##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended September 30, 2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    001-12822
  BEAZER HOMES USA,
    INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

58-2086934(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1000 Abernathy Road, Suite 1200, Atlanta, Georgia
    30328 (Address of principal
    executive offices) (Zip code)
  (770) 829-3700 (Registrants telephone
    number including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Securities

Exchanges on Which RegisteredCommon Stock, $.001 par value per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-T o o
   Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Part of 10-KWhere IncorporatedPortions of the registrants Proxy Statement for the 2010
    Annual Meeting of Stockholders


III




---



##### 





BEAZER
    HOMES USA, INC.
  FORM 10-K
  INDEX
   
 PageNumberIntroductionForward-Looking Statements


3PART I.Item 1

Business


5Item 1A.

Risk Factors


16Item 1B.

Unresolved Staff Comments


25Item 2

Properties


25Item 3.

Legal Proceedings


25Item 4.

Submission of Matters to a Vote of Security
    Holders


27PART II.Item 5

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


27Item 6.

Selected Financial Data


29Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


31Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


50Item 8

Financial Statements and Supplementary Data


51Item 9

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


100Item 9A

Controls and Procedures


100Item 9B

Other Information


101PART III.Item 10

Directors, Executive Officers and Corporate
    Governance


102Item 11

Executive Compensation


103Item 12

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


103Item 13

Certain Relationships and Related Transactions,
    and Director Independence


103Item 14

Principal Accountant Fees and Services


103PART IV.Item 15.

Exhibits and Financial Statement Schedules


103SIGNATURES


109EX-3.3EX-4.23EX-10.19EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



Form 10-K
 FORWARD-LOOKING
    STATEMENTS  Form 10-K
    
    the final outcome of various putative class action lawsuits,
    multi-party suits and similar proceedings as well as the results
    of any other litigation or government proceedings and
    fulfillment of the obligations in the Deferred Prosecution
    Agreement and consent orders with governmental authorities and
    other settlement agreements;
    additional asset impairment charges or writedowns;
    economic changes nationally or in local markets, including
    changes in consumer confidence, declines in employment levels,
    volatility of mortgage interest rates and inflation;
    continued or increased downturn in the homebuilding industry;
    estimates related to homes to be delivered in the future
    (backlog) are imprecise as they are subject to various
    cancellation risks which cannot be fully controlled;
    continued or increased disruption in the availability of
    mortgage financing or number of foreclosures in the market;
    our cost of and ability to access capital and otherwise meet our
    ongoing liquidity needs including the impact of any downgrades
    of our credit ratings or reductions in our tangible net worth or
    liquidity levels;
    potential inability to comply with covenants in our debt
    agreements or satisfy such obligations through repayment or
    refinancing;
    increased competition or delays in reacting to changing consumer
    preference in home design;
    shortages of or increased prices for labor, land or raw
    materials used in housing production;
    factors affecting margins such as decreased land values
    underlying land option agreements, increased land development
    costs on communities under development or delays or difficulties
    in implementing initiatives to reduce production and overhead
    cost structure;
    the performance of our joint ventures and our joint venture
    partners;
    the impact of construction defect and home warranty claims
    including those related to possible installation of drywall
    imported from China;
    the cost and availability of insurance and surety bonds;
    delays in land development or home construction resulting from
    adverse weather conditions; 3




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##### Table of Contents




    potential delays or increased costs in obtaining necessary
    permits as a result of changes to, or complying with, laws,
    regulations, or governmental policies and possible penalties for
    failure to comply with such laws, regulations and governmental
    policies;
    effects of changes in accounting policies, standards, guidelines
    or principles; or
    terrorist acts, acts of war and other factors over which the
    Company has little or no control.   4




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##### Table of Contents



PART I  Item 1.
    Business    (770) 829-3700. http://www.beazer.com.
  Industry
    Overview and Current Market Conditions
           5




---



##### Table of Contents



Managements Discussion and Analysis of Results of
    Operations and Financial Condition
   6




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##### Table of Contents



Long-Term
    Business Strategy
    Geographic Diversification in Growth
    Markets.
  Differentiated Product. tm
  Diversity of Product Offerings. move-up
 7




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##### Table of Contents



Consistent Use of National Brand.
  Operational Scale Efficiencies.
  Balanced Land Policies.
  Reportable
    Business Segments
    8




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##### Table of Contents



Segment/State

Market(s) / Year
    EnteredWest:Arizona

Phoenix (1993)California

Los Angeles County (1993), Orange County (1993), Riverside and
    San Bernardino Counties (1993), San Diego County
    (1992), Ventura County (1993), Sacramento (1993), Kern County
    (2005)Nevada

Las Vegas (1993)Texas

Dallas/Ft. Worth (1995), Houston (1995)East:Indiana

Indianapolis (2002)Maryland/Delaware

Baltimore (1998), Metro-Washington, D.C. (1998), Delaware
    (2003)New Jersey/Pennsylvania

Central and Southern New Jersey (1998), Bucks County, PA (1998)Tennessee

Nashville (1987)Virginia

Fairfax County (1998), Loudoun County (1998), Prince William
    County (1998)Southeast:Florida

Tampa/St. Petersburg (1996), Orlando (1997), Sarasota (2005),
    Tallahassee (2006), Panama City (2008)Georgia

Atlanta (1985), Savannah (2005)North Carolina

Raleigh/Durham (1992)South Carolina

Charleston (1987), Myrtle Beach (2002)   Seasonal
    and Quarterly Variability
    Markets
    and Product Description
     9




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##### Table of Contents



Managements Discussion and Analysis of Results of
    Operations and Financial Condition for additional
    information.
  2010


2009


2008Number of


Average


Number of


Average


Number of


AverageHomes


Closing


Homes


Closing


Homes


ClosingClosed


Price


Closed


Price


Closed


Price($ In 000s)West


1,777


$
203.0



1,883


$
216.5



2,688


$
241.9East


1,729



258.5



1,432



260.8



2,136



287.6Southeast


1,007



191.6



881



212.5



1,546



229.8Continuing Operations


4,513


$
221.7



4,196


$
230.8



6,370


$
254.3Discontinued Operations


132


$
212.3



192


$
242.8



1,322


$
221.9   September 30, 2010


September 30, 2009


September 30, 2008Units in


Dollar Value


Units in


Dollar Value


Units in


Dollar ValueBacklog


in Backlog


Backlog


in Backlog


Backlog


in Backlog($ In 000s)West


269


$
55,167



431


$
88,883



521


$
120,275East


366



102,186



532



143,887



455



125,195Southeast


145



28,800



208



42,520



314



69,874Continuing Operations


780


$
186,153



1,171


$
275,290



1,290


$
315,344Discontinued Operations


16


$
2,921



22


$
5,477



68


$
16,403   Corporate
    Operations
    
    evaluate and select geographic markets;
    allocate capital resources to particular markets for land
    acquisitions;
    maintain and develop relationships with lenders and capital
    markets to create access to financial resources;
    plan and design homes and community projects;
    operate and manage information systems and technology support
    operations; and
    monitor the operations of our subsidiaries and divisions.   10




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##### Table of Contents



Field
    Operations
    Land
    Acquisition and Development
      
    internal and external demographic and marketing studies;
    suitability for development during the time period of one to
    five years from the beginning of the development process to the
    last closing;
    financial review as to the feasibility of the proposed project,
    including profit margins and returns on capital employed;
    the ability to secure governmental approvals and entitlements;
    environmental and legal due diligence;
    competition in the area;
    proximity to local traffic corridors and amenities; and
    managements judgment as to the real estate market and
    economic trends and our experience in a particular market.     11




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##### Table of Contents



Option Contracts.
      Lots Owned


Total LotsHomes Under


Finished


Lots for Current


Lots for Future


Land Held


Total Lots


Under


Total LotsWest

Construction(1)


Lots


Development


Development


for Sale


Owned


Contract


ControlledArizona


129



971



118



650



1



1,869



176



2,045California


136



181



478



3,792



91



4,678



33



4,711Nevada


118



800



659



248







1,825



820



2,645Texas


303



910



993











2,206



1,117



3,323Total West


686



2,862



2,248



4,690



92



10,578



2,146



12,724EastIndiana


193



641



1,471







250



2,555



443



2,998Maryland


247



466



863



806







2,382



60



2,442New Jersey


41



73



457



152







723



376



1,099Tennessee


65



297



1,030











1,392



275



1,667Virginia


44



73



133











250



321



571Total East


590



1,550



3,954



958



250



7,302



1,475



8,777SoutheastGeorgia


8



127



105



88







328



84



412Florida


164



536



1,076



308



30



2,114



1,036



3,150North Carolina


47



194



151



21







413



62



475South Carolina


104



812



685



80







1,681



1,017



2,698Total Southeast


323



1,669



2,017



497



30



4,536



2,199



6,735Discontinued Operations


34















726



760







760Total


1,633



6,081



8,219



6,145



1,098



23,176



5,820



28,996     (1)
    
    The category Homes Under Construction represents
    lots upon which construction of a home has commenced.  in thousands
  Land Held forLand Held for


Future


Land HeldDevelopment


Development


for SaleWest

$
173,404


$
311,472


$
5,273East


172,519



47,381



1,376Southeast


98,139



24,036



Discontinued Operations










29,610Total

$
444,062


$
382,889


$
36,259   Joint Ventures.
 12




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Construction
    project-by-project
    Warranty
    Program
   13




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Managements Discussion
    and Analysis of Results of Operations and Financial
    Condition
  and/or and/or
  Marketing
    and Sales
  (http:// www.beazer.com
  on-site
      Customer
    Financing
   14




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Competition
  and/or
    Government
    Regulation and Environmental Matters
       15




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##### Table of Contents



Bonds and
    Other Obligations
    Employees
    and Subcontractors
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330.
      Item 1A.
    Risk
    Factors  The homebuilding industry has been experiencing a severe
    downturn that may continue for an indefinite period and continue
    to adversely affect our business, results of operations and
    stockholders equity.
   16




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Our
    home sales and operating revenues could decline due to
    macro-economic and other factors outside of our control, such as
    changes in consumer confidence, declines in employment levels
    and increases in the quantity and decreases in the price of new
    homes and resale homes in the market.
    We are
    the subject of pending civil litigation which could require us
    to pay substantial damages or could otherwise have a material
    adverse effect on us. The failure to fulfill our obligations
    under the Deferred Prosecution Agreement (the DPA) with the
    United States Attorney (or related agreements) and the consent
    order with the SEC could have a material adverse effect on our
    operations.
   17




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and/or
      We are dependent on the services of certain key employees,
    and the loss of their services could hurt our business.
    Potential
    future downgrades of our credit ratings could adversely affect
    our access to capital and could otherwise have a material
    adverse effect on us.
   18




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Our
    Senior Notes, revolving credit and letter of credit facilities,
    and certain other debt impose significant restrictions and
    obligations on us. Restrictions on our ability to borrow could
    adversely affect our liquidity. In addition, our substantial
    indebtedness could adversely affect our financial condition,
    limit our growth and make it more difficult for us to satisfy
    our debt obligations.
      
    causing us to be unable to satisfy our obligations under our
    debt agreements;
    making us more vulnerable to adverse general economic and
    industry conditions;
    making it difficult to fund future working capital, land
    purchases, acquisitions, share repurchases, general corporate
    purposes or other purposes; and
    causing us to be limited in our flexibility in planning for, or
    reacting to, changes in our business.  and/or
  A
    substantial increase in mortgage interest rates or
    unavailability of mortgage financing may reduce consumer demand
    for our homes.
  move-up move-up
 19




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##### Table of Contents



If we
    are unsuccessful in competing against our homebuilding
    competitors, our market share could decline or our growth could
    be impaired and, as a result, our financial results could
    suffer.
    Our
    financial condition, results of operations and
    stockholders equity may be adversely affected by any
    decrease in the value of our inventory, as well as by the
    associated carrying costs.
    We
    conduct certain of our operations through unconsolidated joint
    ventures with independent third parties in which we do not have
    a controlling interest and we can be adversely impacted by joint
    venture partners failure to fulfill their
    obligations.
      loan-to-value
 20




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##### Table of Contents



We may
    not be able to utilize all of our deferred tax
    assets.
  Accounting for Income
    Taxes
  We
    could experience a reduction in home sales and revenues or
    reduced cash flows due to our inability to acquire land for our
    housing developments if we are unable to obtain reasonably
    priced financing to support our homebuilding
    activities.
  and/or
  Our
    stock price is volatile and could further decline.
    
