##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  FORM 10-K
 (Mark One)x

Annual report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For
    the fiscal year ended September 30,
    2009o

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.
   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  (770) 829-3700
  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 x
  o x
  x o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. x
  12b-2
  Large accelerated filer  o

Accelerated filer  o

Non-accelerated filerx

Smaller reporting company  o    Rule 12b-2 o x
      DOCUMENTS
    INCORPORATED BY REFERENCE
 Part of 10-Kwhere
    incorporatedPortions of the registrants Proxy Statement for the 2010
    Annual Meeting of Stockholders


III




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##### 





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

3PART I.Item 1

Business

4Item 1A.

Risk Factors

15Item 1B.

Unresolved Staff Comments

24Item 2

Properties

24Item 3.

Legal Proceedings

24Item 4.

Submission of Matters to a Vote of Security
    Holders

28PART II.Item 5

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

28Item 6.

Selected Financial Data

31Item 7.

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

32Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk

59Item 8

Financial Statements and Supplementary Data

60Item 9

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure

105Item 9A

Controls and Procedures

105Item 9B

Other Information

107PART III.Item 10

Directors, Executive Officers and Corporate
    Governance

107Item 11

Executive Compensation

108Item 12

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

108Item 13

Certain Relationships and Related Transactions,
    and Director Independence

108Item 14

Principal Accountant Fees and Services

108PART IV.Item 15.

Exhibits and Financial Statement Schedules

108SIGNATURESEX-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, the
    derivative claims, 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 other settlement agreements and
    consent orders with governmental authorities;
    additional asset impairment charges or writedowns;
    economic changes nationally or in local markets, including
    changes in consumer confidence, 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;
    our cost of and ability to access capital and otherwise meet our
    ongoing liquidity needs including the impact of any further
    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;
    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.   3




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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
           4




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##### Table of Contents



Managements Discussion and
    Analysis of Results of Operations and Financial Condition
     5




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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
 6




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##### Table of Contents



Consistent Use of National Brand.
  Operational Scale Efficiencies.
  Balanced Land Policies.
  Reportable
    Business Segments
    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)New Mexico

Albuquerque (2005)Texas

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

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

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

Fairfax County (1998), Loudoun County (1998), Prince William
    County (1998)North Carolina

Raleigh/Durham (1992)Indiana

Indianapolis (2002)Tennessee

Nashville (1987)Southeast:Florida

Jacksonville (1993), Fort Myers/Naples (1996), Tampa/St.
    Petersburg (1996), Orlando (1997), Sarasota (2005), Tallahassee
    (2006), Panama City (2008)Georgia

Atlanta (1985), Savannah (2005)South Carolina

Charleston (1987), Myrtle Beach (2002)   Financial
    Services:
  7




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##### Table of Contents



Seasonal
    and Quarterly Variability
    Markets
    and Product Description
      Managements Discussion and
    Analysis of Results of Operations and Financial Condition
  2009


2008


2007Number of





Number of





Number of


AverageHomes


Average


Homes


Average


Homes


ClosingClosed


Closing Price


Closed


Closing Price


Closed


PriceWest


1,916


$
216.3



2,777


$
240.5



4,369


$
288.5East


1,573



257.5



2,405



279.9



2,821



313.2Southeast


841



214.6



1,515



232.0



2,970



258.9Continuing Operations


4,330


$
230.9



6,697


$
252.7



10,160


$
286.7Discontinued Operations


58


$
257.1



995


$
221.8



1,860


$
226.6   September 30, 2009


September 30, 2008


September 30, 2007Units in


Dollar Value


Units in


Dollar Value


Units in


Dollar ValueBacklog


in Backlog


Backlog


in Backlog


Backlog


in BacklogWest


445


$
92,734



527


$
117,721



805


$
217,122East


581



154,390



485



132,766



1,317



410,659Southeast


167



33,642



306



67,959



490



123,309Continuing Operations


1,193


$
280,766



1,318


$
318,446



2,612


$
751,090  8




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##### Table of Contents



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.    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. 9




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##### Table of Contents



Option Contracts.
      Lots OwnedTotal LotsHomes Under


Finished


Lots for Current


Lots for Future


Land Held


Total Lots



Under



Total LotsConstruction (2)


Lots


Development


Development


for Sale


Owned (1)



Contract



ControlledWestArizona



141



713



118



650



14



1,636




199




1,835California



235



241



-



4,267



217



4,960




-




4,960Nevada



107



1,031



655



249



-



2,042




820




2,862Texas



348



1,123



1,124



-



-



2,595




588




3,183New Mexico



23



62



-



-



-



85




-




85Total West



854



3,170



1,897



5,166



231



11,318




1,607




12,925EastVirginia



101



238



133



-



14



486




88




574Maryland



161



921



835



872



-



2,789




-




2,789Indiana



224



889



1,585



-



251



2,949




232




3,181North Carolina (3)



88



290



184



21



-



583




47




630Tennessee



106



238



959



-



-



1,303




460




1,763New Jersey



98



161



165



152



-



576




220




796Total East



778



2,737



3,861



1,045



265



8,686




1,047




9,733SoutheastGeorgia (3)



16



118



162



88



-



384




-




384Florida



199



604



1,335



308



39



2,485




1,397




3,882South Carolina



113



521



972



76



-



1,682




1,270




2,952Total Southeast



328



1,243



2,469



472



39



4,551




2,667




7,218Discontinued Operations



7



-



-



-



755



762




-




762Total



1,967



7,150



8,227



6,683



1,290



25,317




5,321




30,638   (1)
    
    Includes 88 Undeveloped Lots (raw land that is
    expected to be developed, currently or in the future, into the
    respective number of lots reflected in this table). 10




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##### Table of Contents



(2)
    
    The category Homes Under Construction represents
    lots upon which construction of a home has commenced.(3)
    
    Subsequent to September 30, 2009, we entered into an
    agreement with a residential development investor to build and
    market 462 homes in five existing communities in the Metro
    Atlanta area and 329 homes in one existing community in Raleigh,
    North Carolina.    Land Held forLand Held for



Future



Land Held forDevelopment



Development



SaleWest


$
179,025



$
345,050



$
8,171East



229,910




49,097




2,927Southeast



78,522




23,687




423Discontinued Operations



-




-




30,949Total


$
487,457



$
417,834



$
42,470   Joint Ventures.
    Construction
    project-by-project
 11




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##### Table of Contents



Warranty
    Program
      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
   12




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Customer
    Financing
      Competition
  and/or
    Government
    Regulation and Environmental Matters
   13




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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
 14




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##### Table of Contents



1-800-SEC-0330.
     Item 1A.
    Risk Factors  The
    homebuilding industry is experiencing a severe downturn that may
    continue for an indefinite period and continue to adversely
    affect our business, results of operations and
    stockholders equity.
       15




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##### Table of Contents



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.
    and/or
     16




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We are
    dependent on the services of certain key employees, and the loss
    of their services could hurt our business.
    Recent
    and potential future downgrades of our credit ratings could
    adversely affect our access to capital and could otherwise have
    a material adverse effect on us.
        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.
   17




