    
    
    $
    120,425
 For the Year Ended March 31, 2007(Dollars in thousands)EarningsEarnings
    
    
    (Loss) from(Loss)
    
    
    Continuingfrom
    
    
    OperationsUnconsolidated
    
    
    Before
    
    
    Goodwill
    
    
    Land-related
    
    
    Land-relatedRevenues
    
    
    Entities
    
    
    Income Tax
    
    
    Impairments
    
    
    Impairments
    
    
    Write-offsHome BuildingEast
    
    $
    2,255,702
    
    
    $
    (1,820
    )
    
    $
    151,821
    
    
    $
    
    
    
    $
    63,023
    
    
    $
    58,886Southeast
    
    
    1,686,003
    
    
    
    (187
    )
    
    
    108,902
    
    
    
    
    
    
    
    51,321
    
    
    
    30,286Central
    
    
    1,048,883
    
    
    
    1,523
    
    
    
    (54,231
    )
    
    
    
    
    
    
    30,440
    
    
    
    39,105Texas
    
    
    1,154,702
    
    
    
    
    
    
    
    93,209
    
    
    
    
    
    
    
    3,502
    
    
    
    522Northwest
    
    
    2,121,669
    
    
    
    (25,990
    )
    
    
    112,824
    
    
    
    
    
    
    
    61,119
    
    
    
    66,845Southwest
    
    
    2,730,392
    
    
    
    (47,308
    )
    
    
    (179,995
    )
    
    
    
    
    
    
    104,296
    
    
    
    162,165Other
homebuilding
    
    
    417,476
    
    
    
    
    
    
    
    (27,177
    )
    
    
    
    
    
    
    10,212
    
    
    
    2,190Total Home Building
    
    
    11,414,827
    
    
    
    (73,782
    )
    
    
    205,353
    
    
    
    
    
    
    
    323,913
    
    
    
    359,999Financial Services
    
    
    468,001
    
    
    
    
    
    
    
    84,530
    
    
    
    
    
    
    
    6,919
    (1)
    
    
    Corporate & Other
    
    
    4,773
    
    
    
    
    
    
    
    (183,097
    )
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    11,887,601
    
    
    $
    (73,782
    )
    
    $
    106,786
    
    
    $
    
    
    
    $
    330,832
    
    
    $
    359,999
 (1)
    
    Financial Services impairment was recorded on its construction loans.
 90




---



##### 



For the Year Ended March 31, 2006(Dollars in thousands)EarningsEarnings
    
    
    (Loss) from(Loss)
    
    
    Continuingfrom
    
    
    OperationsUnconsolidated
    
    
    Before
    
    
    Goodwill
    
    
    Land-related
    
    
    Land-relatedRevenues
    
    
    Entities
    
    
    Income Tax
    
    
    Impairments
    
    
    Impairments
    
    
    Write-offsHome BuildingEast
    
    $
    2,444,433
    
    
    $
    5,891
    
    
    $
    449,587
    
    
    $
    
    
    
    $
    
    
    
    $
    7,217Southeast
    
    
    1,983,837
    
    
    
    (887
    )
    
    
    373,908
    
    
    
    
    
    
    
    
    
    
    
    3,544Central
    
    
    1,310,039
    
    
    
    74
    
    
    
    87,477
    
    
    
    
    
    
    
    
    
    
    
    5,190Texas
    
    
    1,063,379
    
    
    
    
    
    
    
    85,284
    
    
    
    
    
    
    
    
    
    
    
    506Northwest
    
    
    2,143,852
    
    
    
    61,102
    
    
    
    496,764
    
    
    
    
    
    
    
    
    
    
    
    8,175Southwest
    
    
    2,841,081
    
    
    
    11,644
    
    
    
    521,324
    
    
    
    
    
    
    
    
    
    
    
    9,627Other
homebuilding
    
    
    485,582
    
    
    
    
    
    
    
    70,485
    
    
    
    
    
    
    
    
    
    
    
    896Total Home Building
    
    
    12,272,203
    
    
    
    77,824
    
    
    
    2,084,829
    
    
    
    
    
    
    
    
    
    
    
    35,155Financial Services
    
    
    462,223
    
    
    
    
    
    
    
    84,465
    
    
    
    
    
    
    
    
    
    
    
    Corporate & Other
    
    
    8,240
    
    
    
    
    
    
    
    (288,556
    )
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    12,742,666
    
    
    $
    77,824
    
    
    $
    1,880,738
    
    
    $
    
    
    
    $
    
    
    
    $
    35,155
 For the Years Ended March 31,(Dollars in thousands)2008
    
    
    2007Inventory
    
    
    Total Assets
    
    
    Inventory
    
    
    Total AssetsHome BuildingEast
    
    $
    1,152,818
    
    
    $
    1,331,720
    
    
    $
    1,477,904
    
    
    $
    1,663,815Southeast
    
    
    1,263,337
    
    
    