    operating results that vary from the expectations of securities
    analysts and investors;
    factors influencing home purchases, such as availability of home
    mortgage loans and interest rates, credit criteria applicable to
    prospective borrowers, ability to sell existing residences, and
    homebuyer sentiment in general;
    the operating and securities price performance of companies that
    investors consider comparable to us;
    announcements of strategic developments, acquisitions and other
    material events by us or our competitors; and
    changes in global financial markets and global economies and
    general market conditions, such as interest rates, commodity and
    equity prices and the value of financial assets.   21




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##### Table of Contents



The
    tax benefits of our pre-ownership change net operating loss
    carryforwards and any future recognized built-in losses in our
    assets will be substantially limited since we experienced an
    ownership change as defined in Section 382 of
    the Internal Revenue Code.
  20-year
      We are
    subject to extensive government regulation which could cause us
    to incur significant liabilities or restrict our business
    activities.
    We may
    incur additional operating expenses due to compliance programs
    or fines, penalties and remediation costs pertaining to
    environmental regulations within our markets.
   22




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##### Table of Contents



We may
    be subject to significant potential liabilities as a result of
    construction defect, product liability and warranty claims made
    against us.
      and/or
  Our
    operating expenses could increase if we are required to pay
    higher insurance premiums or litigation costs for various
    claims, which could cause our net income to
    decline.
     23




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##### Table of Contents



We are
    dependent on the continued availability and satisfactory
    performance of our subcontractors, which, if unavailable, could
    have a material adverse effect on our business.
    We
    experience fluctuations and variability in our operating results
    on a quarterly basis and, as a result, our historical
    performance may not be a meaningful indicator of future
    results.
    
    the timing of home closings and land sales;
    our ability to continue to acquire additional land or secure
    option contracts to acquire land on acceptable terms;
    conditions of the real estate market in areas where we operate
    and of the general economy;
    raw material and labor shortages;
    seasonal home buying patterns; and
    other changes in operating expenses, including the cost of labor
    and raw materials, personnel and general economic conditions.  The
    occurrence of natural disasters could increase our operating
    expenses and reduce our revenues and cash flows.
    Future
    terrorist attacks against the United States or increased
    domestic or international instability could have an adverse
    effect on our operations.
   24




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings  Litigation
  ERISA Class Actions.
  Homeowners Class Action Lawsuits and Multi-Plaintiff
    Lawsuit. § 75-1.1
  and/or and/or
 25




---



##### Table of Contents



Other
    Matters
  Form 10-K,
 26




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    1st Qtr

2nd Qtr

3rd Qtr

4th QtrFiscal Year 2010:High

$
6.06


$
5.44


$
7.08


$
4.69Low

$
3.90


$
3.83


$
3.61


$
3.10   1st Qtr

2nd Qtr

3rd Qtr

4th QtrFiscal Year 2009:High

$
6.76


$
1.71


$
3.95


$
6.93Low

$
1.13


$
0.24


$
0.87


$
1.36  27




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##### Table of Contents



Dividends
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of

Weighted

Number of Common SharesCommon

Average

Remaining Available forShares to be Issued

Exercise

FutureUpon Exercise of

Price of

Issuance Under EquityOutstanding

Outstanding

CompensationPlan Category

(a)

(b)

(c)Equity compensation plans approved by stockholders


2,578,354


$
22.69



3,987,710   Issuer
    Purchases of Equity Securities
      Performance
    Graph
    28




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##### Table of Contents



Fiscal Year Ended September 30,2005


2006


2007


2008


2009


2010Beazer Homes USA, Inc.


$
100.00



$
67.05



$
14.48



$
10.49



$
9.81



$
7.25S&P 500



100.00




110.78




128.98




100.66




93.70




103.24S&P Homebuilding



100.00




72.44




36.83




31.23




26.17




24.28   Item 6.
    Selected
    Financial Data  Year Ended September 30,2010

2009

2008

2007

2006($ in millions, except per share amounts)Statement of Operations Data:(i)Total revenue

$
1,010


$
972


$
1,737


$
2,943


$
4,545Gross profit (loss)


86



16



(247
)


(89
)


1,122Gross margin(i), (ii)


8.5
%


1.6
%


(14.2
)%


(3.0
)%


24.7
%Operating (loss) income

$
(114
)

$
(241
)

$
(618
)

$
(511
)

$
596(Loss) income from continuing operations


(30
)


(176
)


(780
)


(346
)


378EPS from continuing operations -basic


(0.50
)


(4.54
)


(20.23
)


(9.01
)


9.48EPS from continuing operations -diluted


(0.50
)


(4.54
)


(20.23
)


(9.01
)


8.52Dividends paid per common share














0.40



0.40Balance Sheet Data (end of year)(iii):Cash and cash equivalents and restricted cash

$
576


$
557


$
585


$
460


$
172Inventory


1,204



1,318



1,652



2,775



3,608Total assets


1,903



2,029



2,642



3,930



4,715Total debt


1,212



1,509



1,747



1,857



1,956Stockholders equity


397



197



375



1,324



1,730 29




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##### Table of Contents



Year Ended September 30,2010

2009

2008

2007

2006($ in millions, except per share amounts)Supplemental Financial Data (iii):Cash provided by (used in):Operating activities

$
70


$
94


$
316


$
509


$
(378
)Investing activities


(6
)


(80
)


(18
)


(52
)


(105
)Financing activities


(34
)


(91
)


(167
)


(171
)


353Financial Statistics (iii):Total debt as a percentage of total debt and stockholders
    equity


75.3
%


88.5
%


82.3
%


58.4
%


53.1
%Net debt as a percentage of net debt and stockholders
    equity(ii)


62.9
%


83.6
%


75.6
%


51.4
%


50.9
%Adjusted EBITDA from total operations(iv)

$
60.2


$
108.1


$
(27.5
)

$
235.6


$
781.6Operating Statistics from continuing operations:New orders, net


4,122



4,077



5,158



7,957



11,272Closings


4,513



4,196



6,370



9,766



15,046Units in backlog


780



1,171



1,290



2,502



4,311Average selling price (in thousands)

$
221.7


$
230.8


$
254.3


$
289.5


$
299.9     (i)
    
    Statement of operations data is from continuing operations.
    Gross profit (loss) includes inventory impairments and lot
    options abandonments of $50.0 million, $95.2 million,
    $403.4 million, $531.2 million and $28.4 million
    for the fiscal years ended September 30, 2010, 2009, 2008,
    2007 and 2006, respectively. Operating (loss) income also
    includes goodwill impairments of $0, $16.1 million,
    $48.1 million, $49.7 million and $0 for the fiscal
    years ended September 30, 2010, 2009, 2008, 2007 and 2006.
    The aforementioned charges were primarily related to the
    deterioration of the homebuilding environment over the past few
    years. Loss from continuing operations for fiscal 2010 and 2009
    also include a gain on extinguishment of debt of
    $43.9 million, and $144.5 million, respectively.(ii)
    
    Net Debt = Debt less unrestricted cash and cash equivalents;
    Gross margin = Gross (loss) profit divided by total revenue.(iii)
    
    Discontinued operations were not segregated in the consolidated
    balance sheets or statements of cash flows.(iv)
    
    A reconciliation of EBIT and Adjusted EBITDA to net (loss)
    income, the most directly comparable GAAP measure, is provided
    below for each period presented (in thousands):  Year Ended September 30,2010


2009


2008


2007


2006Net (loss) income

$
(34,049
)

$
(189,383
)

$
(951,912
)

$
(411,073
)

$
368,836(Benefit) provision for income taxes


(133,188
)


(9,076
)


84,763



(222,207
)


214,421Interest amortized to home construction and land sales expenses
    and capitalized interest impaired


54,556



58,090



126,057



139,880



95,974Interest expense not qualified for capitalization


74,214



83,030



55,185







EBIT

$
(38,467
)

$
(57,339
)

$
(685,907
)

$
(493,400
)

$
679,231 30




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##### Table of Contents



Year Ended September 30,2010


2009


2008


2007


2006EBIT

$
(38,467
)

$
(57,339
)

$
(685,907
)

$
(493,400
)

$
679,231Depreciation and amortization and stock compensation amortization


24,774



30,723



40,273



44,743



58,178Inventory impairments and option contract abandonments


49,526



103,751



496,833



599,514



44,175Goodwill impairment






16,143



52,470



52,755



Joint venture impairment and abandonment charges


24,328



14,793



68,791



31,939



Adjusted EBITDA

$
60,161


$
108,071


$
(27,540
)

$
235,551


$
781,584       Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Overview and Outlook
   31




---



##### Table of Contents



The Worker, Homeownership and Business Act of
    and/or
      Critical
    Accounting Policies
    Inventory
    Valuation  Held for Development
   32




---



##### Table of Contents



Accounting for the Impairment or Disposal of Long-Lived
    Assets
      
    Actual Net Contribution Margin (defined as
    homebuilding revenues less homebuilding costs and direct selling
    expenses) for homes closed in the current fiscal quarter, fiscal
    year to date and prior two fiscal quarters. Homebuilding costs
    include land and land development costs (based upon an
    allocation of such costs, including costs to complete the
    development, or specific lot costs), home construction costs
    (including an estimate of costs, if any, to complete home
    construction), previously capitalized indirect costs
    (principally for construction supervision), capitalized interest
    and estimated warranty costs. Direct selling expenses include
    commissions, closing costs and amortization related to model
    home furnishings and improvements;
    Projected Net Contribution Margin for homes in backlog;
    Actual and trending new orders and cancellation rates;
    Actual and trending base home sales prices and sales incentives
    for home sales that occurred in the prior two fiscal quarters
    that remain in backlog at the end of the fiscal quarter and
    expected future homes sales prices and sales incentives and
    absorption over the expected remaining life of the community;
    A comparison of our community to our competition to include,
    among other things, an analysis of various product offerings
    including, the size and style of the homes currently offered for
    sale, community amenity levels, availability of lots in our
    community and our competitions, desirability and
    uniqueness of our community and other market factors; and
    Other events that may indicate that the carrying value may not
    be recoverable.     33




---



##### Table of Contents



Asset
    Valuation  Land Held for Future
    Development
    Asset
    Valuation  Land Held for Sale
    
    management has the authority and commits to a plan to sell the
    land;
    the land is available for immediate sale in its present
    condition;
    there is an active program to locate a buyer and the plan to
    sell the property has been initiated;
    the sale of the land is probable within one year; 34




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##### Table of Contents




    the property is being actively marketed at a reasonable sale
    price relative to its current fair value; and
    it is unlikely that the plan to sell will be withdrawn or that
    significant changes to the plan will be made.        Homebuilding
    Revenues and Costs
  percentage-of-completion Accounting for Sales
    of Real Estate
  Warranty
    Reserves
       35




---



##### Table of Contents



Investments
    in Unconsolidated Joint Ventures
    other-than-temporary.
      Income
    Taxes  Valuation Allowance
   36




---



##### Table of Contents



period-to-period
        Seasonal
    and Quarterly Variability
    New Orders (net of
    cancellations)1st Qtr


2nd Qtr


3rd Qtr


4th Qtr


Total2010


710



1,629



1,005



778



4,1222009


514



1,095



1,488



980



4,0772008


988



1,662



1,549



959



5,158   37




---



##### Table of Contents



Closings1st Qtr


2nd Qtr


3rd Qtr


4th Qtr


Total2010


935



832



1,597



1,149



4,5132009


859



785



911



1,641



4,1962008


1,629



1,233



1,348



2,160



6,370   RESULTS
    OF CONTINUING OPERATIONS:
  Fiscal Year Ended September 30,2010


2009


2008($ in thousands)Revenues:Homebuilding

$
1,000,531


$
968,314


$
1,620,990Land sales & other


9,310



3,389



115,737Total

$
1,009,841


$
971,703


$
1,736,727Gross profit (loss)Homebuilding

$
81,528


$
15,134


$
(257,013
)Land sales & other


4,080



620



9,570Total

$
85,608


$
15,754


$
(247,443
)Gross Margin  homebuilding


8.1
%


1.6
%


(15.9
)%Gross Margin  land sales & other


43.8
%


18.3
%


8.3
%Gross Margin  Total


8.5
%


1.6
%


(14.2
)%Selling, general and administrative (SG&A) expenses

$
186,556


$
222,691


$
298,274SG&A as a% of total revenue


18.5
%


22.9
%


17.2
%Depreciation and amortization

$
12,874


$
18,392


$
23,802Goodwill impairment

$



$
16,143


$
48,105Equity in income (loss) of unconsolidated joint ventures
    from:Joint venture activities

$
10


$
518


$
(12,527
)Impairments

$
(8,817
)

$
(12,630
)

$
(45,292
)Equity in loss of unconsolidated joint ventures

$
(8,807
)

$
(12,112
)

$
(57,819
)Gain on extinguishment of debt

$
43,901


$
144,503


$
   Items
    impacting comparability between periods
    Inventory Impairments and Abandonments.
 38