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##### Table of Contents




    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
  The
    differing financial exposure of our debt holders could impact
    our ability to complete any restructuring of our indebtedness or
    impact the terms of such restructuring.
    A
    substantial increase in mortgage interest rates or
    unavailability of mortgage financing may reduce consumer demand
    for our homes.
  move-up move-up
 18




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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
 19




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##### Table of Contents



loan-to-value
  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 20




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##### Table of Contents




    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.    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.
   21




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##### Table of Contents



We may
    incur additional operating expenses due to compliance programs
    or fines, penalties and remediation costs pertaining to
    environmental regulations within our markets.
    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.
     22




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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.
   23




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##### Table of Contents



Future
    terrorist attacks against the United States or increased
    domestic or international instability could have an adverse
    effect on our operations.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings Investigations
  United States Attorney, State and Federal Agency
    Investigations.
       24




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##### Table of Contents



Independent Investigation. and/or Form 10-K
  Litigation
  Securities Litigation.
  Rule 10b-5
 25




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##### Table of Contents



Derivative Shareholder Actions. Rule 10b-5
  ERISA Class Actions.
  Homeowners Class Action Lawsuits and Multi-Plaintiff
    Lawsuit. § 75-1.1
   26




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##### Table of Contents



and/or and/or
    Other Matters
     27




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##### 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 2009:High

$
6.76


$
1.71


$
3.95


$
6.93Low

$
1.13


$
0.24


$
0.87


$
1.36Fiscal Year 2008:High

$
12.49


$
11.44


$
12.40


$
9.34Low

$
7.00


$
4.53


$
5.02


$
3.36  28




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##### Table of Contents



Dividends
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of Common



Number of Common SharesShares to be Issued

Weighted Average

Remaining Available for FutureUpon Exercise of

Exercise Price of

Issuance Under Equity CompensationOutstanding Options,

Outstanding Options,

Plans (Excluding Common SharesPlan Category

Warrants and Rights

Warrants and Rights

Reflected in Column (a))(a)

(b)

(c)Equity compensation plans approved by stockholders


2,108,914


$
33.07



18,643   Issuer
    Purchases of Equity Securities
     29




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##### Table of Contents



Performance
    Graph
    
  Fiscal Year Ended September 30,2004

2005

2006

2007

2008

2009Beazer Homes USA, Inc.

$
100.00


$
165.48


$
110.99


$
23.86


$
17.30


$
16.17S&P 500


100.00



112.25



124.37



144.81



112.99



105.18S&P Homebuilding


100.00



143.28



103.78



52.74



44.63



37.38  30




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##### Table of Contents



Item 6.
    Selected
    Financial Data ($ in millions, except per share amounts)

Year Ended September 30,2009


2008


2007


2006


2005Statement of Operations Data: (i)Total revenue

$
1,005


$
1,814


$
3,037


$
4,686


$
4,430Gross profit (loss)


21



(234
)


(109
)


1,159



1,091Operating (loss) income


(242
)


(616
)


(548
)


612



569(Loss) income from continuing operations


(178
)


(801
)


(372
)


388



299EPS from continuing operations -basic


(4.60
)


(20.77
)


(9.68
)


9.75



7.40EPS from continuing operations -diluted


(4.60
)


(20.77
)


(9.68
)


8.75



6.56Dividends paid per common share


-



-



0.40



0.40



0.33Balance Sheet Data (end of year):Cash and cash equivalents and restricted cash

$
557


$
585


$
460


$
172


$
297Inventory


1,318



1,652



2,775



3,608



2,934Total assets


2,029



2,642



3,930



4,715



3,829Total debt


1,509



1,747



1,857



1,956



1,322Stockholders equity


197



375



1,324



1,730



1,553Supplemental Financial Data:Cash provided by (used in):Operating activities

$
94


$
316


$
509


$
(378
)

$
(46
)Investing activities


(80
)


(18
)


(52
)


(105
)


(85
)Financing activities


(91
)


(167
)


(171
)


353



108Financial Statistics:Total debt as a percentage of total debt and stockholders
    equity


88.5
%


82.3
%


58.4
%


53.1
%


46.0
%Net debt as a percentage of net debt and stockholders
    equity (ii)


82.9
%


75.6
%


51.4
%


50.9
%


39.7
%Gross margin (i)


2.1
%


-12.9
%


-3.6
%


24.7
%


24.6
%Operating Statistics from continuing operations:New orders, net


4,205



5,403



8,377



11,695



16,250Closings


4,330



6,697



10,160



15,584



15,445Units in backlog


1,193



1,318



2,612



4,395



8,268Average selling price (in thousands)

$
230.9


$
252.7


$
286.7


$
297.1


$
284.6   (i)
    
    Gross profit (loss) includes inventory impairments and lot
    options abandonments of $97.0 million, $406.2 million,
    $572.0 million, $28.7 million and $4.5 million
    for the fiscal years ended September 30, 2009, 2008, 2007,
    2006 and 2005, respectively. Operating (loss) income also
    includes goodwill impairments of $16.1 million,
    $48.1 million, $51.6 million, $0 and
    $48.1 million for the fiscal years ended September 30,
    2009, 2008, 2007, 2006 and 2005. Loss from continuing operations
    for fiscal 2009 and 2007 also include a gain (loss) on
    extinguishment of debt of $144.5 million and ($413,000),
    respectively. The aforementioned charges were primarily related
    to the deterioration of the homebuilding environment over the
    past few years.(ii)
    
    Net Debt = Debt less unrestricted cash and cash equivalents;
    Gross margin = Gross (loss) profit divided by total revenue. 31




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##### Table of Contents



Year Ended September 30,2009


2008


2007


2006


2005Net (loss) income

$
(189,383
)

$
(951,912
)

$
(411,073
)

$
368,836


$
275,899(Benefit) provision for income taxes


(9,076
)


84,763



(222,207
)


214,421



237,315Interest amortized to home construction and land sales expenses
    and capitalized interest impaired


58,090



126,057



139,880



95,974



80,180Interest expense not qualified for capitalization


83,030



55,185



-



-



-EBIT


(57,339
)


(685,907
)


(493,400
)


679,231



593,394Depreciation and amortization and stock compensation amortization


30,723



40,273



44,743



58,178



48,013Inventory impairments and option contract abandonments


103,751



496,833



599,514



44,175



5,511Goodwill impairment


16,143



52,470



52,755



-



130,235Joint venture impairment and abandonment charges


14,793



68,791



31,939



-



-Adjusted EBITDA

$
108,071


$
(27,540
)

$
235,551


$
781,584


$
777,153       Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Overview
   32




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Form 10-K, and/or
   33




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##### Table of Contents



Outlook
   34




---



##### Table of Contents



loan-to-value
    and/or
 35




---



##### Table of Contents



Critical
    Accounting Policies
    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 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 36




---



##### Table of Contents



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.           37




---



##### Table of Contents



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.        Homebuilding
    Revenues and Costs
  percentage-of-completion Accounting for Sales
    of Real Estate
  Warranty
    Reserves
   38




---



##### 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.
     39




---



##### Table of Contents



Income
    Taxes  Valuation Allowance
  Accounting for Income Taxes
  period-to-period
         40




---



##### Table of Contents



Seasonal and Quarterly Variability:
  New Orders (net of
    cancellations)1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Total2009