    1,360,690
    
    
    
    1,703,614
    
    
    
    1,821,660Central
    
    
    343,989
    
    
    
    369,450
    
    
    
    606,508
    
    
    
    652,799Texas
    
    
    517,865
    
    
    
    530,038
    
    
    
    605,200
    
    
    
    630,396Northwest
    
    
    893,443
    
    
    
    966,004
    
    
    
    1,725,847
    
    
    
    1,829,961Southwest
    
    
    851,326
    
    
    
    923,537
    
    
    
    2,112,369
    
    
    
    2,304,415Other homebuilding
    
    
    328,803
    
    
    
    1,128,285
    
    
    
    704,868
    
    
    
    1,212,444Total Home Building
    
    
    5,351,581
    
    
    
    6,609,724
    
    
    
    8,936,310
    
    
    
    10,115,490Financial Services
    
    
    10,850
    
    
    
    717,060
    
    
    
    8,747
    
    
    
    1,915,082Corporate & Other
    
    
    
    
    
    
    713,559
    
    
    
    3,358
    
    
    
    1,070,195Discontinued Operations
    
    
    
    
    
    
    96,989
    
    
    
    
    
    
    
    99,166Total
    
    $
    5,362,431
    
    
    $
    8,137,332
    
    
    $
    8,948,415
    
    
    $
    13,199,933
 (J) INCOME TAXES
  For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Current ProvisionFederal
    
    $
    (617,921
    )
    
    $
    318,703
    
    
    $
    614,635State
    
    
    (5,065
    )
    
    
    46,122
    
    
    
    97,243(622,986
    )
    
    
    364,825
    
    
    
    711,878Deferred Provision (Benefit)Federal
    
    
    356,065
    
    
    
    (216,525
    )
    
    
    (31,167
    )State
    
    
    52,731
    
    
    
    (32,037
    )
    
    
    (12,638
    )408,796
    
    
    
    (248,562
    )
    
    
    (43,805
    )Provision (Benefit) for Income Taxes
    
    $
    (214,190
    )
    
    $
    116,263
    
    
    $
    668,073
 91




---



##### 



For the Years Ended March 31,2008
    
    
    2007
    
    
    2006Earnings (Loss) from Continuing Operations
Before Income Taxes
    
    $
    (2,875,158
    )
    
    $
    106,786
    
    
    $
    1,880,738Income Taxes at Statutory Rate
    
    $
    (1,006,305
    )
    
    $
    37,375
    
    
    $
    658,258Increases (Decreases) in Tax Resulting from State Income Taxes, net
    
    
    (93,364
    )
    
    
    9,156
    
    
    
    54,197U.S. Government Tax Refund
    
    
    
    
    
    
    
    
    
    
    (28,101
    )Change in Valuation Allowance
    
    
    828,950
    
    
    
    
    
    
    
    Change in Reserve for Tax Contingencies
    
    
    
    
    
    
    65,480
    
    
    
    (5,860
    )FIN 48
    
    
    41,088
    
    
    
    
    
    
    
    Other
    
    
    15,441
    
    
    
    4,252
    
    
    
    (10,421
    )Provision (Benefit) for Income Taxes
    
    $
    (214,190
    )
    
    $
    116,263
    
    
    $
    668,073Effective Tax Rate
    
    
    7
    %
    
    
    109
    %
    
    
    36
    %
  As of March 31,2008
    
    
    2007Deferred Tax AssetsDeferred Compensation
    
    $
    51,315
    
    
    $
    71,326Land Impairments and Option Write-offs
    
    
    454,877
    
    
    
    176,087Uniform Capitalization for Tax Reporting
    
    
    47,065
    
    
    
    58,452Accrued Liabilities
    
    
    334,597
    
    
    
    172,439Partnership Reporting Differences
    
    
    2,560
    
    
    
    31,442Tax Credit and State Net Operating Loss Carryforwards
    
    
    109,080
    
    
    
    Depreciation and Amortization
    
    
    11,335
    
    
    
    All Other
    
    
    10,895
    
    
    
    4,7521,021,724
    
    
    
    514,498Valuation Allowance
    
    
    (830,000
    )
    
    
    Total Deferred Tax Assets, net of Valuation Allowance
    
    
    191,724
    
    
    
    514,498Deferred Tax LiabilitiesDepreciation and Amortization
    
    
    
    
    
    
    12,823All Other
    
    
    478
    
    
    
    972Total Deferred Tax Liabilities
    
    
    478
    
    
    