---



##### Table of Contents



(in thousands)
  Fiscal Year Ended September 30,2010


2009


2008Development projects and homes in process (Held for Development)West

$
18,056


$
42,704


$
145,710East


18,703



6,383



70,152Southeast


7,973



24,536



53,103Unallocated


3,404



5,116



21,769Subtotal

$
48,136


$
78,739


$
290,734Land Held for SaleWest

$
1,061


$
9,357


$
8,505East






1,071



16,883Southeast






2,094



35,793Subtotal

$
1,061


$
12,522


$
61,181Lot Option AbandonmentsWest

$
783


$
99


$
14,893East


35



2,884



9,850Southeast


21



972



26,744Subtotal

$
839


$
3,955


$
51,487Continuing Operations

$
50,036


$
95,216


$
403,402  39




---



##### Table of Contents



in thousands
  Estimated FairInventory Impairments


Value of ImpairedHeld for


Held for





Inventory at Period


Lots


CommunitiesQuarter Ended

Development


Sale


Total


End


Impaired


ImpairedDecember 31, 2009

$
7,486


$
1,061


$
8,547


$
13,997



379



7March 31, 2010


9,976







9,976



25,975



525



13June 30, 2010


4,483







4,483



5,427



131



3September 30, 2010


26,191







26,191



29,313



962



8Fiscal 2010

$
48,136


$
1,061


$
49,197   Selling, General and Administrative Expense
    Items.
      Goodwill Impairment Charges.
  Joint Venture Impairment Charges.
 40




---



##### Table of Contents



Gain on Extinguishment of Debt.
  Discontinued Operations.
  Fiscal Year Ended September 30,2010


2009


2008($ in thousands)Closings


132



192



1,322New Orders


126



146



907Homebuilding revenues

$
28,029


$
46,609


$
293,314Land and lot sale revenues

$
3,277


$
3,077


$
40,064Mortgage & title revenues

$
1,861


$
1,813


$
7,675Total revenue

$
33,167


$
51,499


$
341,053     Segment
    Results  Continuing Operations
  Unit
    Data by Segment
  New Orders, net

Cancellation Rates2010

2009

2008

10 v 09

09 v 08

2010

2009

2008West


1,615



1,793



2,449



(9.9
)%


(26.8
)%


29.5
%


35.3
%


41.1
%East


1,563



1,509



1,337



3.6
%


12.9
%


25.3
%


30.1
%


48.2
%Southeast


944



775



1,372



21.8
%


(43.5
)%


18.1
%


24.1
%


27.2
%Total


4,122



4,077



5,158



1.1
%


(21.0
)%


25.5
%


31.5
%


40.2
%   41




---



##### Table of Contents



Backlog at September 30,2010


2009


2008


10 v 09


09 v 08Units:West


269



431



521



(37.6
)%


(17.3
)%East


366



532



455



(31.2
)%


16.9
%Southeast


145



208



314



(30.3
)%


(33.8
)%Total


780



1,171



1,290



(33.4
)%


(9.2
)%Aggregated $ value of homes in backlog:Total ($ in millions)

$
186.2


$
275.3


$
315.3



(32.4
)%


(12.7
)%     Fiscal
    2010 versus 2009
      Fiscal
    2009 versus 2008
     42




---



##### Table of Contents



Homebuilding Revenues and Average Selling
    Price. $ in thousands
  Homebuilding Revenues


Average Selling Price2010


2009


2008


10 v 09


09 v 08


2010


2009


2008


10 v 09


09 v 08West

$
360,756


$
407,639


$
651,268



(11.5
)%


(37.4
)%

$
203.0


$
216.5


$
241.9



(6.2
)%


(10.5
)%East


446,862



373,498



614,408



19.6
%


(39.2
)%


258.5



260.8



287.6



(0.9
)%


(9.3
)%Southeast


192,913



187,177



355,314



3.1
%


(47.3
)%


191.6



212.5



229.8



(9.8
)%


(7.5
)%Total

$
1,000,531


$
968,314


$
1,620,990



3.3
%


(40.3
)%

$
221.7


$
230.8


$
254.3



(3.9
)%


(9.2
)%   Closings2010

2009

2008

10 v 09

09 v 08West


1,777



1,883



2,688



(5.6
)%


(29.9
)%East


1,729



1,432



2,136



20.7
%


(33.0
)%Southeast


1,007



881



1,546



14.3
%


(43.0
)%Total


4,513



4,196



6,370



7.6
%


(34.1
)%   Fiscal
    2010 versus 2009
          Fiscal
    2009 versus 2008
   43




---



##### Table of Contents



and/or
        Homebuilding Gross Profit (Loss). in
    thousands
  2010Impairments &


HB Gross


HB GrossHB Gross


HB Gross


Abandonments


Profit (Loss)


Margin w/oProfit (Loss)


Margin


(I&A)


w/o I&A


I&AWest

$
52,621



14.6
%

$
19,900


$
72,521



20.1
%East


54,176



12.1
%


18,738



72,914



16.3
%Southeast


20,519



10.6
%


7,994



28,513



14.8
%Corporate & unallocated


(45,788
)






3,404



(42,384
)Total homebuilding

$
81,528



8.1
%

$
50,036


$
131,564



13.1
%  44




---



##### Table of Contents



2009Impairments &


HB Gross


HB GrossHB Gross


HB Gross


Abandonments


Profit (Loss)


Margin w/oProfit (Loss)


Margin


(I&A)


w/o I&A


I&AWest

$
28,566



7.0
%

$
52,160


$
80,726



19.8
%East


45,681



12.2
%


10,338



56,019



15.0
%Southeast


(1,811
)


(1.0
)%


27,602



25,791



13.8
%Corporate & unallocated


(57,302
)






5,116



(52,186
)Total homebuilding

$
15,134



1.6
%

$
95,216


$
110,350



11.4
%   2008Impairments &


HB Gross


HB GrossHB Gross


HB Gross


Abandonments


Profit (Loss)


Margin w/oProfit (Loss)


Margin


(I&A)


w/o I&A


I&AWest

$
(58,187
)


(8.9
)%

$
169,108


$
110,921



17.0
%East


6,086



1.0
%


96,885



102,971



16.8
%Southeast


(60,470
)


(17.0
)%


115,640



55,170



15.5
%Corporate & unallocated


(144,442
)






21,769



(122,673
)Total homebuilding

$
(257,013
)


(15.9
)%

$
403,402


$
146,389



9.0
%   Fiscal
    2010 versus 2009
    Fiscal
    2009 versus 2008
    Land Sales and Other Revenues.
 45




---



##### Table of Contents



in thousands
  Land Sales & Other Revenues


Land Sales and Other Gross Profit (Loss)2010


2009


2008


10 v 09


09 v 08


2010


2009


2008


10 v 09


09 v 08West

$
3,774


$
1,529


$
5,203



146.8
%


(70.6
)%

$
424


$
(1
)

$
2,139



n/m



(100.0
)%East


4,300



1,120



107,024



283.9
%


(99.0
)%


2,421



562



7,349



330.8
%


(92.4
)%Southeast


1,236



740



3,510



67.0
%


(78.9
)%


1,235



59



82



n/m



(28.0
)%Total

$
9,310


$
3,389


$
115,737



174.7
%


(97.1
)%

$
4,080


$
620


$
9,570



558.1
%


(93.5
)%   Fiscal
    2010 versus 2009
    Fiscal
    2009 versus 2008
    Derivative Instruments and Hedging
    Activities.
  Liquidity and Capital Resources.
         46




---



##### Table of Contents



and/or
  Stock Repurchases and Dividends Paid
   47




---



##### Table of Contents



Off-Balance Sheet Arrangements and Aggregate Contractual
    Commitments. 6-year
          in thousands
  Payments Due by PeriodLess than 1








More than 5Contractual Obligations

Total


Year


1-3 Years


3-5 Years


YearsSenior Notes, Senior Secured Notes & other notes
    payable

$
1,230,968


$
9,307


$
15,204


$
374,575


$
831,882Interest commitments under Senior Notes, Senior Secured
    Notes & other notes payable(1)


787,310



104,400



197,660



181,540



303,710Obligations related to lots under option


221,341



77,189



88,385



29,614



26,153Operating leases


24,683



7,534



11,792



4,104



1,253Uncertain tax positions(2)


















Total

$
2,264,302


$
198,430


$
313,041


$
589,833


$
1,162,998     (1)
    
    Interest on variable rate obligations is based on rates
    effective as of September 30, 2010.(2)
    
    Due to the uncertainty of the timing of settlement with taxing
    authorities, the Company is unable to make reasonably reliable
    estimates of the period of cash settlement of unrecognized tax
    benefits related to uncertain 48




---



##### Table of Contents



tax positions. See Note 9 to Consolidated Financial
    Statements for additional information regarding the
    Companys unrecognized tax benefits as of
    September 30, 2010.    Recently Adopted Accounting Pronouncements. Fair Value
    Measurements (ASC 820) 157-2, Effective Date of FASB Statement No. 157 (ASC 820)
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an Amendment of ARB 51
  03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions are Participating Securities FSP 03-6-1 Earnings per Share FSP 03-6-1
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlement) 14-1 14-1 14-1
  Recent
    Accounting Pronouncements Not Yet Adopted.
  Amendments to FASB Interpretation No. 46(R)
 49




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   50




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data Beazer
    Homes USA, Inc.



Consolidated
    Statements of Operations  Fiscal Year Ended September 30,2010


2009


2008(In thousands, except share and per share amounts)Total revenue

$
1,009,841


$
971,703


$
1,736,727Home construction and land sales expenses


874,197



860,733



1,580,768Inventory impairments and option contract abandonments


50,036



95,216



403,402Gross profit (loss)


85,608



15,754



(247,443
)Selling, general and administrative expenses


186,556



222,691



298,274Depreciation and amortization


12,874



18,392



23,802Goodwill impairment






16,143



48,105Operating loss


(113,822
)


(241,472
)


(617,624
)Equity in loss of unconsolidated joint ventures


(8,807
)


(12,112
)


(57,819
)Gain on extinguishment of debt


43,901



144,503



Other expense, net


(69,543
)


(74,791
)


(35,405
)Loss from continuing operations before income taxes


(148,271
)


(183,872
)


(710,848
)(Benefit from) provision for income taxes


(118,355
)


(8,350
)


68,951Loss from continuing operations


(29,916
)


(175,522
)


(779,799
)Loss from discontinued operations, net of tax


(4,133
)


(13,861
)


(172,113
)Net loss

$
(34,049
)

$
(189,383
)

$
(951,912
)Weighted average number of shares:Basic and diluted


59,801



38,688



38,549Basic and diluted loss per share:Continuing operations

$
(0.50
)

$
(4.54
)

$
(20.23
)Discontinued operations

$
(0.07
)

$
(0.36
)

$
(4.46
)Total

$
(0.57
)

$
(4.90
)

$
(24.69
)Cash dividends per share

$



$



$
    51




---



##### Table of Contents



Beazer
    Homes USA, Inc.



Consolidated
    Balance Sheets  September 30,


September 30,2010


2009(In thousands, except share and per share amounts)ASSETSCash and cash equivalents

$
537,121


$
507,339Restricted cash


39,200



49,461Accounts receivable (net of allowance of $3,567 and $7,545,
    respectively)


32,647



28,405Income tax receivable


7,684



9,922InventoryOwned inventory


1,153,703



1,265,441Consolidated inventory not owned


49,958



53,015Total inventory


1,203,661



1,318,456Investments in unconsolidated joint ventures


8,721



30,124Deferred tax assets, net


7,779



7,520Property, plant and equipment, net


23,995



25,939Other assets


42,094



52,244Total assets

$
1,902,902


$
2,029,410LIABILITIES AND STOCKHOLDERS EQUITYTrade accounts payable

$
53,418


$
70,285Other liabilities


210,170



227,315Obligations related to consolidated inventory not owned


30,666



26,356Total debt (net of discounts of $23,617 and $27,257,
    respectively)


1,211,547



1,508,899Total liabilities


1,505,801



1,832,855Stockholders equity:Preferred stock (par value $.01 per share, 5,000,000 shares
    authorized, no shares issued)






Common stock (par value $0.001 per share,
    180,000,000 shares authorized, 75,669,381 and 43,150,472
    issued and 75,669,381 and 39,793,316 outstanding, respectively)


76



43Paid-in capital


618,612



568,019Accumulated deficit


(221,587
)


(187,538
)Treasury stock, at cost (0 and 3,357,156 shares,
    respectively)






(183,969
)Total stockholders equity


397,101



196,555Total liabilities and stockholders equity

$
1,902,902


$
2,029,410    52




---



##### Table of Contents



Beazer
    Homes USA, Inc.