533



1,124



1,536



1,012



4,2052008


1,054



1,745



1,616



988



5,4032007


1,488



3,466



2,580



843



8,377   Closings1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Total2009


890



807



948



1,685



4,3302008


1,733



1,319



1,419



2,226



6,6972007


2,216



2,323



2,243



3,378



10,160  41




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##### Table of Contents



RESULTS
    OF CONTINUING OPERATIONS:
  Fiscal Year Ended September 30,($ in thousands)

2009


2008


2007Revenues:Homebuilding

$
1,000,010


$
1,693,583


$
2,935,900Land and lot sales


3,389



115,737



93,020Financial Services


1,813



4,193



8,068Total

$
1,005,212


$
1,813,513


$
3,036,988Gross profit (loss)Homebuilding

$
18,374


$
(247,688
)

$
(122,320
)Land and lot sales


620



9,570



5,111Financial Services


1,813



4,193



8,068Total

$
20,807


$
(233,925
)

$
(109,141
)Selling, general and administrative (SG&A) expenses:Homebuilding

$
226,973


$
306,837


$
355,897Financial Services


1,106



2,483



3,342Total

$
228,079


$
309,320


$
359,239Depreciation and amortization

$
18,736


$
24,708


$
28,244As a percentage of total revenue:Gross Margin


2.1
%


-12.9
%


-3.6
%SG&A - homebuilding


22.6
%


16.9
%


11.7
%SG&A - Financial Services


0.1
%


0.1
%


0.1
%Goodwill impairment

$
16,143


$
48,105


$
51,625Equity in income (loss) of unconsolidated joint ventures
    from:Joint venture activities

$
509


$
(12,527
)

$
(3,138
)Impairments

$
(13,812
)

$
(64,025
)

$
(28,553
)Option contract abandonments


-



-



(3,386
)Equity in loss of unconsolidated joint ventures

$
(13,303
)

$
(76,552
)

$
(35,077
)Gain (loss) on extinguishment of debt

$
144,503


$
-


$
(413
)Effective tax rate from continuing operations


4.6
%


-9.8
%


35.3
%   Discontinued Operations.
 42




---



##### Table of Contents



Fiscal Year Ended September 30,($ in thousands)

2009

2008

2007Closings


58



995



1,860New Orders


18



662



1,526Homebuilding revenues

$
14,913


$
220,721


$
423,694Land and lot sale revenues

$
3,077


$
40,064


$
6,043Mortgage revenues

$
-


$
3,842


$
24,094     Fiscal
    Year Ended September 30, 2009 Compared to Fiscal Year Ended
    September 30, 2008
  Revenues.
    Gross Profit (Loss).
    Selling, General and Administrative
    Expense.
 43




---



##### Table of Contents



Depreciation and Amortization.
  Goodwill Impairment Charges.
  Joint Venture Impairment Charges.
  Gain on Extinguishment of Debt.
  Income Taxes.
   44




---



##### Table of Contents



Segment
    Results for Fiscal 2009 Compared to Fiscal 2008:
  Homebuilding Revenues and Average Selling Price.
  Homebuilding Revenues


Average Selling Price


Closings2009


2008


Change


2009


2008


Change


2009


2008


ChangeWest

$
414,498


$
668,900



-38.0
%

$
216.3


$
240.5



-10.1
%


1,916



2,777



-31.0
%East


404,992



673,251



-39.8
%


257.5



279.9



-8.0
%


1,573



2,405



-34.6
%Southeast


180,520



351,432



-48.6
%


214.6



232.0



-7.5
%


841



1,515



-44.5
%Total

$
1,000,010


$
1,693,583



-41.0
%

$
230.9


$
252.7



-8.6
%


4,330



6,697



-35.3
%   and/or
        Land and Lot Sales Revenues.
  Land and Lot Sales Revenues2009


2008


ChangeWest

$
1,529


$
5,203



-70.6
%East


1,120



107,129



-99.0
%Southeast


740



3,405



-78.3
%Total

$
3,389


$
115,737



-97.1
%     Gross Profit (Loss).
 45




---



##### Table of Contents



2009


2008Gross Profit





Gross (Loss)


Gross(Loss)


Gross Margin


Profit


MarginWest

$
29,634



7.1
%

$
(57,471
)


-8.6%East


47,760



11.8
%


11,563



1.7%Southeast


(1,718
)


-1.0
%


(57,338
)


-16.3%Corporate & unallocated


(57,302
)






(144,442
)Total homebuilding


18,374



1.8
%


(247,688
)


-14.6%Land and lot sales


620







9,570Financial services


1,813







4,193Total

$
20,807



2.1
%

$
(233,925
)


-12.9%     Corporate and unallocated.
  Land and Lot Sales Gross Profit (Loss).
  Land and Lot Sales Gross Profit (Loss)2009


2008


ChangeWest

$
(1
)

$
2,139



-100.0
%East


562



7,454



-92.5
%Southeast


59



(23
)


356.5
%Total

$
620


$
9,570



-93.5
%    46




---



##### Table of Contents



Inventory Impairments. (in
    thousands)
  Fiscal Year Ended September 30,2009


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

$
42,842


$
147,278East


10,005



72,040Southeast


22,160



51,663Unallocated


5,116



21,769Subtotal

$
80,123


$
292,750Land Held for SaleWest

$
9,357


$
8,505East


1,071



18,068Southeast


2,452



34,608Subtotal

$
12,880


$
61,181Lot Option AbandonmentsWest

$
99


$
15,356East


2,949



10,362Southeast


947



26,519Subtotal

$
3,995


$
52,237Continuing Operations

$
96,998


$
406,168        47




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##### Table of Contents



Estimated FairInventory Impairments


Value of ImpairedHeld for


Held for





Inventory at Period


Lots


CommunitiesQuarter Ended

Development


Sale


Total


End


Impaired


ImpairedDecember 31, 2008

$
11,943


$
176


$
12,119


$
23,265



339



6March 31, 2009


35,082



5,399



40,481



43,404



1,752



22June 30, 2009


6,269



4,420



10,689



5,877



117



4September 30, 2009


26,829



2,885



29,714



35,876



1,318



13Fiscal 2008

$
80,123


$
12,880


$
93,003







3,526



45   Unit Data
    by Segment
  New Orders, net


Cancellation Rates2009


2008


Change


2009


2008West


1,834



2,499



-26.6
%


35.3
%


41.1
%East


1,669



1,573



6.1
%


29.3
%


45.2
%Southeast


702



1,331



-47.3
%


25.2
%


27.4
%Total


4,205



5,403



-22.2
%


31.4
%


39.6
%   New Orders and Backlog:
      48




---



##### Table of Contents



Backlog at September 30,2009


2008


ChangeWest


445



527



-15.6
%East


581



485



19.8
%Southeast


167



306



-45.4
%Total


1,193



1,318



-9.5
%     Fiscal
    Year Ended September 30, 2008 Compared to Fiscal Year Ended
    September 30, 2007
  Revenues.
    Gross Profit (Loss).
    Selling, General and Administrative
    Expense.
 49




---



##### Table of Contents



Depreciation and Amortization.
  Goodwill Impairment Charges.
  Loss on Extinguishment of Debt.
  Joint Venture Impairment Charges.
  Income Taxes.
   50