    13,795Deferred Income Taxes, net
    
    $
    191,246
    
    
    $
    500,703
   92




---



##### 



Gross Unrecognized Tax Benefits as of April 1, 2007
    
    $
    341,388Tax positions taken relating to a prior year
    
    
    (2,134
    )Tax positions taken relating to the current year
    
    
    14,352Settlements of tax positions with taxing authorities
    
    
    (459
    )Balance as of March 31, 2008
    
    $
    353,147
    93




---



##### 



(K) CAPITAL STOCK AND EMPLOYEE BENEFIT PLANS
 Stock Options
    For the Year Ended March 31, 2008Weighted-Weighted-
    
    
    AverageAverage
    
    
    RemainingExercise
    
    
    Contractual
    
    
    AggregateNumber of Shares
    
    
    Price
    
    
    Life (Years)
    
    

Intrinsic Value (1)Options Outstanding, Beginning of Year
    
    
    10,773,784
    
    
    $
    31.45Options Granted at Fair Market Value
    
    
    646,618
    
    
    $
    44.79Options Exercised
    
    
    (3,412,574
    )
    
    $
    18.61Options Cancelled
    
    
    (1,222,747
    )
    
    $
    48.74Options Outstanding, End of Year
    
    
    6,785,081
    
    
    $
    36.13
    
    
    
    2.98
    
    
    $
    17,459,776Options Exercisable, End of Year
    
    
    5,974,909
    
    
    $
    34.37
    
    
    
    2.61
    
    
    $
    17,459,776Shares Available for Future Stock Option
Grants, End of Year
    
    
    3,135,476Weighted-Average Fair Value of Options
Granted During the Year
    
    $
    15.76
 (1)
    
    Aggregate intrinsic value excludes options where the exercise price exceeds fair value
at March 31, 2008.
 94




---



##### 



For the Years Ended March 31,2007
    
    
    2006Weighted-
    
    
    
    
    
    
    Weighted-Number
    
    
    Average
    
    
    Number
    
    
    Averageof
    
    
    Exercise
    
    
    of
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceOptions Outstanding, Beginning of Year
    
    
    12,361,056
    
    
    $
    28.49
    
    
    
    14,042,776
    
    
    $
    23.22Options Granted at Fair Market Value
    
    
    1,470,049
    
    
    $
    40.77
    
    
    
    1,716,209
    
    
    $
    57.36Options Exercised
    
    
    (2,507,870
    )
    
    $
    25.03
    
    
    
    (3,290,472
    )
    
    $
    20.59Options Cancelled
    
    
    (549,451
    )
    
    $
    54.65
    
    
    
    (107,457
    )
    
    $
    42.04Options Outstanding, End of Year
    
    
    10,773,784
    
    
    $
    31.45
    
    
    
    12,361,056
    
    
    $
    28.49Options Exercisable, End of Year
    
    
    9,475,817
    
    
    $
    28.25
    
    
    
    10,620,005
    
    
    $
    24.57Shares Available for Future Stock OptionGrants, End of Year
    
    
    2,912,055
    
    
    
    
    
    
    
    4,035,310Weighted-Average Fair Value of OptionsGranted During the Year
    
    $
    20.14
    
    
    
    
    
    
    $
    22.90
   For the Years Ended March 31,2008
    
    
    2007
    
    
    2006All Others
    
    
    Directors
    
    
    All Others
    
    
    DirectorsExpected Volatility
    
    
    33.9
    %
    
    
    35.1
    %
    
    
    36.7
    %
    
    
    38.8
    %
    
    
    41.8
    %Risk-Free Interest Rate
    
    
    4.6
    %
    
    
    4.9
    %
    
    
    5.0
    %
    
    
    4.8
    %
    
    
    3.8
    %Dividend Yield
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    0.3
    %
    
    
    0.3
    %Expected Life (Years)
    
    
    4.5
    
    
    
    5.1
    
    
    
    4.5
    
    
    
    5.4
    
    
    
    4.7
 Restricted Stock and Restricted Stock Units
   95




---



##### 



Weighted-AverageGrant-DateUnvested Shares
    
    Shares
    
    
    Fair ValueUnvested at March 31, 2007
    
    
    516,140
    
    
    $
    55.47Granted
    
    
    443,417
    
    
    $
    38.19Vested
    
    
    (362,061
    )
    
    $
    54.92Forfeited
    
    
    (62,255
    )
    
    $
    50.88Unvested at March 31, 2008
    
    
    535,241
    
    
    $
    42.06
   Equity Plan Summary
  (c)Number of securities(a)
    
    
    
    
    
    
    remaining available forNumber of securities
    
    
    (b)
    
    
    future issuance underto be issued upon
    
    
    Weighted-average
    
    
    equity compensationexercise of
    
    
    exercise price of
    
    
    plans [excludingoutstanding options,
    
    
    outstanding options,
    
    
    securities reflected inPlan Category
    
    
    Plan
    
    
    warrants and rights
    
    
    warrants and rights
    
    
    column (a)]Equity Compensation Plans
    
    
    1987
    
    
    