Consolidated
    Statement of Stockholders Equity  Preferred


Common


Paid in


Accumulated


TreasuryStock


Stock


Capital


Deficit


Stock


Total($ in thousands)Balance, September 30, 2007

$



$
43


$
543,705


$
963,869


$
(183,895
)

$
1,323,722Net loss and comprehensive loss














(951,912
)






(951,912
)Amortization of nonvested stock awards










6,160











6,160Amortization of stock option awards










6,404











6,404Tax benefit from stock transactions










(1,158
)










(1,158
)Issuance of bonus stock (43,075 shares)










1,799











1,799Adoption of FIN 48














(10,112
)






(10,112
)Common stock redeemed (7,255 shares)


















(52
)


(52
)Balance, September 30, 2008






43



556,910



1,845



(183,947
)


374,851Net loss and comprehensive loss














(189,383
)






(189,383
)Amortization of nonvested stock awards










6,562











6,562Amortization of stock option awards










5,277











5,277Tax benefit from stock transactions










(2,273
)










(2,273
)Issuance of bonus stock (27,708 shares)










1,543











1,543Issuance of restricted stock (544,143 shares)






















Common stock redeemed (14,393 shares)


















(22
)


(22
)Balance, September 30, 2009






43



568,019



(187,538
)


(183,969
)


196,555Net loss and comprehensive loss














(34,049
)






(34,049
)Amortization of nonvested stock awards










5,552











5,552Amortization of stock option awards










5,817











5,817Tax benefit from stock transactions










(3,099
)










(3,099
)Issuance of bonus stock (67,358 shares)










2,337











2,337Issuance of restricted stock (1,006,145 shares)






1



(1
)










Issuance of prepaid stock purchase contracts










57,429











57,429Common stock issued (34,925,000 shares)






35



166,683











166,718Common stock redeemed (32,944 shares)










(25
)






(134
)


(159
)Treasury stock utilized (3,384,466 shares)






(3
)


(184,100
)






184,103



Balance, September 30, 2010

$



$
76


$
618,612


$
(221,587
)

$



$
397,101    53




---



##### Table of Contents



Beazer
    Homes USA, Inc.



Consolidated
    Statements of Cash Flows Fiscal Year Ended September 30,2010


2009


2008(In thousands)Cash flows from operating activities:Net loss

$
(34,049
)

$
(189,383
)

$
(951,912
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


13,405



18,884



27,709Stock-based compensation expense


11,369



11,839



12,564Inventory impairments and option contract abandonments


51,839



107,127



510,628Goodwill impairment






16,143



52,470Deferred income tax (benefit) provision


(259
)


12,696



260,410Provision for doubtful accounts


(3,978
)


(1,370
)


8,710Excess tax benefit from equity-based compensation


3,099



2,273



1,158Equity in loss of unconsolidated joint ventures


24,350



14,275



81,314Cash distributions of income from unconsolidated joint ventures


208



2,991



2,439Gain on extinguishment of debt


(44,602
)


(148,077
)


Changes in operating assets and liabilities:(Increase) decrease in accounts receivable


(264
)


19,520



(7,820
)Decrease (increase) in income tax receivable


2,238



163,578



(109,519
)Decrease in inventory


82,504



208,371



572,746Decrease in other assets


3,835



25,072



49,600Decrease in trade accounts payable


(16,867
)


(20,086
)


(27,916
)Decrease in other liabilities


(22,530
)


(150,260
)


(161,113
)Other changes


(613
)


232



(5,901
)Net cash provided by operating activities


69,685



93,825



315,567Cash flows from investing activities:Capital expenditures


(10,849
)


(7,034
)


(10,566
)Investments in unconsolidated joint ventures


(5,602
)


(25,537
)


(13,758
)Increases in restricted cash


(37,439
)


(72,168
)


(109,609
)Decreases in restricted cash


47,700



23,004



114,483Distributions from unconsolidated joint ventures






2,054



1,050Net cash used in investing activities


(6,190
)


(79,681
)


(18,400
)Cash flows from financing activities:Repayment of debt


(619,806
)


(305,399
)


(143,625
)Proceeds from issuance of new debt


374,438



223,750



Debt issuance costs


(9,234
)


(7,195
)


(22,335
)Proceeds from issuance of common stock


166,718







Proceeds from issuance of TEU prepaid stock purchase contracts


57,429







Common stock redeemed


(159
)


(22
)


(52
)Excess tax benefit from equity-based compensation


(3,099
)


(2,273
)


(1,158
)Net cash used in financing activities


(33,713
)


(91,139
)


(167,170
)Increase (decrease) in cash and cash equivalents


29,782



(76,995
)


129,997Cash and cash equivalents at beginning of period


507,339



584,334



454,337Cash and cash equivalents at end of period

$
537,121


$
507,339


$
584,334    54




---



##### Table of Contents



Beazer
    Homes USA, Inc.



Notes to
    Consolidated Financial Statements  (1)
    Summary
    of Significant Accounting Policies  Organization. Subsequent Events
  Presentation.
  Cash and Cash Equivalents and Restricted
    Cash.
  Accounts Receivable.
  Inventory. Consolidation of Variable Interest Entities and/or Product Financing
    Arrangements
 55




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##### Table of Contents



Investments in Unconsolidated Joint
    Ventures. SOP 78-9, Accounting for Investments in Real Estate Ventures The Equity Method of
    Accounting for Investments in Common Stock other-than-temporary. Investments in
    Unconsolidated Joint Ventures
  Property, Plant and Equipment.
  Buildings

15  30 yearsComputer and office equipment

3  10 yearsInformation systems

Lesser of estimated useful life of the asset or 5 yearsFurniture and fixtures

3  7 yearsModel and sales office improvements

Lesser of estimated useful life of the asset or estimated useful
    life of the communityLeasehold improvements

Lesser of the lease term or the estimated useful life of the
    asset   Inventory Valuation  Held for
    Development. Accounting for the Impairment or Disposal
    of Long-Lived Assets
      
    Actual Net Contribution Margin (defined as
    homebuilding revenues less homebuilding costs and direct selling
    expenses) for homes closed in the current fiscal quarter, fiscal
    year to date and prior two fiscal 56




---



##### Table of Contents



quarters. Homebuilding costs include land and land development
    costs (based upon an allocation of such costs, including costs
    to complete the development, or specific lot costs), home
    construction costs (including an estimate of costs, if any, to
    complete home construction), previously capitalized indirect
    costs (principally for construction supervision), capitalized
    interest and estimated warranty costs Direct selling expenses
    include commissions, closing costs and amortization related to
    model home furnishings and improvements;  
    Projected Net Contribution Margin for homes in backlog;
    Actual and trending new orders and cancellation rates;
    Actual and trending base home sales prices and sales incentives
    for home sales that occurred in the prior two fiscal quarters
    that remain in backlog at the end of the fiscal quarter and
    expected future homes sales prices and sales incentives and
    absorption over the expected remaining life of the community;
    A comparison of our community to our competition to include,
    among other things, an analysis of various product offerings
    including, the size and style of the homes currently offered for
    sale, community amenity levels, availability of lots in our
    community and our competitions, desirability and
    uniqueness of our community and other market factors; and
    Other events that may indicate that the carrying value may not
    be recoverable.         57




---



##### Table of Contents



Asset Valuation  Land Held for Future
    Development.
  Asset Valuation  Land Held for
    Sale.
  
    management has the authority and commits to a plan to sell the
    land;
    the land is available for immediate sale in its present
    condition;
    there is an active program to locate a buyer and the plan to
    sell the property has been initiated;
    the sale of the land is probable within one year;
    the property is being actively marketed at a reasonable sale
    price relative to its current fair value; and
    it is unlikely that the plan to sell will be withdrawn or that
    significant changes to the plan will be made.        Goodwill.
 58




---



##### Table of Contents



Fiscal 2009


September 30,October 1, 2008


Impairments


2009(In thousands)West

$
6,885


$
(6,885
)

$
East


9,258



(9,258
)


Total

$
16,143


$
(16,143
)

$
   Other Assets.
  Income Taxes. Accounting for Income Taxes
    and Accounting for
    Uncertainty in Income Taxes - An Interpretation of FASB
    Statement No. 109
  Other Liabilities.
  September 30, 2010


September 30, 2009(In thousands)Income tax liabilities

$
53,508


$
50,850Accrued warranty expenses


25,821



30,100Accrued interest


35,477



32,533Accrued and deferred compensation


31,474



29,379Customer deposits


3,678



5,507Other


60,212



78,946Total

$
210,170


$
227,315   Income Recognition and Classification of
    Costs. percentage-of-completion Accounting for Sales
    of Real-Estate and No. 06-8, Applicability of the Assessment of a Buyers Continuing
    Investment under FASB Statement No. 66, Accounting for
    Sales of Real Estate, for Sales of Condominium
  Discontinued Operations
 59




---



##### Table of Contents



and/or
        Earnings Per Share (EPS).
  Fair Value Measurements.
  Stock-Based Compensation. Share-Based Payme
   60




---



##### Table of Contents



Use of Estimates.
  Recently Adopted Accounting Pronouncements. Fair Value
    Measurements (ASC 820) 157-2, Effective Date of FASB Statement No. 157 (ASC 820)
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an Amendment of ARB 51
  03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions are Participating Securities FSP 03-6-1 Earnings per Share FSP 03-6-1
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlement) 14-1 14-1
 61




---



##### Table of Contents



14-1
  Recent Accounting Pronouncements Not Yet Adopted.
  Amendments to FASB Interpretation No. 46(R)
  (2)
    Supplemental
    Cash Flow Information  (in
    thousands)
  2010


2009


2008Supplemental disclosure of non-cash activity:Increase (decrease) in obligations related to consolidated
    inventory not owned

$
4,310


$
(44,252
)

$
(107,323
)Non-cash land acquisitions


515



16,860



33,285Issuance of stock under deferred bonus stock plans


2,337



1,543



1,799Decrease in retained earnings from FIN 48 adoption










(10,112
)Supplemental disclosure of cash activity:Interest payments


113,885



129,724



133,482Income tax payments


655



9,692



2,879Tax refunds received


135,803



172,465



59,242   (3)
    
    Investments in Unconsolidated Joint Ventures    2010


2009(In thousands)Beazers investment in joint ventures

$
8,721


$
30,124Total equity of joint ventures


94,392



328,875Total outstanding borrowings of joint ventures


394,301



422,682Beazers estimate of its maximum exposure to our
    loan-to-value
    maintenance guarantees






3,850Beazers estimate of its maximum exposure to our repayment
    guarantees


15,789



15,789    62




---



##### Table of Contents



2010


2009


2008(In thousands)Continuing operations:Income (loss) from joint venture activity

$
10


$
518


$
(12,527
)Impairment of joint venture investment


(8,817
)


(12,630
)


(45,292
)Equity in loss of unconsolidated joint ventures

$
(8,807
)

$
(12,112
)

$
(57,819
)Reported in loss from discontinued operations, net of tax(Loss) income from joint venture activity

$
(32
)

$



$
4Impairment of joint venture investment


(15,511
)


(2,163
)


(23,499
)Equity in loss of unconsolidated joint ventures 
    discontinued operations

$
(15,543
)

$
(2,163
)

$
(23,495
)   and/or loan-to-value
     63




---



##### Table of Contents



loan-to-value
  Guarantors Accounting and Disclosure Requirements for
    Guarantees, Including Indirect Guarantees of Indebtedness of
    Oth
  Construction
    Completion Guarantees
    Loan-to-Value
    Maintenance Agreements
  loan-to-value loan-to-value
 64




---



##### Table of Contents



Repayment
    Guarantees
    Environmental
    Indemnities
    (4)
    Inventory  September 30, 2010


September 30, 2009(In thousands)Homes under construction

$
210,104


$
219,724Development projects in progress


444,062



487,457Land held for future development


382,889



417,834Land held for sale


36,259



42,470Capitalized interest


36,884



38,338Model homes


43,505



59,618Total owned inventory

$
1,153,703


$
1,265,441    65




---



##### Table of Contents



in thousands
  September 30, 2010


September 30, 2009Held for


Land


Total





Held for


Land Held


TotalProjects in


Future


Held


Owned


Projects in


Future


for


OwnedProgress


Development


for Sale


Inventory


Progress


Development


Sale


InventoryWest Segment

$
281,912


$
311,472


$
5,273


$
598,657


$
276,348


$
345,050


$
8,171


$
629,569East Segment


269,210



47,381



1,376



317,967



318,888



48,748



2,927



370,563Southeast Segment


121,509



24,036







145,545



136,015



24,036







160,051Unallocated


53,157











53,157



56,992











56,992Discontinued Operations


8,767







29,610



38,377



16,894







31,372



48,266Total

$
734,555


$
382,889


$
36,259


$
1,153,703


$
805,137


$
417,834


$
42,470


$
1,265,441     Inventory Impairments. (in
    thousands)
  Fiscal Year Ended September 30,2010