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##### Table of Contents



Segment Results for Fiscal 2008 Compared to Fiscal
    2007:
  Homebuilding Revenues and Average Selling Price.
  Homebuilding Revenues


Average Selling Price


Closings2008


2007


Change


2008


2007


Change


2008


2007


ChangeWest

$
668,900


$
1,276,480



-47.6
%

$
240.5


$
288.5



-16.6
%


2,777



4,369



-36.4
%East


673,251



877,705



-23.3
%


279.9



313.2



-10.6
%


2,405



2,821



-14.7
%Southeast


351,432



781,715



-55.0
%


232.0



258.9



-10.4
%


1,515



2,970



-49.0
%Total

$
1,693,583


$
2,935,900



-42.3
%

$
252.7


$
286.7



-11.9
%


6,697



10,160



-34.1
%   and/or
      Land and Lot Sales Revenues.
  Land and Lot Sales Revenues2008


2007


ChangeWest

$
5,203


$
45,390



-88.5
%East


107,129



11,892



800.8
%Southeast


3,405



35,738



-90.5
%Total

$
115,737


$
93,020



24.4
%    51




---



##### Table of Contents



Gross (Loss) Profit.
  2008


2007Gross (Loss)


Gross


Gross (Loss)


GrossProfit


Margin


Profit


MarginWest

$
(57,471
)


-8.6
%

$
(95,309
)


-7.5
%East


11,563



1.7
%


41,545



4.7
%Southeast


(57,338
)


-16.3
%


66,644



8.5
%Corporate & unallocated


(144,442
)






(135,199
)Total homebuilding


(247,688
)


-14.6
%


(122,319
)


-4.2
%Land and lot sales


9,570







5,110Financial services


4,193







8,068Total

$
(233,925
)


-12.9
%

$
(109,141
)


-3.6
%     Corporate and unallocated.
  Land and Lot Sales Gross Profit (Loss).
  Land and Lot Sales Gross Profit (Loss)2008


2007


ChangeWest

$
2,139


$
2,957



-27.7
%East


7,454



2,374



214.0
%Southeast


(23
)


(221
)


89.6
%Total

$
9,570


$
5,110



87.3
%    52




---



##### Table of Contents



Inventory Impairments. (in
    thousands)
  Fiscal Year Ended September 30,2008


2007Development projects and homes in process (Held for Development)West

$
147,278


$
224,782East


72,040



95,734Southeast


51,663



68,220Unallocated


21,769



23,853Subtotal

$
292,750


$
412,589Land Held for SaleWest

$
8,505


$
46,138East


18,068



798Southeast


34,608



500Subtotal

$
61,181


$
47,436Lot Option AbandonmentsWest

$
15,356


$
54,703East


10,362



23,979Southeast


26,519



33,332Subtotal

$
52,237


$
112,014Continuing Operations

$
406,168


$
572,039        53




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##### Table of Contents



Estimated FairInventory Impairments


Value of ImpairedHeld for


Held for





Inventory at Period


Lots


CommunitiesQuarter Ended

Development


Sale


Total


End


Impaired


ImpairedDecember 31, 2007

$
99,634


$
10,769


$
110,403


$
150,150



2,529



43March 31, 2008


110,432



33,010



143,442



164,083



3,153



57June 30, 2008


44,328



16,214



60,542



97,855



2,328



40September 30, 2008


38,356



1,188



39,544



74,089



1,889



29Fiscal 2008

$
292,750


$
61,181


$
353,931







9,899



169   Unit Data
    by Segment
  New Orders, net


Cancellation Rates2008


2007


Change


2008


2007West


2,499



3,444



-27.4
%


41.1
%


46.4
%East


1,573



2,816



-44.1
%


45.2
%


34.3
%Southeast


1,331



2,117



-37.1
%


27.4
%


40.4
%Total


5,403



8,377



-35.5
%


39.6
%


41.2
%   New Orders and Backlog:
    Backlog at September 30,2008


2007


ChangeWest


527



805



-34.5
%East


485



1,317



-63.2
%Southeast


306



490



-37.6
%Total


1,318



2,612



-49.5
%   Derivative Instruments and Hedging Activities.
  Liquidity and Capital Resources.
 54




---



##### Table of Contents



5 8 3 8 1 2 7 8 1 8
   55




---



##### Table of Contents



and/or
  Stock Repurchases and Dividends Paid
   56




---



##### Table of Contents



Off-Balance Sheet Arrangements and Aggregate Contractual
    Commitments. 7-year
      Consolidation of
    Variable Interest Entities, an Interpretation of ARB No. 51
    loan-to-value
 57




---



##### Table of Contents



Payments Due by PeriodLess than








More than 5Contractual obligations

Total


1 Year


1-3 Years


3-5 Years


YearsSenior Notes, Senior Secured Notes & other notes
    payable

$
1,536,156


$
30,668


$
596,388


$
165,121


$
743,979Interest commitments under Senior Notes, Senior Secured
    Notes & other notes payable (1)


754,646



123,829



192,885



131,992



305,940Operating leases


28,394



9,066



12,874



5,728



726Uncertain tax positions (2)


-



-



-



-



-Total

$
2,319,196


$
163,563


$
802,147


$
302,841


$
1,050,645        Recently Adopted Accounting Pronouncements. The Fair Value
    Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  FSP 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments FSP 107-1 Disclosures about Fair Value
    Instruments Interim Financial Reporting FSP 107-1 28-1
  Subsequent Events
  The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles, a replacement of FASB
    Statement No. 162
  Recent Accounting Pronouncements Not Yet Adopted. Fair Value
    Measurements (ASC 820)
 58




---



##### Table of Contents



157-2, Effective Date of FASB Statement No. 157 (ASC 820)
  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 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 14-1
  Amendments to FASB Interpretation No. 46(R)
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk     59




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Beazer Homes
    USA, Inc.Consolidated Statements of Operations(in thousands, except share and per share amounts)
  Fiscal Year Ended September 30,2009


2008


2007Total revenue


$1,005,212



$1,813,513



$3,036,988Home construction and land sales expenses


887,407



1,641,270



2,574,090Inventory impairments and option contract abandonments


96,998



406,168



572,039Gross profit (loss)


20,807



(233,925
)


(109,141
)Selling, general and administrative expenses


228,079



309,320



359,239Depreciation and amortization


18,736



24,708



28,244Goodwill impairment


16,143



48,105



51,625Operating loss


(242,151
)


(616,058
)


(548,249
)Equity in loss of unconsolidated joint ventures


(13,303
)


(76,552
)


(35,077
)Gain (loss) on extinguishment of debt


144,503



-



(413
)Other (expense) income, net


(75,595
)


(36,505
)


9,146Loss from continuing operations before income taxes


(186,546
)


(729,115
)


(574,593
)(Benefit from) provision for income taxes


(8,531
)


71,655



(202,871
)Loss from continuing operations


(178,015
)


(800,770
)


(371,722
)Loss from discontinued operations, net of tax


(11,368
)


(151,142
)


(39,351
)Net loss


$  (189,383
)


$  (951,912
)