    1,055,222
    
    
    $
    13.13
    
    
    
    Approved by
    
    
    2001
    
    
    
    2,101,728
    
    
    $
    42.60
    
    
    
    157,055Stockholders
    
    
    2003
    
    
    
    1,655,313
    
    
    $
    51.35
    
    
    
    2,978,421
    (2)Equity Compensation Plans
    
    
    1998
    
    
    
    1,972,818
    
    
    $
    28.78
    
    
    
    Not Approved by
    
    
    Long TermStockholders
    
    
    Incentive Plan
    

    
    
    864,424
    
    
    $
    
    
    
    
    70,225Total
    
    
    
    
    
    
    7,649,505
    
    
    $
    36.13
    (1)
    
    
    3,205,701
 (1)
    
    Weighted-average exercise price excludes any items with an exercise price of $0.(2)
    
    Of the amount indicated, a total of 657,771 awards may be granted as stock awards
(typically issued as restricted stock awards or restricted stock units).
 Non-Equity Long-Term Performance Units
  96




---



##### 



Employee Benefit Plans
  (L) DERIVATIVES AND HEDGING
  Fair Value Hedges
  Other Derivatives
     (M) FAIR VALUE OF FINANCIAL INSTRUMENTS
  97




---



##### 



March 31,2008
    
    
    2007Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    ValueFinancial AssetsMortgage Loans, net
    
    $
    515,880
    
    
    $
    516,003
    (1)
    
    $
    1,710,348
    
    
    $
    1,711,401
    (1)Financial LiabilitiesCentex Long-term Debt
    
    $
    3,321,117
    
    
    $
    2,871,378
    (2)
    
    $
    3,900,310
    
    
    $
    3,846,499
    (2)Financial Services Long-term Debt
    
    $
    
    
    
    $
    
    
    
    $
    60,000
    
    
    $
    58,688
    (2)
 (1)
    
    Fair values are based on quoted market prices for similar instruments.(2)
    
    Fair values are based on a present value discounted cash flow with the discount rate
approximating current market for similar instruments.
 (N) OFF-BALANCE SHEET OBLIGATIONS
  (O) DISCONTINUED OPERATIONS
  98




---



##### 



International Home Building
  For the Year endedMarch 31, 2006Sales Proceeds
    
    $
    318,717Assets Sold
    
    
    (632,956
    )Liabilities Assumed by Buyer
    
    
    118,951Long-term Debt Assumed by Buyer
    
    
    153,434Cumulative Foreign Currency Gain
    
    
    48,354Pre-tax Gain on Sale
    
    
    6,500Income Tax Expense
    
    
    (15,660
    )Net Loss on Sale
    
    $
    (9,160
    )
 Home Equity
   For the Year endedMarch 31, 2007Sales and Related Proceeds, net of Related Expenses
    
    $
    518,500Assets Sold
    
    
    (400,706
    )Intercompany Liability Paid by Buyer
    
    
    (11,795
    )Deferred Income
    
    
    (6,100
    )Hedging Gain
    
    
    25,466Pre-tax Gain on Sale
    
    
    125,365Income Tax Expense
    
    
    (50,390
    )Net Gain on Sale
    
    $
    74,975
 Construction Services
  99




---



##### 



For the Years Ended March 31,2008
    
    
    2007Sales and Related Proceeds, net of
Related Expenses
    
    $
    8,341
    
    
    $
    344,752Assets Sold
    
    
    
    
    
    
    Pre-tax Gain on Sale
    
    
    8,341
    
    
    
    344,752Income Tax Expense
    
    
    (3,224
    )
    
    
    (131,695
    )Net Gain on Sale
    
    $
    5,117
    
    
    $
    213,057
 Summarized Financial Information
  As of March 31,2008
    
    
    2007AssetsCash and Cash Equivalents
    
    $
    28
    
    
    $
    220Receivables
    
    
    8,367
    
    
    
    7,704Other Inventories
    
    
    1,922
    
    
    
    2,664Property and Equipment, net
    
    
    989
    
    
    
    1,431Deferred Income Taxes, net
    
    
    (11,858
    )
    
    
    (10,889
    )Goodwill
    
    
    89,648
    
    
    
    88,589Deferred Charges and Other, net
    
    
    7,893
    
    
    
    9,447$
    96,989
    
    
    $
    99,166LiabilitiesAccounts Payable and Accrued Liabilities
    
    $
    32,260
    
    
    $
    22,301Long-term Debt
    
    
    1,741
    
    
    
    2,308$
    34,001
    
    
    $
    24,609
 100




---



##### 



For the Years Ended March 31,2008 (1)
    
    
    2007 (2)
    