2009


2008Development projects and homes in process (Held for Development)West

$
18,056


$
42,704


$
145,710East


18,703



6,383



70,152Southeast


7,973



24,536



53,103Unallocated


3,404



5,116



21,769Subtotal

$
48,136


$
78,739


$
290,734Land Held for SaleWest

$
1,061


$
9,357


$
8,505East






1,071



16,883Southeast






2,094



35,793Subtotal

$
1,061


$
12,522


$
61,181Lot Option AbandonmentsWest

$
783


$
99


$
14,893East


35



2,884



9,850Southeast


21



972



26,744Subtotal

$
839


$
3,955


$
51,487Continuing Operations

$
50,036


$
95,216


$
403,402Discontinued OperationsHeld for Development

$
781


$
1,477


$
21,888Land Held for Sale


1,003



9,370



55,593Lot Option Abandonments


19



1,064



29,745Subtotal

$
1,803


$
11,911


$
107,226Total Company

$
51,839


$
107,127


$
510,628  66




---



##### Table of Contents



$ in millions
  2010

2009

2008Discount Rate  low


14
%


17
%


16
%Discount Rate  high


20
%


22
%


23
%Continuing operationsCommunities impaired


26



34



103Lots impaired


1,855



3,361



8,838Estimated fair value

$
68.3


$
103.7


$
363.7Discontinued operationsCommunities impaired


3



1



37Lots impaired


40



121



641Estimated fair value

$
4.5


$
2.4


$
47.9       Lot Option Agreements and Abandonments.
   67




---



##### Table of Contents



(5)
    Interest  in
    thousands
  Fiscal Year Ended September 30,2010


2009


2008Capitalized interest in inventory, beginning of year

$
38,338


$
45,977


$
87,560Interest incurred


127,316



133,481



139,659Capitalized interest impaired


(2,313
)


(3,376
)


(13,795
)Interest expense not qualified for capitalization and included
    as other expense


(74,214
)


(83,030
)


(55,185
)Capitalized interest amortized to house construction and land
    sales expenses


(52,243
)


(54,714
)


(112,262
)Capitalized interest in inventory, end of year

$
36,884


$
38,338


$
45,977  68




---



##### Table of Contents



(6)
    Property,
    Plant and Equipment  (in thousands)
  September 30,2010


2009Building

$
2,378


$
2,378Model and sales office improvements


43,147



57,010Leasehold improvements


6,875



8,298Computer and office equipment


13,306



18,709Information systems


20,078



25,148Furniture and fixtures


7,069



8,16892,853



119,711Less: Accumulated depreciation


(68,858
)


(93,772
)$
23,995


$
25,939   (7)
    Borrowings  (in thousands)
  Maturity Date

September 30, 2010


September 30, 2009Secured Revolving Credit Facility

August 2011

$



$
85/8% Senior
    Notes

May 2011






127,25483/8% Senior
    Notes

April 2012






303,59961/2% Senior
    Notes

November 2013


164,473



164,47367/8% Senior
    Notes

July 2015


209,454



209,45481/8% Senior
    Notes

June 2016


180,879



180,87912% Senior Secured Notes

October 2017


250,000



250,00091/8% Senior
    Notes

June 2018


300,000



TEU Senior Amortizing Notes

August 2013


14,594



45/8% Convertible
    Senior Notes

June 2024






154,500Unamortized debt discounts




(23,617
)


(27,257
)Total Senior Notes, net




1,095,783



1,362,902Mandatory Convertible Subordinated Notes

January 2013


57,500



Junior subordinated notes

July 2036


47,470



103,093Other secured notes payable

Various Dates


10,794



12,543Model home financing obligations

Various Dates






30,361Total debt, net



$
1,211,547


$
1,508,899  69




---



##### Table of Contents



(in thousands)
  Year Ending September 30,2011

$
9,3072012


8,3472013


6,8572014


164,7972015


209,778Thereafter


831,882Total

$
1,230,968   Secured Revolving Credit Facility
    Senior Notes
    5 8
 70




---



##### Table of Contents



3 8
    1 8 1 8
    5 8 3 8 1 2 7 8 1 8
    Mandatory Convertible Subordinated Notes 1 2
 71




---



##### Table of Contents



Junior Subordinated Notes
      Other Secured Notes Payable
    Model Home Financing Obligations Accounting for Leases
 72




---



##### Table of Contents



(8)
    Fair
    Value Measurements  Fair Value Measurement and Disclosures
  in thousands
  Level 1

Level 2

Level 3

TotalDevelopment projects in progress

$



$



$
72,806


$
72,806Land held for sale










2,419



2,419          73




---



##### Table of Contents



(in thousands):
  As of September 30, 2010


As of September 30, 2009Carrying





CarryingAmount


Fair Value


Amount


Fair ValueSenior Notes

$
1,095,783


$
1,093,855


$
1,362,902


$
1,200,612Mandatory Convertible Subordinated Notes


57,500



61,525







Junior Subordinated Notes


47,470



47,470



103,093



52,377$
1,200,753


$
1,202,850


$
1,465,995


$
1,252,989     (9)
    Income
    Taxes  (in thousands)
  Fiscal Year Ended September 30,2010


2009


2008Current federal

$
(4,528
)

$
(13,024
)

$
(139,877
)Current state


65



(162
)


(3,005
)Deferred federal


(114,151
)


1,459



204,601Deferred state


259



3,197



7,232Total

$
(118,355
)

$
(8,530
)

$
68,951   (in
    thousands)
  Fiscal Year Ended September 30,2010


2009


2008Income tax computed at statutory rate

$
(51,895
)

$
(64,355
)

$
(248,797
)State income taxes, net of federal benefit


(5,756
)


(2,936
)


6,542Penalties






5,146



Impairment of non-deductible goodwill






5,157



16,446Valuation allowance


(63,912
)


45,128



298,080Other, net


3,208



3,330



(3,320
)Total

$
(118,355
)

$
(8,530
)

$
68,951  74




---



##### Table of Contents



(in thousands)
  September 30,2010


2009Deferred tax assets:Warranty and other reserves

$
15,316


$
22,407Incentive compensation


19,170



15,660Property, equipment and other assets


2,137



4,803Federal and state tax carryforwards


206,119



186,088Inventory adjustments


183,235



191,119FIN 48


39,279



39,083Deferred revenue






132Other


3,578



1,567Total deferred tax assets


468,834



460,859Deferred tax liabilties:Deferred revenues


(57,247
)


Total deferred tax liabilities


(57,247
)


Net deferred tax assets before valuation allowance


411,587



460,859Valuation allowance


(403,808
)


(453,339
)Net deferred tax assets

$
7,779


$
7,520   The Worker, Homeownership
    and Business Act of 2009
      ASC 740-10 ASC 740-10
 75




---



##### Table of Contents



September 30,2010(In thousands)Deferred tax assets:Subject to annual limitation

$
79,492Generally not subject to annual limitation


206,134Certain components likely to be subject to annual limitation


183,208Total deferred tax assets


468,834Deferred tax liabilities


(57,247
)Net deferred tax assets before valuation allowance


411,587Valuation allowance


(403,808
)Net deferred tax assets

$
7,779    76




---



##### Table of Contents



in
    thousands
  Fiscal Year Ended September 30,2010


2009


2008Balance at beginning of year

$
41,848


$
57,916


$
72,500Reductions in tax positions related to current year


(3,435
)


(3,527
)


891Additions for tax positions related to prior years


11,533



211



12,232Reductions for tax positions of prior years


(289
)


(219
)


(22,440
)Settlements with taxing authorities


(319
)


(8,572
)


(3,767
)Lapse of statute of limitations


(2,067
)


(3,961
)


(1,500
)Balance at end of year

$
47,271


$
41,848


$
57,916       (10)
    Leases  (in
    thousands)
  Year Ending September 30,2011

$
7,5342012


6,3732013


5,4192014


2,4612015


1,643Thereafter


1,253Total

$
24,683   (11)
    
    Stockholders Equity  Preferred Stock.
 77




---



##### Table of Contents



Common
    Stock Transactions
      Common Stock Repurchases.
    Dividends.
  (12)
    Retirement
    Plan and Incentive Awards  401(k) Retirement Plan.
  Deferred Compensation Plan.
 78




---



##### Table of Contents



Stock Incentive Plans.
  Stock Option and SSAR Awards.
    2010


2009


2008Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseFiscal Year Ended September 30,

Shares


Price


Shares


Price


Shares


PriceOutstanding at beginning of year


2,108,914


$
33.07



1,848,995


$
45.78



2,052,379


$
45.01Granted


1,006,145



5.69



671,600



3.94







Exercised






















Forfeited


(38,794
)


18.16



(34,761
)


44.28



(111,670
)


46.55Cancelled/exchanged


(465,933
)


33.04



(292,969
)


43.05







Expired


(31,978
)


27.51



(83,951
)


40.41



(91,714
)


27.71Outstanding at end of year


2,578,354


$
22.69



2,108,914


$
33.07



1,848,995


$
45.78Exercisable at end of year


770,658


$
41.59



773,869


$
40.40



704,762


$
29.31     Fiscal Year Ended September 30,

2010


2009Expected life of options


4.8 years



5.06 yearsExpected volatility


50.00
%


99.49
%Expected discrete dividends






Weighted average risk-free interest rate


2.33
%


2.75
%Weighted average fair value

$
2.55


$
2.97    79




---



##### Table of Contents



Stock Options/SSARs Outstanding


Stock Options/SSARs ExercisableWeighted








WeightedAverage


Weighted





Average


WeightedRange of




Contractual


Average





Contractual


AverageExercise

Number


Remaining


Exercise


Number


Remaining


ExercisePrices

Outstanding


Life (Years)


Price


Exercisable


Life (Years)


Price$3 - $9


1,659,344



6.32


$
5.00



217,733



5.87


$
3.94$18 - $21


51,003



2.27



19.67



51,003



2.27



19.67$24 - $29


18,000



1.35



28.81



18,000



1.35



28.81$30 - $39


269,788



3.53



34.05



93,318



3.44



34.13$40 - $49


11,374



3.36



43.10



11,374



3.36



43.10$68 - $69


568,845



2.34



68.56



379,230



2.34



68.56$3 - $69


2,578,354



5.02


$
22.69



770,658



3.46


$
41.59   Nonvested Stock Awards.
   80




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##### Table of Contents



Weighted AverageShares


Fair ValueBeginning of year


1,126,880


$
27.66Granted


1,006,145



5.69Vested


(201,514
)


33.21Forfeited


(91,524
)


40.39End of year


1,839,987


$
14.41     (13)
    Contingencies  Accounting for Contingencies
  Warranty Reserves.
     81




---



##### Table of Contents



in
    thousands
  Fiscal Year Ended September 30,2010


2009


2008Balance at beginning of period

$
30,100


$
40,822


$
57,053Accruals for warranties issued


6,827



7,543



14,909Changes in liability related to warranties existing in prior
    periods


3,308



(3,294
)


(3,279
)Payments made


(14,414
)


(14,971
)


(27,861
)Balance at end of period

$
25,821


$
30,100


$
40,822   Litigation
  ERISA Class Actions.
  Homeowners Class Action Lawsuits and Multi-Plaintiff
    Lawsuit. § 75-1.1
 82




---



##### Table of Contents



and/or and/or
     83




---



##### Table of Contents



Other
    Matters
  Form 10-K, form 10-K.
       84




---



##### Table of Contents



(14)
    Segment
    Information  Disclosures About Segments of an
    Enterprise and Related Information
  West:
  East:
    Delaware, Indiana, Maryland, New Jersey, New York, Pennsylvania,
    Tennessee (Nashville) and Virginia  Southeast:
    Fiscal Year Ended September 30,2010


2009


2008RevenueWest

$
364,530


$
409,168


$
656,471East


451,162



374,618



721,432Southeast


194,149



187,917



358,824Continuing Operations

$
1,009,841


$
971,703


$
1,736,727   85




---



##### Table of Contents



Fiscal Year Ended September 30,2010


2009


2008Operating income (loss)West

$
1,120


$
(31,889
)

$
(139,340
)East


11,329



(2,722
)


(60,921
)Southeast


(518
)


(32,151
)


(114,201
)Segment total


11,931



(66,762
)


(314,462
)Corporate and unallocated(a)


(125,753
)


(174,710
)


(303,162
)Total operating loss


(113,822
)


(241,472
)


(617,624
)Equity in loss of unconsolidated joint ventures


(8,807
)


(12,112
)


(57,819
)Gain on extinguishment of debt


43,901



144,503



Other expense, net


(69,543
)


(74,791
)


(35,405
)Loss from continuing operations before income taxes

$
(148,271
)

$
(183,872
)

$
(710,848
)   Fiscal Year Ended September 30,2010


2009


2008Depreciation and amortizationWest

$
5,161


$
6,692


$
8,626East


3,665



5,468



7,247Southeast


1,701



2,489



3,372Segment total


10,527



14,649



19,245Corporate and unallocated(a)


2,347



3,743



4,557Continuing Operations

$
12,874


$
18,392


$
23,802   September 30, 2010


September 30, 2009AssetsWest

$
630,376


$
657,831East


333,648



406,253Southeast


169,496



184,564Corporate and unallocated(b)


727,681



680,047Discontinued operations


41,701



100,715Consolidated total

$
1,902,902


$
2,029,410   Fiscal Year EndedSeptember 30,2010


2009Capital ExpendituresWest

$
3,939


$
1,834East


2,076



1,374Southeast


864



957Corporate and unallocated


3,866



2,557Discontinued operations


104



312Consolidated total

$
10,849


$
7,034  86




---



##### Table of Contents



a.
    