$  (411,073
)Weighted average number of shares:Basic and diluted


38,688



38,549



38,410Basic and diluted loss per share:Continuing operations


$(4.60
)


$(20.77
)


$(9.68
)Discontinued operations


$(0.30
)


$(3.92
)


$(1.02
)Total


$(4.90
)


$(24.69
)


$(10.70
)Cash dividends per share


$-



$-



$0.40    60




---



##### Table of Contents



(in thousands, except share and per share amounts)
   September 30,
    2009


September 30, 2008ASSETSCash and cash equivalents


$507,339



$584,334Restricted cash


49,461



297Accounts receivable (net of allowance of $7,545 and $8,915,
    respectively)


28,405



46,555Income tax receivable


9,922



173,500InventoryOwned inventory


1,265,441



1,545,006Consolidated inventory not owned


53,015



106,655Total inventory


1,318,456



1,651,661Investments in unconsolidated joint ventures


30,124



33,065Deferred tax assets


7,520



20,216Property, plant and equipment, net


25,939



39,822Goodwill


-



16,143Other assets


52,244



76,206Total assets


$2,029,410



$2,641,799LIABILITIES AND STOCKHOLDERS EQUITYTrade accounts payable


$70,285



$90,371Other liabilities


227,315



358,592Obligations related to consolidated inventory not owned


26,356



70,608Senior Notes (net of discounts of $27,257 and $2,565,
    respectively)


1,362,902



1,522,435Junior subordinated notes


103,093



103,093Other secured notes payable


12,543



50,618Model home financing obligations


30,361



71,231Total liabilities


1,832,855



2,266,948Stockholders equity:Preferred stock (par value $.01 per share, 5,000,000 sharesauthorized, no shares issued)


-



-Common stock (par value $0.001 per share, 80,000,000 shares
    authorized, 43,150,472 and 42,612,801 issued and 39,793,316 and
    39,270,038 outstanding, respectively)


43



43Paid-in capital


568,019



556,910Retained earnings (accumulated deficit)


(187,538
)


1,845Treasury stock, at cost (3,357,156 and 3,342,763 shares,
    respectively)


(183,969
)


(183,947
)Total stockholders equity


196,555



374,851Total liabilities and stockholders equity


$2,029,410



$2,641,799    61




---



##### Table of Contents



($ in thousands)
  Preferred


Common


Paid in


Retained


TreasuryStock


Stock


Capital


Earnings


Stock


TotalBalance, September 30, 2006



$-



$42



$529,326



$1,390,552



$(189,453
)


$1,730,467Net loss and comprehensive loss



-



-



-



(411,073
)


-



(411,073
)Dividends paid



-



-



-



(15,610
)


-



(15,610
)Amortization of nonvested stock awards



-



-



5,318



-



-



5,318Amortization of stock option awards



-



-



5,831



-



-



5,831Exercises of stock options (312,501 shares)



-



1



4,421



-



-



4,422Tax benefit from stock transactions



-



-



2,635



-



-



2,635Issuance of bonus stock (71,429 shares)



-



-



2,080



-



-



2,080Issuance of restricted stock (159,378 shares)



-



-



(5,906
)


-



5,906



-Common stock redeemed (13,946 shares)



-



-



-



-



(348
)


(348
)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
)


$196,555    62




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##### Table of Contents



(in thousands)
  Fiscal Year Ended September 30,2009


2008


2007Cash flows from operating activities:Net loss

$
(189,383
)

$
(951,912
)

$
(411,073
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


18,884



27,709



33,594Stock-based compensation expense


11,839



12,564



11,149Inventory impairments and option contract abandonments


107,127



510,628



611,864Goodwill impairment


16,143



52,470



52,755Deferred income tax provision (benefit)


12,696



260,410



(161,605
)Provision for doubtful accounts


(1,370
)


8,710



(862
)Excess tax benefit (deficiency) from equity-based compensation


2,273



1,158



(2,635
)Equity in loss of unconsolidated joint ventures


14,275



81,314



35,154Cash distributions of income from unconsolidated joint ventures


2,991



2,439



5,285(Gain) loss on extinguishment of debt


(148,077
)


-



413Changes in operating assets and liabilities:Decrease (increase) in accounts receivable


19,520



(7,820
)


293,394Decrease (increase) in income tax receivable


163,578



(109,519
)


(63,981
)Decrease in inventory


208,371



572,746



134,953Decrease in other assets


25,072



49,600



100,556Decrease in trade accounts payable


(20,086
)


(27,916
)


(21,978
)Decrease in other liabilities


(150,260
)


(161,113
)


(108,809
)Other changes


232



(5,901
)


1,197Net cash provided by operating activities


93,825



315,567



509,371Cash flows from investing activities:Capital expenditures


(7,034
)


(10,566
)


(29,474
)Investments in unconsolidated joint ventures


(25,537
)


(13,758
)


(24,505
)Changes in restricted cash


(49,164
)


4,874



(298
)Distributions from unconsolidated joint ventures


2,054



1,050



2,229Net cash used in investing activities


(79,681
)


(18,400
)


(52,048
)Cash flows from financing activities:Borrowings under credit facilities and warehouse line


-



-



169,888Repayment of credit facilities and warehouse line


-



-



(264,769
)Repayment of other secured notes payable


(21,246
)


(100,740
)


(31,139
)Proceeds from issuance of senior secured notes


223,750



-



-Repurchase of senior notes


(243,283
)


-



(30,413
)Borrowings under model home financing obligations


-



-



5,919Repayment of model home financing obligations


(40,870
)


(42,885
)


(8,882
)Debt issuance costs


(7,195
)


(22,335
)


(2,259
)Proceeds from stock option exercises


-



-



4,422Common stock redeemed


(22
)


(52
)


(348
)Excess tax (benefit) deficiency from equity-based compensation


(2,273
)


(1,158
)


2,635Dividends paid


-



-



(15,610
)Net cash used in financing activities


(91,139
)


(167,170
)


(170,556
)(Decrease) increase in cash and cash equivalents


(76,995
)


129,997



286,767Cash and cash equivalents at beginning of period


584,334



454,337



167,570Cash and cash equivalents at end of period

$
507,339


$
584,334


$
454,337    63




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##### Table of Contents



(1)
    Summary
    of Significant Accounting Policies  Organization.
  The FASB Accounting Standards Codification and the Hierarchy
    of Generally Accepted Accounting Principles, a replacement of
    FASB Statement No. 162
  Subsequent Events
  Presentation.
  Cash and Cash Equivalents and Restricted Cash.
  Accounts Receivable.
  Inventory. Consolidation of Variable Interest Entities and/or
 64




---



##### Table of Contents



Product Financing Arrangements
  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
 65




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##### Table of Contents




    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.       66




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##### Table of Contents



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.       67




---



##### Table of Contents



Goodwill. Goodwill and Other Intangible Assets
    September 30,


Fiscal 2008


September 30,


Fiscal 2009(In thousands)

2007


Impairments


2008


Impairments


September 30,
    2009West

$
35,918


$
(29,033
)

$
6,885


$
(6,885
)

$
-East


28,330



(19,072
)


9,258



(9,258
)


-Discontinued Operations


4,365



(4,365
)