    
    2006 (3)Revenues
    
    $
    130,118
    
    
    $
    2,405,147
    
    
    $
    2,715,944Costs and Expenses
    
    
    (131,994
    )
    
    
    (2,427,373
    )
    
    
    (2,568,954
    )Earnings from Unconsolidated Entities and Other
    
    
    
    
    
    
    975
    
    
    
    1,174Earnings (Loss) Before Income Taxes
    
    
    (1,876
    )
    
    
    (21,251
    )
    
    
    148,164Benefit (Provision) for Income Taxes
    
    
    245
    
    
    
    11,062
    
    
    
    (62,356
    )Gain (Loss) on Sale, net of Tax
    
    
    5,117
    
    
    
    288,032
    
    
    
    (9,160
    )$
    3,486
    
    
    $
    277,843
    
    
    $
    76,648
 (1)
    
    Includes Construction Services and home services operations.(2)
    
    Includes Construction Services, Home Equity and home services operations.(3)
    
    Includes Construction Services, Home Equity, International Home Building and
home services operations.
 Significant Accounting Policies Related to Discontinued Operations
 Revenue Recognition  Construction Services
   (P) Subsequent Events (Unaudited)
    101




---



##### 



Report of Independent Registered Public Accounting Firm
 TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CENTEX CORPORATION AND SUBSIDIARIES:
       
 
 
 102




---



##### 



Managements Report on Internal Control Over Financial Reporting
    103




---



##### 



Report of Independent Registered Public Accounting Firm
 TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CENTEX CORPORATION AND SUBSIDIARIES
       
 
 
  104




---



##### 



Quarterly Results (Unaudited) (1)  (Dollars in thousands, except per share data)
 For the Quarters Ended 2008 and 2007Q1
    
    
    Q2
    
    
    Q3
    
    
    Q42008Revenues
    
    $
    1,901,786
    
    
    $
    2,186,184
    
    
    $
    1,873,287
    
    
    $
    2,314,305Gross Profit ( Loss)
    
    $
    (181,738
    )
    
    $
    (1,009,310
    )
    
    $
    (662,949
    )
    
    $
    (932,132
    )Loss from Continuing Operations
    
    $
    (132,081
    )
    
    $
    (644,761
    )
    
    $
    (976,051
    )
    
    $
    (908,075
    )Earnings (Loss) from Discontinued
Operations, net of Taxes
    
    
    4,122
    
    
    
    928
    
    
    
    863
    
    
    
    (2,427
    )Net Loss
    
    $
    (127,959
    )
    
    $
    (643,833
    )
    
    $
    (975,188
    )
    
    $
    (910,502
    )Loss from Continuing Operations
Per ShareBasic
    
    $
    (1.08
    )
    
    $
    (5.27
    )
    
    $
    (7.95
    )
    
    $
    (7.34
    )Diluted
    
    $
    (1.08
    )
    
    $
    (5.27
    )
    
    $
    (7.95
    )
    
    $
    (7.34
    )Net Loss Per ShareBasic
    
    $
    (1.05
    )
    
    $
    (5.26
    )
    
    $
    (7.94
    )
    
    $
    (7.36
    )Diluted
    
    $
    (1.05
    )
    
    $
    (5.26
    )
    
    $
    (7.94
    )
    
    $
    (7.36
    )Average Shares OutstandingBasic
    
    
    121,469,951
    
    
    
    122,301,587
    
    
    
    122,787,414
    
    
    
    123,750,049Diluted
    
    
    121,469,951
    
    
    
    122,301,587
    
    
    
    122,787,414
    
    
    
    123,750,0492007Revenues
    
    $
    2,772,503
    
    
    $
    2,783,322
    
    
    $
    2,694,750
    
    
    $
    3,637,026Gross Profit (Loss)
    
    $
    269,523
    
    
    $
    133,518
    
    
    $
    (252,177
    )
    
    $
    (1,525
    )Earnings (Loss) from Continuing
Operations
    
    $
    173,496
    
    
    $
    81,269
    
    
    $
    (241,588
    )
    
    $
    (22,654
    )Earnings (Loss) from Discontinued
Operations, net of Taxes
    
    
    (13,239
    )
    
    
    56,131
    
    
    
    13,442
    
    
    
    221,509Net Earnings (Loss)
    
    $
    160,257
    
    
    $
    137,400
    
    
    $
    (228,146
    )
    
    $
    198,855Earnings (Loss) from Continuing
OperationsPer ShareBasic
    
    $
    1.42
    
    
    $
    0.68
    
    
    $
    (2.01
    )
    
    $
    (0.19
    )Diluted
    
    $
    1.37
    
    
    $
    0.66
    
    
    $
    (2.01
    )
    
    $
    (0.19
    )Net Earnings (Loss) Per ShareBasic
    
    $
    1.31
    
    
    $
    1.15
    
    
    $
    (1.90
    )
    