    Corporate and unallocated includes the amortization of
    capitalized interest and numerous shared services functions that
    benefit all segments, the costs of which are not allocated to
    the operating segments reported above including information
    technology, national sourcing and purchasing, treasury,
    corporate finance, legal, branding and other national marketing
    costs. Fiscal 2010 includes $10.2 million of
    support-related costs related to the Companys assistance
    in on-going government investigations (see Note 13). Fiscal
    2009 includes $8.3 million of investigation-related costs
    and approximately $16 million for obligations related to
    the government investigations (see Note 13). Fiscal 2008
    includes $31.8 million of investigation-related costs.
    Fiscal 2009 and 2008 include $16.1 million and
    $48.1 million of non-cash goodwill impairment charges to
    write-off all of the goodwill allocated to certain
    underperforming markets (see Note 1).b.
    
    Primarily consists of cash and cash equivalents, consolidated
    inventory not owned, income tax receivable, deferred taxes, and
    capitalized interest and other corporate items that are not
    allocated to the segments.  (15)
    Discontinued
    Operations         87




---



##### Table of Contents



in
    thousands
  Fiscal Year Ended September 30,2010


2009


2008Total revenue

$
33,167


$
51,499


$
341,053Home construction and land sales expenses


27,134



42,596



305,743Inventory impairments and lot option abandonments


1,803



11,911



107,226Gross profit (loss)


4,230



(3,008
)


(71,916
)Selling, general and administrative expenses


7,517



11,488



53,126Depreciation and amortization


531



492



3,907Goodwill impairment










4,365Operating loss


(3,818
)


(14,988
)


(133,314
)Equity in loss of unconsolidated joint ventures


(15,543
)


(2,163
)


(23,495
)Gain on extinguishment of debt






3,574



Other income (expense), net


395



(1,010
)


508Loss from discontinued operations before income taxes


(18,966
)


(14,587
)


(156,301
)(Benefit from) provision for income taxes


(14,833
)


(726
)


15,812Loss from discontinued operations, net of tax

$
(4,133
)

$
(13,861
)

$
(172,113
)     in thousands
  2010


2009ASSETSCash and cash equivalents

$
462


$
606Accounts receivable


2,214



36,200Inventory


38,377



48,266Other


648



15,643Assets of discontinued operations

$
41,701


$
100,715LIABILITIESTrade accounts payable and other liabilities

$
7,903


$
10,500Accrued warranty expenses


6,208



7,802Other secured notes payable






Liabilities of discontinued operations

$
14,111


$
18,302   (16)
    Supplemental
    Guarantor Information   88




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Balance Sheet Information
 September 30,
    2010
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)ASSETSCash and cash equivalents

$
530,847


$
8,343


$
200


$
(2,269
)

$
537,121Restricted cash


38,781



419











39,200Accounts receivable (net of allowance of $3,567)






32,632



15







32,647Income tax receivable


7,684















7,684Owned inventory






1,153,703











1,153,703Consolidated inventory not owned






49,958











49,958Investments in unconsolidated joint ventures


773



7,948











8,721Deferred tax assets


7,779















7,779Property, plant and equipment, net






23,995











23,995Investments in subsidiaries


233,507











(233,507
)


Intercompany


846,471



(857,409
)


8,669



2,269



Other assets


20,434



17,163



4,497







42,094Total assets

$
1,686,276


$
436,752


$
13,381


$
(233,507
)

$
1,902,902LIABILITIES AND STOCKHOLDERS EQUITYTrade accounts payable

$



$
53,418


$



$



$
53,418Other liabilities


87,354



118,534



4,282







210,170Intercompany


1,068







(1,068
)






Obligations related to consolidated inventory not owned






30,666











30,666Total debt (net of discounts of $23,617)


1,200,753



10,794











1,211,547Total liabilities


1,289,175



213,412



3,214







1,505,801Stockholders equity


397,101



223,340



10,167



(233,507
)


397,101Total liabilities and stockholders equity

$
1,686,276


$
436,752


$
13,381


$
(233,507
)

$
1,902,902  89




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Balance Sheet Information
 September 30,
    2009
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)ASSETSCash and cash equivalents

$
495,692


$
11,482


$
2,915


$
(2,750
)

$
507,339Restricted cash


48,326



1,135











49,461Accounts receivable (net of allowance of $7,545)






28,377



28







28,405Income tax receivable


9,922















9,922Owned inventory






1,265,441











1,265,441Consolidated inventory not owned






53,015











53,015Investments in unconsolidated joint ventures


3,093



27,031











30,124Deferred tax assets


7,520















7,520Property, plant and equipment, net






25,939











25,939Investments in subsidiaries


210,730











(210,730
)


Intercompany


977,956



(984,511
)


3,805



2,750



Other assets


26,750



22,419



3,075







52,244Total assets

$
1,779,989


$
450,328


$
9,823


$
(210,730
)

$
2,029,410LIABILITIES AND STOCKHOLDERS EQUITYTrade accounts payable

$



$
70,285


$



$



$
70,285Other liabilities


86,717



134,655



5,943







227,315Intercompany


361







(361
)






Obligations related to consolidated inventory not owned






26,356











26,356Total debt (net of discounts of $27,257)


1,496,356



12,543











1,508,899Total liabilities


1,583,434



243,839



5,582







1,832,855Stockholders equity


196,555



206,489



4,241



(210,730
)


196,555Total liabilities and stockholders equity

$
1,779,989


$
450,328


$
9,823


$
(210,730
)

$
2,029,410  90




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Operations Information
 Fiscal
    Year Ended September 30, 2010
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)Total revenue

$



$
1,008,039


$
1,802


$



$
1,009,841Home construction and land sales expenses


52,243



821,954











874,197Inventory impairments and option contract abandonments


2,313



47,723











50,036Gross (loss) profit


(54,556
)


138,362



1,802







85,608Selling, general and administrative expenses






186,446



110







186,556Depreciation and amortization






12,874











12,874Goodwill impairment


















Operating (loss) income


(54,556
)


(60,958
)


1,692







(113,822
)Equity in loss of unconsolidated joint ventures






(8,807
)










(8,807
)Gain on extinguishment of debt


43,625



276











43,901Other (expense) income, net


(74,214
)


4,592



79







(69,543
)(Loss) income before income taxes


(85,145
)


(64,897
)


1,771







(148,271
)(Benefit from) provision for income taxes


(33,099
)


(85,876
)


620







(118,355
)Equity in income of subsidiaries


22,130











(22,130
)


Net (loss) income from continuing operations


(29,916
)


20,979



1,151



(22,130
)


(29,916
)Net loss from discontinued operations






(4,128
)


(5
)






(4,133
)Equity in loss of subsidiaries


(4,133
)










4,133



Net (loss) income

$
(34,049
)

$
16,851


$
1,146


$
(17,997
)

$
(34,049
)  91




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Operations Information
 Fiscal
    Year Ended September 30, 2009
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)Total revenue

$



$
971,099


$
604


$



$
971,703Home construction and land sales expenses


54,714



806,019











860,733Inventory impairments and option contract abandonments


3,376



91,840











95,216Gross (loss) profit


(58,090
)


73,240



604







15,754Selling, general and administrative expenses






222,784



(93
)






222,691Depreciation and amortization






18,392











18,392Goodwill impairment






16,143











16,143Operating (loss) income


(58,090
)


(184,079
)


697







(241,472
)Equity in loss of unconsolidated joint ventures






(12,112
)










(12,112
)Gain on extinguishment of debt


130,229



14,274











144,503Other (expense) income, net


(83,030
)


8,499



(260
)






(74,791
)(Loss) income before income taxes


(10,891
)


(173,418
)


437







(183,872
)(Benefit from) provision for income taxes


(3,761
)


(4,742
)


153







(8,350
)Equity in loss of subsidiaries


(168,392
)










168,392



Net (loss) income from continuing operations


(175,522
)


(168,676
)


284



168,392



(175,522
)Net loss from discontinued operations






(13,813
)


(48
)






(13,861
)Equity in loss of subsidiaries


(13,861
)










13,861



Net (loss) income

$
(189,383
)

$
(182,489
)

$
236


$
182,253


$
(189,383
)  92




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Operations Information
 Fiscal
    Year Ended September 30, 2008
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)Total revenue

$



$
1,736,102


$
625


$



$
1,736,727Home construction and land sales expenses


112,262



1,468,506











1,580,768Inventory impairments and option contract abandonments


13,795



389,607











403,402Gross (loss) profit


(126,057
)


(122,011
)


625







(247,443
)Selling, general and administrative expenses






298,156



118







298,274Depreciation and amortization






23,802











23,802Goodwill impairment






48,105











48,105Operating (loss) income


(126,057
)


(492,074
)


507







(617,624
)Equity in loss of unconsolidated joint ventures






(57,819
)










(57,819
)Other (expense) income, net


(55,185
)


19,700



80







(35,405
)(Loss) income before income taxes


(181,242
)


(530,193
)


587







(710,848
)(Benefit from) provision for income taxes


(67,567
)


136,312



206







68,951Equity in loss of subsidiaries


(666,124
)










666,124



Net (loss) income from continuing operations


(779,799
)


(666,505
)


381



666,124



(779,799
)Net loss from discontinued operations






(172,028
)


(85
)






(172,113
)Equity in loss of subsidiaries


(172,113
)










172,113



Net (loss) income

$
(951,912
)

$
(838,533
)

$
296


$
838,237


$
(951,912
)  93




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Cash Flow Information
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesFiscal Year Ended September 30, 2010

USA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)Net cash (used in) provided by operating activities

$
(88,344
)

$
159,953


$
(1,924
)

$



$
69,685Cash flows from investing activities:Capital expenditures






(10,849
)










(10,849
)Investments in unconsolidated joint ventures






(5,602
)










(5,602
)Increases in restricted cash


(36,345
)


(1,094
)










(37,439
)Decreases in restricted cash


46,477



1,223











47,700Net cash provided by (used in) investing activities


10,132



(16,322
)










(6,190
)Cash flows from financing activities:Repayment of debt


(616,858
)


(2,948
)










(619,806
)Proceeds from issuance of new debt


373,238



1,200











374,438Debt issuance costs


(9,234
)














(9,234
)Proceeds from issuance of common stock


166,718















166,718Proceeds from issuance of TEU prepaid stock purchase contracts


57,429















57,429Common stock redeemed


(159
)














(159
)Excess tax benefit from equity-based compensation


(3,099
)














(3,099
)Advances to/from subsidiaries


145,332



(145,022
)


(791
)


481



Net cash provided by (used in) financing activities


113,367



(146,770
)


(791
)


481



(33,713
)Increase (decrease) in cash and cash equivalents


35,155



(3,139
)


(2,715
)


481



29,782Cash and cash equivalents at beginning of period


495,692



11,482



2,915



(2,750
)


507,339Cash and cash equivalents at end of period

$
530,847


$
8,343


$
200


$
(2,269
)

$
537,121  94




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Cash Flow Information
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesFiscal Year Ended September 30, 2009

USA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)Net cash provided by operating activities

$
29,731


$
60,587


$
3,507


$



$
93,825Cash flows from investing activities:Capital expenditures






(7,034
)










(7,034
)Investments in unconsolidated joint ventures






(25,537
)










(25,537
)Increases in restricted cash


(70,776
)


(1,392
)










(72,168
)Decreases in restricted cash


22,450



554











23,004Distributions from unconsolidated joint ventures






2,054











2,054Net cash used in investing activities


(48,326
)


(31,355
)










(79,681
)Cash flows from financing activities:Repayment of debt


(284,153
)


(21,246
)