-



-



-Total

$
68,613


$
(52,470
)

$
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
  Accounting for Income Taxes
 68




---



##### Table of Contents



Other Liabilities.
  September 30,


September 30,(In thousands)

2009


2008Income tax liabilities

$
50,850


$
71,210Accrued warranty expenses


30,100



40,822Accrued interest


32,533



39,551Accrued and deferred compensation


29,379



54,194Customer deposits


5,507



7,339Other


78,946



145,476Total

$
227,315


$
358,592   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
  and/or
        Earnings Per Share (EPS).
  Fair Value of Financial Instruments.
 69




---



##### Table of Contents



Stock-Based Compensation. Share-Based Payme No. 96-18: Accounting for Equity Instruments That Are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services
    Use of Estimates.
  Recently Adopted Accounting Pronouncements. The Fair Value Option
    for Financial Assets and Financial Liabilities 
    Including an amendment of FASB Statement No. 115 (ASC
    825)
  FSP 107-1 28-1, Interim Disclosures about Fair Value of Financial Instruments FSP 107-1 Disclosures about Fair Value
    Instruments Interim Financial Reporting FSP 107-1 28-1
   70




---



##### Table of Contents



Recent Accounting Pronouncements Not Yet Adopted. Fair Value
    Measurements (ASC 820) 157-2, Effective Date of FASB Statement No. 157 (ASC 820)
  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 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 14-1
  Amendments to FASB Interpretation No. 46(R)
  (2)
    Supplemental
    Cash Flow Information   71




---



##### Table of Contents



(in thousands)
  2009


2008


2007Supplemental disclosure of non-cash activity:Decrease in consolidated inventory not owned

$
(44,252
)

$
(107,323
)

$
(152,772
)Land acquired through issuance of notes payable


3,064



33,285



59,948Land acquired through capital distributions from joint ventures


13,796



-



-Issuance of stock under deferred bonus stock plans


1,543



1,799



2,080Decrease in retained earnings from FIN 48 adoption


-



(10,112
)


-   (3)
    Investments
    in Unconsolidated Joint Ventures    (in thousands)

2009


2008Beazers investment in joint ventures

$
30,124


$
33,065Total equity of joint ventures


328,875



340,674Total outstanding borrowings of joint ventures


422,682



524,431Beazers estimate of its portion of
    loan-to-value
    maintenance guarantees


3,850



5,839Beazers estimate of its portion of repayment guarantees


15,789



39,166       and/or
   72




---



##### Table of Contents



loan-to-value
      loan-to-value
  Guarantors Accounting and Disclosure Requirements for
    Guarantees, Including Indirect Guarantees of Indebtedness of
    Oth
  Construction
    Completion Guarantees
  73




---



##### Table of Contents



Loan-to-Value
    Maintenance Agreements
 loan-to-value loan-to-value
    Repayment
    Guarantees
     Environmental
    Indemnities
  74




---



##### Table of Contents



(4)
    Inventory  September 30,


September 30,(in thousands)

2009


2008Homes under construction

$
219,724


$
338,971Development projects in progress


487,457



572,275Land held for future development


417,834



407,320Land held for sale


42,470



85,736Capitalized interest


38,338



45,977Model homes


59,618



94,727Total owned inventory

$
1,265,441


$
1,545,006       September 30, 2009


September 30, 2008Projects in


Held for Future


Land Held for


Total Owned


Projects in


Held for Future


Land Held for


Total OwnedProgress


Development


Sale


Inventory


Progress


Development


Sale


InventoryWest Segment

$
282,753


$
345,050


$
8,171


$
635,974


$
348,475


$
341,784


$
26,515


$
716,774East Segment


340,859



49,097



2,927



392,883



394,643



44,387



3,642



442,672Southeast Segment


121,621



23,687



423



145,731



165,231



21,149



14,841



201,221Unallocated


56,992



-



-



56,992



128,299



-



-



128,299Discontinued Operations


2,912



-



30,949



33,861



15,302



-



40,738



56,040Total

$
805,137


$
417,834


$
42,470


$
1,265,441


$
1,051,950


$
407,320


$
85,736


$
1,545,006    75




---



##### Table of Contents



Inventory Impairments. (in thousands)
  Fiscal Year Ended September 30,2009


2008


2007Development projects and homes in process (Held for Development)West

$
42,842


$
147,278


$
224,782East


10,005



72,040



95,734Southeast


22,160



51,663



68,220Unallocated


5,116



21,769



23,853Subtotal

$
80,123


$
292,750


$
412,589Land Held for SaleWest

$
9,357


$
8,505


$
46,138East


1,071



18,068



798Southeast


2,452



34,608



500Subtotal

$
12,880


$
61,181


$
47,436Lot Option AbandonmentsWest

$
99


$
15,356


$
54,703East


2,949



10,362



23,979Southeast


947



26,519



33,332Subtotal

$
3,995


$
52,237


$
112,014Continuing Operations

$
96,998


$
406,168


$
572,039Discontinued OperationsHeld for Development

$
93


$
19,872


$
28,326Land Held for Sale


9,012



55,593



588Lot Option Abandonments


1,024



28,995



10,911Subtotal

$
10,129


$
104,460


$
39,825Total Company

$
107,127


$
510,628


$
611,864      76




---



##### Table of Contents



77




---



##### Table of Contents



(5)
    Interest    Fiscal Year Ended September 30,2009


2008


2007Capitalized interest in inventory, beginning of year


$45,977


$
87,560


$
78,996Interest incurred


133,481



139,659



148,444Capitalized interest impaired


(3,376
)


(13,795
)


(12,350
)Interest expense not qualified for capitalization and included
    as other expense


(83,030
)


(55,185
)


-Capitalized interest amortized to house construction and land
    sales expenses


(54,714
)


(112,262
)


(127,530
)Capitalized interest in inventory, end of year


$38,338


$
45,977


$
87,560   (6)
    Property,
    Plant and Equipment  (in thousands)
  September 30,2009


2008Building

$
2,378


$
2,391Model and sales office improvements


57,010



65,040Leasehold improvements


8,298



8,809Computer and office equipment


18,709



19,354Information systems


25,148



22,625Furniture and fixtures


8,168



8,696119,711



126,915Less: Accumulated depreciation


(93,772
)


(87,093
)$
25,939


$
39,822  78




---



##### Table of Contents



(7)
    Borrowings
  (in thousands)
  September 30,


September 30,Maturity Date

2009


2008Secured Revolving Credit Facility

July 2011

$
-


$
-8 5/8% Senior Notes*

May 2011


127,254



180,0008 3/8% Senior Notes*

April 2012


303,599



340,0006 1/2% Senior Notes*

November 2013


164,473



200,0006 7/8% Senior Notes*

July 2015


209,454



350,0008 1/8% Senior Notes*

June 2016


180,879



275,00012% Senior Secured Notes*

September 2017


250,000



-4 5/8% Convertible Senior Notes*

June 2024


154,500



180,000Junior subordinated notes

July 2036


103,093



103,093Other secured notes payable

Various Dates


12,543



50,618Model home financing obligations

Various Dates


30,361



71,231Unamortized debt discounts




(27,257
)