    $
    1.65Diluted
    
    $
    1.27
    
    
    $
    1.11
    
    
    $
    (1.90
    )
    
    $
    1.65Average Shares OutstandingBasic
    
    
    121,969,085
    
    
    
    119,634,303
    
    
    
    119,935,522
    
    
    
    120,627,559Diluted
    
    
    126,233,469
    
    
    
    123,504,535
    
    
    
    119,935,522
    
    
    
    120,627,559
 (1)
    
    The quarterly results presented in this table for the periods covered by the financial
statements included in this Report and all prior periods have been adjusted to reflect home
services operations (sold in April, 2008), Construction Services (sold in March 2007) and Home
Equity (sold in July 2006) as discontinued operations.
 105




---



##### 



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
   
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    ITEM 11. EXECUTIVE COMPENSATION
  106




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##### 



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  1.
    
    Financial StatementsThe consolidated balance sheets of Centex Corporation and subsidiaries as of March
31, 2008 and 2007, and the related consolidated statements of earnings,
stockholders equity and cash flows for each of the three years in the period ended
March 31, 2008, together with the accompanying Notes to Consolidated Financial
Statements and the Reports of Independent Registered Public Accounting Firm of this
Report.2.
    
    SchedulesSchedules are omitted because they are not applicable or not required or the
information required to be set forth therein is included in the consolidated
financial statements referenced above in section (1) of this Item 15.3.
    
    ExhibitsThe information on exhibits required by this Item 15 is set forth in the Index to
Exhibits of this Report.
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##### 



INDEX TO EXHIBITS
 Exhibit
    
    
    
    Filed Herewith orNumber
    
    Exhibit
    
    Incorporated by Reference3.1
    
    Restated Articles of Incorporation of
Centex Corporation (Centex), as amended
    
    Exhibit 3.1 to Centexs
Annual Report on Form
10-K for the fiscal year
ended March 31, 20043.1a
    
    Certificate of Correction to Restated
Articles of Incorporation of Centex dated
November 13, 2007
    
    Exhibit 3.2 to Centexs
Quarterly Report on Form
10-Q for the quarter
ended December 31, 20073.2
    
    Amended and Restated By-Laws of Centex
dated October 10, 2007
    
    Exhibit 3.1 to Centexs
Current Report on Form
8-K dated October 16,
20074.1
    
    Specimen Centex common stock certificate
    
    Exhibit 4.1 to Centexs
Quarterly Report on Form
10-Q for the quarter
ended September 30, 20064.5
    
    Indenture, dated October 1, 1998, between
Centex and U.S. Bank National Association
(as successor to JPMorgan Chase Bank, N.A.)
    
    Exhibit 4.1 to Centexs
Current Report on Form
8-K dated October 21,
19984.6
    
    Indenture, dated March 12, 1987, between
Centex and JPMorgan Chase Bank, N.A.
(formerly Texas Commerce Bank National
Association)
    
    Exhibit 4.5 to Amendment
No. 1 to Centexs
Registration Statement
on Form S-3 (File No.
333-72893), filed onMay
14, 19994.7
    
    Any instrument with respect to long-term
debt, where the securities authorized
thereunder do not exceed 10% of the total
assets of Centex and its subsidiaries, has
not been filed; these instruments relate to
(a) long-term senior and subordinated debt
of Centex issued pursuant to supplements to
the indentures filed as exhibits 4.5 and
4.6, which supplements have also been filed
with the SEC as exhibits to various Centex
registration statements or to reports
incorporated by reference in such
registration statements, (b) long-term debt
issued pursuant to indentures or other
agreements in connection with certain asset
securitizations involving certain
subsidiaries of Centex in private
transactions and (c) other long-term debt
of Centex; Centex agrees to furnish a copy
of such instruments to the Securities and
Exchange Commission upon request10.1
    
    Centex Corporation Amended and Restated
1987 Stock Option Plan*
    
    Exhibit 10.5 to Centexs
Current Report on Form
8-K dated February 19,
200810.2
    
    Amended and Restated 1998 Centex
Corporation Employee Non-Qualified Stock
Option Plan (1998 Stock Option Plan)*
    
    Exhibit 10.4 to Centexs
Current Report on Form
8-K dated February 19,
200810.2a
    
    Form of stock option agreement for 1998
Stock Option Plan*
    
    Exhibit 10.2a to
Centexs Annual Report
on Form 10-K for the
fiscal year ended March
31, 200510.3
    
    Amended and Restated Centex Corporation
2001 Stock Plan (2001 Stock Plan)*
    
    Exhibit 10.3 to Centexs
Current Report on Form
8-K dated February 19,
200810.3a
    
    Form of stock option agreement for 2001
Stock Plan*
    
    Exhibit 10.5 to Centexs
Current Report on Form
8-K dated May 13, 2008
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##### 