(305,399
)Proceeds from debt issuance


223,750















223,750Debt issuance costs


(7,195
)














(7,195
)Common stock redeemed


(22
)














(22
)Tax benefit from stock transactions


(2,273
)














(2,273
)Advances to/from subsidiaries


8,324



(11,310
)


(597
)


3,583



Net cash (used in) provided by financing activities


(61,569
)


(32,556
)


(597
)


3,583



(91,139
)(Decrease)/increase in cash and cash equivalents


(80,164
)


(3,324
)


2,910



3,583



(76,995
)Cash and cash equivalents at beginning of period


575,856



14,806



5



(6,333
)


584,334Cash and cash equivalents at end of period

$
495,692


$
11,482


$
2,915


$
(2,750
)

$
507,339  95




---



##### Table of Contents



Beazer
    Homes USA, Inc.
    Consolidating Statement of Cash Flow Information
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesFiscal Year Ended September 30, 2008

USA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.(In thousands)Net cash provided by (used in) operating activities

$
51,886


$
264,388


$
(707
)

$



$
315,567Cash flows from investing activities:Capital expenditures






(10,568
)


2







(10,566
)Investments in unconsolidated joint ventures






(13,758
)










(13,758
)Increases in restricted cash






(109,609
)










(109,609
)Decreases in restricted cash






114,483











114,483Distributions from unconsolidated joint ventures






1,050











1,050Net cash (used in) provided by investing activities






(18,402
)


2







(18,400
)Cash flows from financing activities:Repayment of debt


(42,885
)


(100,740
)










(143,625
)Debt issuance costs


(22,335
)














(22,335
)Common stock redeemed


(52
)














(52
)Tax benefit from stock transactions


(1,158
)














(1,158
)Advances to/from subsidiaries


143,104



(140,140
)


(849
)


(2,115
)


Net cash provided by (used in) financing activities


76,674



(240,880
)


(849
)


(2,115
)


(167,170
)(Decrease)/increase in cash and cash equivalents


128,560



5,106



(1,554
)


(2,115
)


129,997Cash and cash equivalents at beginning of period


447,296



9,700



1,559



(4,218
)


454,337Cash and cash equivalents at end of period

$
575,856


$
14,806


$
5


$
(6,333
)

$
584,334  96




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control  Integrated Framework
  
    97




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM ON INTERNAL CONTROL
    OVER FINANCIAL REPORTING
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    98




---



##### Table of Contents



Quarterly
    Financial Data
  (unaudited)
  Quarter EndedDecember 31

March 31

June 30

September 30(In thousands, except per share data)Fiscal 2010Total revenue

$
213,073


$
192,455


$
329,539


$
274,774Gross profit(a)


18,379



24,878



37,800



4,551Operatingloss


(29,763
)


(21,678
)


(19,169
)


(43,212
)Net income (loss) from continuing operations(c)


44,507



6,155



(23,153
)


(57,425
)Basic EPS from continuing operations

$
1.15


$
0.11


$
(0.34
)

$
(0.78
)Diluted EPS from continuing operations

$
1.09


$
0.10


$
(0.34
)

$
(0.78
)Fiscal 2009Total revenue

$
209,626


$
181,212


$
215,280


$
365,585Gross profit (loss)(a)


10,526



(21,786
)


4,558



22,456Good willim pairment(b)


16,143











Operating loss


(61,374
)


(91,115
)


(48,674
)


(40,309
)Net (loss) income from continuing operations(c)


(77,921
)


(106,965
)


(24,145
)


33,509Basic EPS from continuing operations

$
(2.02
)

$
(2.77
)

$
(0.62
)

$
0.86Diluted EPS from continuing operations

$
(2.02
)

$
(2.77
)

$
(0.62
)

$
0.83     (a)
    
    Gross profit (loss) in fiscal 2010 and 2009 includes inventory
    impairment and option contract abandonments as follows:  Fiscal 2010


Fiscal 2009(In thousands)1st Quarter

$
8,550


$
12,3652nd Quarter


9,986



41,2513rd Quarter


5,019



11,7134th Quarter


26,481



29,887$
50,036


$
95,216  (b)
    
    In the first quarter of fiscal 2009, the Company recognized
    non-cash goodwill impairment charges to write off all of its
    remaining goodwill.(c)
    
    Net loss from continuing operations in fiscal 2010 and 2009
    include gain (loss) on extinguishment of debt (as follows). The
    first quarter of fiscal 2010 also included a tax benefit relate
    to The Worker, Homeownership and Business Act of 2009 (see
    Note 9 to the Consolidated Financial Statements).  Fiscal 2010


Fiscal 2009(In thousands)1st Quarter

$



$
2nd Quarter


52,946



3rd Quarter


(9,045
)


55,2144th Quarter






89,289$
43,901


$
144,503  99




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Form 10-K Rule 13a-14
  Managements
    Report on Internal Control over Financial
    Reporting
    
    Pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with GAAP, and that receipts and expenditures of the
    Company are being made only in accordance with authorizations of
    management and directors of the Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.    Changes
    in Internal Control over Financial Reporting
   100




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##### Table of Contents



Inherent
    Limitations over Internal Controls
    
    Judgments in decision-making can be faulty, and control and
    process breakdowns can occur because of simple errors or
    mistakes.
    Controls can be circumvented by individuals, acting alone or in
    collusion with each other, or by management override.
    The design of any system of controls is based in part on certain
    assumptions about the likelihood of future events, and there can
    be no assurance that any design will succeed in achieving its
    stated goals under all potential future conditions.
    Over time, controls may become inadequate because of changes in
    conditions or deterioration in the degree of compliance with
    associated policies or procedures.
    The design of a control system must reflect the fact that
    resources are constrained, and the benefits of controls must be
    considered relative to their costs.    Item 9B.
    Other
    Information           101




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Executive
    Officer Business Experience
  IAN J. MCCARTHY.
  ALLAN P. MERRILL. 13-year
  KENNETH F. KHOURY.
  ROBERT L. SALOMON.
  Code of
    Ethics
   102




---



##### 



Item 11.
    Executive
    Compensation    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  Form 10-K.
  (a)
    1.
    Financial Statements   
 PageHereinConsolidated Statements of Operations for the
    years ended September 30, 2010, 2009 and 2008


51Consolidated Balance Sheets as of
    September 30, 2010 and 2009


52Consolidated Statements of Stockholders
    Equity for the years ended September 30, 2010, 2009 and
    2008


53Consolidated Statements of Cash Flows for the
    years ended September 30, 2010, 2009 and 2008


54Notes to Consolidated Financial Statements


55    2.
    Financial
    Statement Schedules    3.
    Exhibits  No. 001-12822
  ExhibitNumber



Exhibit Description3
.1



Amended and Restated Certificate of Incorporation of the
    Company  incorporated herein by reference to
    Exhibit 3.1 of the Companys
    Form 10-K
    filed on December 2, 20083
.2



Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation as of April 13, 2010 
    incorporated herein by reference to Exhibit 3.1 of the
    Companys
    Form 10-Q
    filed May 3, 20103
.3



Fourth Amended and Restated Bylaws of the Company 103




---



##### Table of Contents



ExhibitNumber



Exhibit Description4
.1



Second Supplemental Indenture dated as of November 13, 2003
    among Beazer, the Guarantors party thereto and U.S. Bank
    Trust National Association, as trustee, related to the
    Companys 6
    1/2% Senior
    Notes due 2013  incorporated herein by reference to
    Exhibit 4.11 of the Companys
    Form 10-K
    for the year ended September 30, 20034
.2



Form of
    61/2% Senior
    Notes due 2013  incorporated herein by reference to
    Exhibit 4.12 of the Companys
    Form 10-K
    for the year ended September 30, 20034
.3



Form of
    61/2% Senior
    Notes due 2015  incorporated herein by reference to
    Exhibit 4.2 of the Companys
    Form 8-K
    filed on June 13, 20054
.4



Form of Fifth Supplemental Indenture, dated as of June 8,
    2005, by and among Beazer, the Subsidiary Guarantors party
    thereto and U.S. Bank National Association, as
    trustee  incorporated herein by reference to
    Exhibit 4.1 of the Companys
    Form 8-K
    filed on June 13, 20054
.5



Sixth Supplemental Indenture, dated as of January 9, 2006,
    to the Trust Indenture dated as of May 21,
    2001  incorporated herein by reference to
    Exhibit 99.1 of the Companys
    Form 8-K
    filed on January 17, 20064
.6



Seventh Supplement Indenture, dated as of January 9, 2006,
    to the Trust Indenture dated as of April 17,
    2002  incorporated herein by reference to
    Exhibit 99.2 of the Companys
    Form 8-K
    filed on January 17, 20064
.7



Form of Senior Note due 2016  incorporated herein by
    reference to Exhibit 4.2 of the Companys
    Form 8-K
    filed on June 8, 20064
.8



Form of Eighth Supplemental Indenture, dated June 6, 2006,
    by and among Beazer Homes USA, Inc., the guarantors named
    therein and UBS Securities LLC, Citigroup Global Markets Inc.,
    J.P. Morgan Securities, Inc., Wachovia Capital Markets,
    LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp.
    and Greenwich Capital Markets  incorporated herein by
    reference to Exhibit 4.1 of the Companys
    Form 8-K
    filed on June 8, 20064
.9



Form of Junior Subordinated indenture between Beazer Homes USA,
    Inc., JPMorgan Chase Bank, National Association, dated
    June 15, 2006  incorporated herein by reference
    to Exhibit 4.1 of the Companys
    Form 8-K
    filed on June 21, 20064
.10



Form of the Amended and Restated Trust Agreement among
    Beazer Homes USA, Inc., JPMorgan Chase Bank, National
    Association, Chase Bank USA, National Association and certain
    individuals named therein as Administrative Trustees, dated
    June 15, 2006  incorporated herein by reference
    to Exhibit 4.2 of the Companys
    Form 8-K
    filed on June 21, 20064
.11



Seventh Supplemental Indenture, dated October 26, 2007,
    amending and supplementing the Indenture, dated May 21,
    2001, among the Company, US Bank National Association, as
    trustee, and the subsidiary guarantors party thereto 
    incorporated herein by reference to Exhibit 10.2 of the
    Companys
    Form 8-K
    filed on October 30, 20074
.12



Ninth Supplemental Indenture, dated October 26, 2007,
    amending and supplementing the Indenture, dated April 17,
    2002, among the Company, US Bank National Association, as
    trustee, and the subsidiary guarantors party thereto 
    incorporated herein by reference to Exhibit 10.3 of the
    Companys
    Form 8-K
    filed on October 30, 20074
.13



Third Supplemental Indenture, dated October 26, 2007,
    amending and supplementing the Indenture, dated June 8,
    2004, among the Company, SunTrust Bank, as trustee, and the
    subsidiary guarantors party thereto  incorporated
    herein by reference to Exhibit 10.4 of the Companys
    Form 8-K
    filed on October 30, 20074
.14



Form of Indenture, dated as of September 11, 2009, by and
    among Beazer Homes USA, Inc., the subsidiary guarantors party
    thereto, U.S. Bank National Association, as trustee, and
    Wilmington Trust FSB, as notes collateral agent 
    incorporated herein by reference to Exhibit 4.1 of the
    Companys
    Form 8-K
    filed on September 11, 20094
.15



Form of Senior Secured Note due 2017  incorporated
    herein by reference to incorporated herein by reference to the
    Companys Registration Statement on
    Form S-4
    /A filed on February 23, 2010 104




---



##### Table of Contents



ExhibitNumber



Exhibit Description4
.16



Form of Registration Rights Agreement, dated September 11,
    2009, by and among Beazer Homes USA, Inc., the guarantors party
    thereto, Citigroup Global Markets Inc. and Moelis &
    Company LLC  incorporated herein by reference to
    Exhibit 4.3 of the Companys
    Form 8-K
    filed on September 11, 20094
.17



Indenture dated January 12, 2010 between Beazer Homes USA,
    Inc. and the U.S. Bank National Association 
    incorporated herein by reference to Exhibit 4.1 of the
    Companys
    Form 8-K
    filed on January 12, 20104
.18



First Supplemental Indenture dated January 12, 2010 between
    Beazer Homes USA, Inc. and the U.S. Bank National
    Association  incorporated herein by reference to
    Exhibit 4.2 of the Companys
    Form 8-K
    filed on January 12, 20104
.19



Form of
    71/2%
    Mandatory Convertible Notes due 2013  incorporated
    herein by reference to Exhibit 4.3 of the Companys
    Form 8-K
    filed on January 12, 20104
.20



Form of Tangible Equity Unit, Form of Purchase Contract and
    Purchase Contract Agreement, dated May 10, 2010, between
    Beazer Homes USA, Inc. and U.S. Bank National
    Association  incorporated herein by reference to
    Exhibit 4.1 of the Companys
    Form 8-K
    filed on May 10, 20104
.21