(2,565
)Total



$
1,508,899


$
1,747,377      Secured Revolving Credit Facility
    Senior Notes
   79




---



##### Table of Contents



Form S-3
    EITF 96-19  Debtors Accounting for a Modification or Exchange of
    Debt Instruments
  8 3/8% Senior 6 7/8% Senior
   80




---



##### Table of Contents



Junior Subordinated Notes
  Other Secured Notes Payable
    Model Home Financing Obligations Accounting for Leases
  (in thousands)
  Year Ending September 30,2010


$30,6682011


289,7692012


306,6192013


164,7972014


324Thereafter


743,979Total


$1,536,156  81




---



##### Table of Contents



(8)
    Income
    Taxes  (in thousands)
  Fiscal Year Ended September 30,2009


2008


2007Current federal


$(13,025
)


$ (145,361
)


$  (56,578
)Current state


(162
)


(3,123
)


1,250Deferred federal


1,459



212,624



(131,054
)Deferred state


3,197



7,515



(16,489
)Total


$  (8,531
)


$71,655



$(202,871
)   (in
    thousands)
  Fiscal Year Ended September 30,2009


2008


2007Income tax computed at statutory rate


$(65,291
)


$(255,190
)


$(201,108
)State income taxes, net of federal benefit


(2,936
)


6,740



(19,381
)Penalties


5,146



-



-Impairment of non-deductible goodwill


5,158



16,446



16,238Valuation allowance


46,062



307,080



-Other, net


3,330



(3,421
)


1,380Total


$(8,531
)


$71,655



$(202,871
)   (in thousands)
  September 30,2009


2008Deferred tax assets:Warranty and other reserves


$22,407



$24,927Incentive compensation


15,660



20,854Property, equipment and other assets


4,803



4,320Federal and state tax carryforwards


186,088



85,711Inventory adjustments


191,119



237,487FIN 48


39,083



47,677Other


1,699



3,505Total deferred tax assets


460,859



424,481Deferred tax liabilties:Inventory adjustments


-



-Other


-



(3,686
)Total deferred tax liabilities


-



(3,686
)Valuation allowance


(453,339
)


(400,579
)Net deferred tax assets


$7,520



$20,216    82




---



##### Table of Contents



Fiscal Year Ended September 30,2009


2008Balance at beginning of year


$57,916



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


(3,527
)


891Additions for tax positions related to prior years


211



12,232Reductions for tax positions of prior years


(219
)


(22,440
)Settlements with taxing authorities


(8,572
)


(3,767
)Lapse of statute of limitations


(3,961
)


(1,500
)Balance at end of year


$41,848



$57,916  83




---



##### Table of Contents



(9)
    Leases  (in
    thousands)
  Year Ending September 30,2010


$9,0662011


7,3962012


5,4782013


4,4832014


1,245Thereafter


726Total


$ 28,394  84




---



##### Table of Contents



(10)
    Stockholders
    Equity  Preferred Stock.
  Common Stock Repurchase Plan.
    Dividends.
  (11)
    Retirement
    Plan and Incentive Awards  401(k) Retirement Plan.
  Deferred Compensation Plan.
  Stock Incentive Plans.
 85




---



##### Table of Contents



Stock Option and SSAR Awards.
    Fiscal Year Ended September 30,

2009


2008


2007Weighted Average





Weighted Average





Weighted AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


1,848,995



$45.78



2,052,379



$45.01



2,135,572



$43.82Granted


671,600



3.94



-



-



538,594



38.61Exercised


-



-



-



-



(312,501
)


14.15Forfeited


(34,761
)


44.28



(111,670
)


46.55



(309,286
)


56.84Cancelled with exchange


(292,969
)


43.05



-



-



-



-Expired


(83,951
)


40.41



(91,714
)


27.71



-



-Outstanding at end of year


2,108,914



$33.07



1,848,995



$45.78



2,052,379



$45.01Exercisable at end of year


773,869



$ 40.40



704,762



$ 29.31



617,914



$ 26.36     Stock Options/SSARs Outstanding


Stock Options/SSARs ExercisableWeighted








WeightedAverage








AverageContractual


Weighted





Contractual


WeightedRange of




Remaining


Average





Remaining


AverageExercise

Number


Life


Exercise


Number


Life


ExercisePrices

Outstanding


(Years)


Price


Exercisable


(Years)


Price$3 - $9


685,715



6.74


$
4.00



14,115



0.60


$
6.81$18 - $21


189,774



3.17



20.52



189,774



3.17



20.52$24 - $29


134,037



2.52



26.85



134,037



2.52



26.85$30 - $39


439,015



3.45



34.59



174,309



1.73



35.50$40 - $49


19,509



4.36



43.10



-



0.00



43.10$62 - $66


72,019



3.11



62.27



72,019



3.11



62.27$68 - $69


568,845



3.34



68.56



189,615



3.34



68.56$3 - $69


2,108,914



4.40


$
33.07



773,869



2.72


$
40.40    86




---



##### Table of Contents



Nonvested Stock Awards.
         87




---



##### Table of Contents



Weighted AverageShares


Fair ValueBeginning of year


782,866


$
46.80Granted


453,738



3.94Granted in exchange


90,405



4.16Vested


(152,522
)


31.48Forfeited


(47,607
)


59.35End of year


1,126,880


$
27.66     (12)
    Contingencies  Accounting for Contingencies
  Warranty Reserves.
     88




---



##### Table of Contents



Fiscal Year EndedSeptember 30,2009


2008


2007Balance at beginning of year

$
40,822


$
57,053


$
99,030Provisions (1)


4,249



11,630



4,736Payments


(14,971
)


(27,861
)


(46,713
)Balance at end of year

$
30,100


$
40,822


$
57,053     Investigations
  Independent Investigation.
 89




---



##### Table of Contents



and/or Form 10-K
  United States Attorney, State and Federal Agency
    Investigations.
         90




---



##### Table of Contents



Litigation
  Securities Litigation.
  Rule 10b-5
  Derivative Shareholder Actions. Rule 10b-5
 91




---



##### Table of Contents



ERISA Class Actions.
  Homeowners Class Action Lawsuits and Multi-Plaintiff
    Lawsuit. § 75-1.1
    and/or and/or
 92




---



##### Table of Contents



Other
    Matters
       93




---



##### Table of Contents



(13)
    Segment
    Information  Disclosures About Segments of an
    Enterprise and Related Information
  West:
    Arizona, California, Nevada, New Mexico and Texas East:
    Delaware, Indiana, Maryland, New Jersey, New York, North
    Carolina (Raleigh), Pennsylvania, Tennessee (Nashville) and
    Virginia Southeast:
    Florida, Georgia and South Carolina     94




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##### Table of Contents



Fiscal Year Ended September 30,2009


2008


2007RevenueWest

$
416,027


$
674,103


$
1,321,870East


406,112



780,380



889,597Southeast


181,260



354,837



817,453Financial Services


1,813



4,193



8,068Total

$
1,005,212


$
1,813,513


$
3,036,988   Fiscal Year Ended September 30,2009


2008


2007Operating (loss) incomeWest

$
(32,019
)

$
(140,989
)

$
(228,271
)East


(6,094
)


(63,913
)


(62,332
)Southeast


(30,025
)