Exhibit
    
    
    
    Filed Herewith orNumber
    
    Exhibit
    
    Incorporated by Reference10.3b
    
    Form of restricted stock agreement for 2001
Stock Plan*
    
    Exhibit 10.3b to
Centexs Annual Report
on Form 10-K for the
fiscal year ended March
31, 200410.4
    
    Centex Corporation Long Term Incentive Plan
(LTIP)*
    
    Exhibit 10.6 to Centexs
Current Report on Form
8-K dated February 19,
200810.4a
    
    Form of award agreement for LTIP*
    
    Filed herewith10.5
    
    Centex Corporation 2003 Annual Incentive
Compensation Plan* +
    
    Exhibit 10.1 to Centexs
Current Report on Form
8-K dated February 19,
200810.5a
    
    Form of award agreement for incentive
compensation (fiscal 2009)*
    
    Exhibit 10.8 to Centexs
Current Report on Form
8-K dated May 13, 200810.6
    
    Centex Corporation 2003 Equity Incentive
Plan (2003 Equity Incentive Plan)* +
    
    Filed herewith10.6a
    
    Form of stock option agreement for 2003
Equity Incentive Plan*
    
    Exhibit 10.6 to Centexs
Current Report on Form
8-K dated May 13, 200810.6b
    
    Form of stock unit agreement for 2003
Equity Incentive Plan*
    
    Filed herewith10.6c
    
    Form of restricted stock agreement for 2003
Equity Incentive Plan*
    
    Exhibit 10.5 to Centexs
Current Report on Form
8-K dated May 16, 200710.6d
    
    Form of non-employee director stock option
agreement for 2003 Equity Incentive Plan*
    
    Exhibit 10.1 to Centexs
Quarterly Report on Form
10-Q for the quarter
ended June 30, 200610.6e
    
    Form of non-employee director restricted
stock agreement for 2003 Equity Incentive
Plan*
    
    Exhibit 10.2 to Centexs
Quarterly Report on Form
10-Q for the quarter
ended June 30, 200610.6f
    
    Form of long-term performance unit award
for 2003 Equity Incentive Plan (May 2007
award)*
    
    Exhibit 10.4 to Centexs
Current Report on Form
8-K dated May 23, 200710.6g
    
    Form of long-term performance unit award
for 2003 Equity Incentive Plan (May 2008
award)*
    
    Exhibit 10.7 to Centexs
Current Report on Form
8-K dated May 13, 200810.7
    
    Supplemental Executive Retirement Plan of
Centex Corporation*
    
    Exhibit 10.9 to Centexs
Current Report on Form
8-K dated February 19,
200810.8
    
    Centex Corporation Deferred Compensation
Plan*
    
    Exhibit 10.7 to Centexs
Current Report on Form
8-K dated February 19,
200810.9
    
    Centex Corporation Executive Deferred
Compensation Plan (Executive Deferred
Compensation Plan)*
    
    Exhibit 10.8 to Centexs
Current Report on Form
8-K dated February 19,
200810.9a
    
    Form of deferred compensation agreement for
Executive Deferred Compensation Plan*
    
    Filed herewith10.10
    
    Summary of Outside Director Compensation
Plan*
    
    Filed herewith10.11
    
    Centex Corporation Executive Severance
Policy*
    
    Exhibit 10.1 to Centexs
Current Report on Form
8-K dated October 16,
200710.12
    
    Centex Corporation Salary Continuation Plan*
    
    Exhibit 10.10 to
Centexs Annual Report
on Form 10-K for the
fiscal year ended March
31, 200410.13
    
    Centex Comprehensive Medical Plan*
    
    Exhibit 10.11 to
Centexs Annual Report
on Form 10-K for the
fiscal year ended March
31, 200510.13a
    
    Amendment No. 1 to Centex Comprehensive
Medical Plan*
    
    Filed herewith
 109




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##### 



Exhibit
    
    
    
    Filed Herewith orNumber
    
    Exhibit
    
    Incorporated by Reference10.25
    
    Credit Agreement, dated July 1, 2005 among
Centex, Bank of America, N.A., as
Administrative Agent, and the lenders named
therein
    
    Exhibit 10.1 to Centexs
Current Report on Form
8-K dated July 1, 200510.25a
    
    First Amendment to Credit Agreement, dated
May 25, 2006 among Centex, Bank of America,
N.A., as Administrative Agent, and the
lenders named therein
    
    Exhibit 10.2 to Centexs
Current Report on Form
8-K dated June 1, 200610.25b
    
    Second Amendment to Credit Agreement, dated
July 20, 2007, among Centex, Bank of
America, N.A., as Administrative Agent, and
the lenders named therein
    
    Exhibit 10.3 to Centexs
Current Report on Form
8-K dated July 23, 200710.25c
    
    Third Amendment to Credit Agreement, dated
March 26, 2008, among Centex, Bank of
America, N.A., as Administrative Agent, and
the lenders named therein
    
    Exhibit 10.4 to Centexs
Current Report on Form
8-K dated April 1, 200810.26
    
    Securities Purchase Agreement, dated as of
March 30, 2006, among Centex Home Equity
Company, LLC, Centex Financial Services,
LLC and FIF HE Holdings, LLC. 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.
    