Form of Amortizing Note and Twelfth Supplemental Indenture,
    dated May 10, 2010, between Beazer Homes USA, Inc. and U.S.
    Bank National Association  incorporated herein by
    reference to Exhibit 4.4 of the Companys
    Form 8-K
    filed on May 10, 20104
.22



Form of Senior Note due 2018 and Thirteenth Supplemental
    Indenture, dated May 20, 2010, among Beazer Homes USA,
    Inc., the subsidiary guarantors party thereto and U.S. Bank
    National Association, as trustee  incorporate herein
    by reference to Exhibit 4.1 of the Companys
    Form 8-K
    filed on May 20, 20104
.23



First Supplemental Indenture, dated October 27, 2010, among
    Beazer Homes USA, Inc., the subsidiary guarantors signatory
    thereto and U.S. Bank National Association, as trustee10
.1*



Amended and Restated 1994 Stock Incentive Plan 
    incorporated herein by reference to Exhibit 10.1 of the
    Companys
    Form 10-K
    for the year ended September 30, 200510
.2*



Non-Employee Director Stock Option Plan  incorporated
    herein by reference to Exhibit 10.2 of the Companys
    Form 10-K
    for the year ended September 30, 200110
.3*



Amended and Restated 1999 Stock Incentive Plan 
    incorporated herein by reference to Exhibit 10.2 of the
    Companys
    Form 8-K
    filed on August 8, 200810
.4*



Second Amended and Restated Corporate Management Stock Purchase
    Program  incorporated herein by reference to
    Exhibit 10.5 of the Companys
    Form 10-K
    for the year ended September 30, 200710
.5*



Director Stock Purchase Program  incorporated herein
    by reference to Exhibit 10.7 of the Companys
    Form 10-K
    for the year ended September 30, 200410
.6*



Form of Stock Option and Restricted Stock Award
    Agreement  incorporated herein by reference to
    Exhibit 10.8 of the Companys
    Form 10-K
    for the year ended September 30, 200410
.7*



Form of Stock Option Award Agreement  incorporated
    herein by reference to Exhibit 10.9 of the Companys
    Form 10-K
    for the year ended September 30, 200410
.8*



Amended and Restated Employment Agreement of Ian J. McCarthy
    dated as of September 1, 2004  incorporated
    herein by reference to Exhibit 10.01 of the Companys
    Form 8-K
    filed on September 1, 200410
.9*



First Amendment to Amended and Restated Employment Agreement of
    Ian J. McCarthy dated as of February 3, 2006 
    incorporated herein by reference to Exhibit 10.11 of the
    Companys
    Form 10-Q
    for the quarter ended March 31, 200610
.10*



Second Amendment to Amended and Restated Employment Agreement of
    Ian J. McCarthy dated as of December 31, 2008 
    incorporated herein by reference to Exhibit 10.31 of the
    Companys
    Form 10-Q
    for the quarter ended December 31, 200810
.11*



Amended and Restated Employment Agreement of Michael H. Furlow
    dated as of August 6, 2009  incorporated herein
    by reference to Exhibit 10.3 of the Companys
    Form 10-Q
    for the quarter ended June 30, 2009 105




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.12*



Employment Agreement effective May 1, 2007 for Allan P.
    Merrill  incorporated herein by reference to
    Exhibit 10.01 of the Companys
    Form 8-K
    filed on April 24, 200710
.13*



First Amendment to Employment Agreement effective
    December 31, 2008 for Allan P. Merrill - incorporated
    herein by reference to Exhibit 10.5 of the Companys
    Form 10-Q
    for the quarter ended December 31, 200810
.14*



Amended and Restated Supplemental Employment Agreement of Ian J.
    McCarthy dated as of February 3, 2006 
    incorporated herein by reference to Exhibit 10.1of the
    Companys
    Form 10-Q
    for the quarter ended March 31, 200610
.15*



First Amendment to Amended and Restated Supplemental Employment
    Agreement of Ian J. McCarthy effective December 31,
    2008  incorporated herein by reference to
    Exhibit 10.6 of the Companys
    Form 10-Q
    for the quarter ended December 31, 200810
.16*



Amended and Restated Supplemental Employment Agreement of
    Michael H. Furlow dated as of August 6, 2009 
    incorporated herein by reference to Exhibit 10.4 of the
    Companys
    Form 10-Q
    for the quarter ended June 30, 200910
.17*



Change of Control Employment Agreement effective May 1,
    2007 for Allan P. Merrill  incorporated herein by
    reference to Exhibit 10.02 of the Companys
    Form 8-K
    filed on April 24, 200710
.18*



First Amendment to Change of Control Employment Agreement
    effective December 31, 2008 for Allan P.
    Merrill  incorporated herein by reference to
    Exhibit 10.8 of the Companys
    Form 10-Q
    for the quarter ended December 31, 200810
.19*



Change of Control Agreement for Robert L. Salomon effective
    February 29, 200810
.20*



Employment Letter for Kenneth F. Khoury effective
    January 5, 2009  incorporated herein by
    reference to Exhibit 10.1 of the Companys
    Form 10-Q
    for the quarter ended December 31, 200810
.21*



Change of Control Agreement for Kenneth F. Khoury effective
    December 5, 2008  incorporated herein by
    reference to Exhibit 10.2 of the Companys
    Form 10-Q
    for the quarter ended December 31, 200810
.22*



Form of Performance Shares Award Agreement dated as of
    February 2, 2006  incorporated herein by
    reference to Exhibit 10.18 of the Companys
    Form 10-Q
    for the quarter ended March 31, 200610
.23*



Form of Award Agreement dated as of February 2,
    2006  incorporated herein by reference to
    Exhibit 10.19 of the Companys
    Form 10-Q
    for the quarter ended March 31, 2006 (File
    No. 001-12822)10
.24*



2005 Executive Value Created Incentive Plan 
    incorporated herein by reference to Exhibit 10.1 of the
    Companys
    Form 8-K
    filed on February 9, 200510
.25*



Form of Indemnification Agreement  incorporated
    herein by reference to Exhibit 10.1 of the Companys
    Form 8-K
    filed on July 1, 200810
.26



Credit Agreement dated as of July 25, 2007 between the
    Company, the lenders thereto, and Wachovia Bank, National
    Association, as Agent, BNP Paribas, The Royal Bank of Scotland,
    and Guaranty Bank, as Documentation Agents, Regions Bank, as
    Senior Managing Agent, and JPMorgan Chase Bank, as Managing
    Agent  incorporated herein by reference to
    Exhibit 10.1 of the Companys
    Form 8-K
    filed on July 26, 200710
.27



Waiver and First Amendment, dated as of October 10, 2007,
    to and under the Credit Agreement, dated as of July 25,
    2007, among the Company, the lenders thereto and Wachovia Bank,
    National Association, as Agent  incorporated herein
    by reference to Exhibit 10.1 of the Companys
    Form 8-K
    filed on October 11, 200710
.28



Second Amendment, dated October 26, 2007, to and under the
    Credit Agreement, dated as of July 25, 2007, among the
    Company, the lenders thereto and Wachovia Bank, National
    Association, as Agent  incorporated herein by
    reference to Exhibit 10.1 of the Companys
    Form 8-K
    filed on October 30, 200710
.29



Third Amendment, dated as of August 7, 2008, to and under
    the Credit Agreement, dated as of July 25, 2007, among the
    Company, the lenders thereto and Wachovia Bank, National
    Association, as Agent  incorporated herein by
    reference to Exhibit 10.1 of the Companys
    Form 8-K
    filed on August 8, 2008 106




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.30



Fourth Amendment, dated as of July 31, 2009, to and under
    the Credit Agreement, dated as of July 25, 2007, among the
    Company, the lenders thereto and Wachovia Bank, National
    Association, as Agent  incorporated herein by
    reference to Exhibit 10.1 of the Companys
    Form 10-Q
    for the quarter ended June 30, 200910
.31



Amended and Restated Credit Agreement, dated August 5,
    2009, between the Company, the lenders and issuers thereto and
    CITIBANK, N.A., as Swing Line Lender and Agent 
    incorporated herein by reference to Exhibit 10.2 of the
    Companys
    Form 10-Q
    for the quarter ended June 30, 200910
.32*



2008 Beazer Homes USA, Inc. Deferred Compensation Plan, adopted
    effective January 1, 2008  incorporated herein
    by reference to Exhibit 10.27 of the Companys
    Form 10-K
    for the fiscal year ended September 30, 200710
.33*



Discretionary Employee Bonus Plan  incorporated
    herein by reference to Exhibit 10.28 of the Companys
    Form 10-K
    for the fiscal year ended September 30, 200710
.34



2010 Equity Plan  incorporated herein by reference to
    Exhibit 10.1 of the Companys
    Form 10-Q
    for the period ended March 31, 201010
.35



Form of 2010 Equity Incentive Plan Employee Award Agreement for
    Option and Restricted Stock Awards  incorporated
    herein by reference to Exhibit 10.1 of the Companys
    Form 10-Q
    for the quarter ended June 30, 201010
.36



Form of 2010 Equity Incentive Plan Director Award Agreement for
    Option and Restricted Stock Awards  incorporated
    herein by reference to Exhibit 10.1 of the Companys
    Form 10-Q
    for the quarter ended June 30, 201010
.37



Exchange Agreement among Beazer Homes USA, Inc. and Taberna
    Preferred Funding V, Ltd., Taberna Preferred Funding VII,
    Ltd. and Taberna Preferred Funding VIII, Ltd. dated as of
    January 15, 2010  incorporated herein by
    reference to Exhibit 10.1 of the Companys
    Form 8-K
    dated January 21, 201010
.38



Junior Subordinated Indenture between Beazer Homes USA, Inc. and
    Wilmington Trust Company, as trustee, dated as of
    January 15, 2010  incorporated herein by
    reference to Exhibit 10.2 of the Companys
    Form 8-K
    dated January 21, 201021




Subsidiaries of the Company23




Consent of Deloitte & Touche LLP31
.1



Certification pursuant to 17 CFR 240.13a-14 promulgated
    under Section 302 of the Sarbanes-Oxley Act of 200231
.2



Certification pursuant to 17 CFR 240.13a-14 promulgated
    under Section 302 of the Sarbanes-Oxley Act of 200232
.1



Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 200232
.2



Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002     *
    
    Represents a management contract or compensatory plan or
    arrangement 107




---



##### Table of Contents



(c)
    Exhibits    3.3



Fourth Amended and Restated Bylaws of the Company4.23



First Supplemental Indenture, dated October 27, 2010, among
    Beazer Homes USA, Inc., the subsidiary guarantors signatory
    thereto and U.S. Bank National Association, as trustee10.19



Change of Control Agreement for Robert L. Salomon effective
    February 29, 200821



Subsidiaries of the Company23



Consent of Deloitte & Touche LLP31.1



Certification pursuant to 17 CFR 240.13a-14 promulgated
    under Section 302 of the Sarbanes-Oxley Act of 200231.2



Certification pursuant to 17 CFR 240.13a-14 promulgated
    under Section 302 of the Sarbanes-Oxley Act of 200232.1



Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 200232.2



Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002   (d)
    Financial
    Statement Schedules   108




---



##### Table of Contents



SIGNATURES    Beazer Homes USA, Inc.Date: November 5, 2010

By:

/s/  Ian
    J. McCarthyName:     Ian
    J. McCarthy
    Title: President and Chief Executive Officer     Date November 5, 2010

By:

/s/  Brian
    C. BeazerBrian
    C. Beazer, Director and Non-Executive Chairman of the BoardDate November 5, 2010

By:

/s/  Ian
    J. McCarthyIan
    J. McCarthy, Director, President
    and Chief Executive Officer
    (Principal Executive Officer)Date November 5, 2010

By:

/s/  Laurent
    AlpertLaurent
    Alpert, DirectorDate November 5, 2010

By:

/s/  Peter
    G. LeemputtePeter
    G. Leemputte, DirectorDate November 5, 2010

By:

/s/  Norma
    ProvencioNorma
    Provencio, DirectorDate November 5, 2010

By:

/s/  Larry
    T. SolariLarry
    T. Solari, DirectorDate November 5, 2010

By:

/s/  Stephen
    P. ZelnakStephen
    P. Zelnak, Jr., DirectorDate November 5, 2010

By:

/s/  Allan
    P. MerrillAllan
    P. Merrill, Executive Vice
    President and Chief Financial
    Officer (Principal Financial Officer)Date November 5, 2010

By:

/s/  Robert
    L. SalomonRobert
    Salomo, Senior Vice
    President, Chief Accounting Officer
    and Controller (Principal Accounting Officer)  109