    Exhibit 10.1 to Centexs
Current Report on Form
8-K dated April 4, 200610.26a
    
    Amendment No. 1 to Securities Purchase
Agreement, dated as of July 11, 2006, among
Centex Home Equity Company, LLC, Centex
Financial Services, LLC and FIF HE
Holdings, LLC. 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.
    
    Exhibit 2.2 to Centexs
Current Report on Form
8-K dated July 14, 200610.26b
    
    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.
    
    Exhibit 2.3 to Centexs
Current Report on Form
8-K dated December 22,
2006
 110




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##### 



Exhibit
    
    
    
    Filed Herewith orNumber
    
    Exhibit
    
    Incorporated by Reference10.27
    
    Stock Purchase Agreement, dated as of
January 31, 2007, among Centex Construction
Group, Inc., Centex Corporation, Balfour
Beatty, Inc. and Balfour Beatty plc. In
accordance with the instructions to Item
601(b)(2) of Regulation S-K, the schedules
to the foregoing Stock Purchase Agreement
are not filed herewith. The Stock 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.
    
    Exhibit 10.1 to Centexs
Current Report on Form
8-K dated February 6,
200710.28
    
    Contribution Agreement, dated as of March
29, 2008, between Centex Homes and Corona
Real Estate Holding Company, LLC
    
    Filed herewith10.29
    
    Member Interests Purchase Agreement, dated
as of March 31, 2008, between Centex Homes
and Corona Land Company, LLC
    
    Filed herewith10.30
    
    Form of Director Indemnification Agreement*
    
    Exhibit 10.1 to Centexs
Current Report on Form
8-K dated February 14,
200610.31
    
    Form of Officer Indemnification Agreement*
    
    Exhibit 10.1 to Centexs
Current Report on Form
8-K dated May 13, 200810.32
    
    Form of Change of Control Agreement*
    
    Exhibit 10.2 to Centexs
Current Report on Form
8-K dated February 14,
200612.1
    
    Computation of Ratio of Earnings to Fixed
Charges
    
    Filed herewith21
    
    List of Subsidiaries of Centex
    
    Filed herewith23
    
    Consent of Independent Registered Public
Accounting Firm
    
    Filed herewith24.1
    
    Powers of Attorney
    
    Filed herewith31.1
    
    Certification of the Chief Executive
Officer of Centex pursuant to Rule
13a14(a) promulgated under the Securities
Exchange Act of 1934
    
    Filed herewith31.2
    
    Certification of the Chief Financial
Officer of Centex pursuant to Rule
13a14(a) promulgated under the Securities
Exchange Act of 1934
    
    Filed herewith32.1
    
    Certification of the Chief Executive
Officer of Centex pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
    
    Filed herewith32.2
    
    Certification of the Chief Financial
Officer of Centex pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
    
    Filed herewith
 *
    
    Management contract or compensatory plan or arrangement+
    
    Does not include amendments adopted subject to stockholder approval, which are included in
the versions of such plans included as appendices to the Companys proxy statement for its
2008 annual meeting.
 111




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##### 



SIGNATURES
  CENTEX CORPORATIONRegistrantMay 22, 2008
    
    By:
    
    /s/ TIMOTHY R. ELLERTimothy R. Eller, Chairman of the Board and
Chief Executive Officer
  May 22, 2008
    
    By:
    
    /s/ TIMOTHY R. ELLERTimothy R. Eller, Chairman of the Board and
Chief Executive Officer (principal executive officer)May 22, 2008
    
    By:
    
    /s/ CATHERINE R. SMITHCatherine R. Smith, Executive Vice President and
Chief Financial Officer (principal financial officer)May 22, 2008
    
    By:
    
    /s/ MARK D. KEMPMark D. Kemp, Senior Vice President  Controller
(principal accounting officer)Directors:
    
    Barbara T. Alexander, Juan L. Elek, Timothy R. Eller,
Ursula O. Fairbairn, Thomas J. Falk, Clint W. Murchison, III,
Frederic M. Poses, James J. Postl, David W. Quinn,
Matthew K. Rose and Thomas M. SchoeweMay 22, 2008
    
    By:
    
    /s/ TIMOTHY R. ELLERTimothy R. Eller,
Individually and as
Attorney-in-Fact*
 *
    
    Pursuant to authority granted by powers of attorney, copies of which are filed herewith.
 112