(109,675
)


(20,122
)Financial Services


697



1,681



4,696Segment total


(67,441
)


(312,896
)


(306,029
)Corporate and unallocated (a)


(174,710
)


(303,162
)


(242,220
)Total operating loss


(242,151
)


(616,058
)


(548,249
)Equity in loss of unconsolidated joint ventures


(13,303
)


(76,552
)


(35,077
)Gain (loss) on extinguishment of debt


144,503



-



(413
)Other (expense) income, net


(75,595
)


(36,505
)


9,146Loss from continuing operations before income taxes

$
(186,546
)

$
(729,115
)

$
(574,593
)   Fiscal Year Ended September 30,2009


2008


2007Depreciation and amortizationWest

$
6,823


$
8,832


$
13,196East


5,936



8,103



7,075Southeast


2,224



3,187



3,915Financial Services


10



29



30Segment total


14,993



20,151



24,216Corporate and unallocated (a)


3,743



4,557



4,028Consolidated total

$
18,736


$
24,708


$
28,244   95




---



##### Table of Contents



September 30,


September 30,2009


2008Assets (b)West

$
664,857


$
779,863East


428,673



507,412Southeast


182,155



225,125Financial Services


35,720



38,156Corporate and unallocated (c)


680,047



1,024,681Discontinued operations


37,958



66,562Consolidated total

$
2,029,410


$
2,641,799   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 2009 includes $8.3 million of
    investigation-related costs and approximately $16 million
    for obligations related to the government investigations (see
    Note 12). Fiscal 2008 and 2007 include $31.8 million
    and $10.8 million, respectively, of investigation-related
    costs (an additional $6.4 million was incurred in fiscal
    2007 related to Beazer Mortgage and is recorded in our
    discontinued operations). Fiscal 2009, 2008 and 2007 include
    $16.1 million, $52.5 million and $52.8 million of
    non-cash goodwill impairment charges to write-off all of the
    goodwill allocated to certain underperforming markets (see
    Note 1). Fiscal 2008 and fiscal 2007 also include
    reductions of $2.5 million and $23.8 million,
    respectively, in the accrual and costs related to construction
    defect claims for Trinity moisture intrusion (see Note 12).b.
    Segment assets as of September 30, 2008 include goodwill
    assigned from prior acquisitions. See Note 1 for goodwill
    by segment as of September 30, 2008.c.
    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.  (14)
    Discontinued
    Operations       96




---



##### Table of Contents



$ in thousands
  Fiscal Year Ended September 30,2009


2008


2007Total revenue

$
17,990


$
264,627


$
453,831Home construction and land sales expenses


15,922



245,241



385,570Inventory impairments and lot option abandonments


10,129



104,460



39,825Gross (loss) profit


(8,061
)


(85,074
)


28,436Selling, general and administrative expenses


6,100



42,440



79,608Depreciation and amortization


148



3,001



5,350Goodwill impairment


-



4,365



1,130Operating loss


(14,309
)


(134,880
)


(57,652
)Equity in loss of unconsolidated joint ventures


(972
)


(4,762
)


(77
)Gain on extinguishment of debt


3,574



-



-Other (expense) income, net


(206
)


1,608



(958
)Loss from discontinued operations before income taxes


(11,913
)


(138,034
)


(58,687
)(Benefit from) provision for income taxes


(545
)


13,108



(19,336
)Loss from discontinued operations, net of tax

$
(11,368
)

$
(151,142
)

$
(39,351
)       2009


2008ASSETSCash and cash equivalents

$
-


$
198Accounts receivable


979



7,127Inventory


33,861



56,040Other


3,118



3,197Assets of discontinued operations

$
37,958


$
66,562LIABILITIESTrade accounts payable and other liabilities

$
5,719


$
10,978Accrued warranty expenses


6,486



7,746Other secured notes payable


-



16,319Liabilities of discontinued operations

$
12,205


$
35,043   (15)
    Supplemental
    Guarantor Information   97




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Balance Sheet Information
  September 30,
    2009
  (in
    thousands)
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.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



-



-



26,356Senior notes (net of discounts of $27,257)



1,362,902



-



-



-



1,362,902Junior subordinated notes



103,093



-



-



-



103,093Other secured notes payable



-



12,543



-



-



12,543Model home financing obligations



30,361



-



-



-



30,361Total 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  98




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Balance Sheet Information
  September 30,
    2008
  (in
    thousands)
  ConsolidatedBeazer











BeazerHomes


Guarantor


Non-Guarantor


Consolidating


HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.ASSETSCash and cash equivalents


$
575,856


$
14,806


$
5


$
(6,333
)

$
584,334Restricted cash



-



297



-



-



297Accounts receivable (net of allowance of $8,915)



-



46,504



51



-



46,555Income tax receivable



173,500



-



-



-



173,500Owned inventory



-



1,545,006



-



-



1,545,006Consolidated inventory not owned



-



106,655



-



-



106,655Investments in unconsolidated joint ventures



3,093



29,972



-



-



33,065Deferred tax assets



20,216



-



-



-



20,216Property, plant and equipment, net



-



39,822



-



-



39,822Goodwill



-



16,143



-



-



16,143Investments in subsidiaries



393,783



-



-



(393,783
)


-Intercompany



979,646



(989,138
)


3,159



6,333



-Other assets



35,701



33,518



6,987



-



76,206Total assets


$
2,181,795


$
843,585


$
10,202


$
(393,783
)

$
2,641,799LIABILITIES AND STOCKHOLDERS EQUITYTrade accounts payable


$
-


$
90,371


$
-


$
-


$
90,371Other liabilities



108,975



243,010



6,607



-



358,592Intercompany



1,210



-



(1,210
)


-



-Obligations related to consolidated inventory not owned



-



70,608



-



-



70,608Senior notes (net of discounts of $2,565)



1,522,435



-



-



-



1,522,435Junior subordinated notes



103,093



-



-



-



103,093Other secured notes payable



-



50,618



-



-



50,618Model home financing obligations



71,231



-



-



-



71,231Total liabilities



1,806,944



454,607



5,397



-



2,266,948Stockholders equity



374,851



388,978



4,805



(393,783
)


374,851Total liabilities and stockholders equity


$
2,181,795


$
843,585


$
10,202


$
(393,783
)

$
2,641,799  99




---



##### Table of Contents



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


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.Total revenue


$
-


$
1,004,608


$
604


$
-


$
1,005,212Home construction and land sales expenses



54,714



832,693



-



-



887,407Inventory impairments and option contract abandonments



3,376



93,622



-



-



96,998Gross (loss) profit



(58,090
)


78,293



604



-



20,807Selling, general and administrative expenses



-



228,124



(45
)


-



228,079Depreciation and amortization



-



18,736



-



-



18,736Goodwill impairment



-



16,143



-



-



16,143Operating (loss) income



(58,090
)


(184,710
)


649



-



(242,151
)Equity in loss of unconsolidated joint ventures



-



(13,303
)


-



-



(13,303
)Gain on extinguishment of debt



130,229



14,274



-



-



144,503Other (expense) income, net



(83,030
)


7,684



(249
)


-



(75,595
)(Loss) income before income taxes



(10,891
)


(176,055
)


400



-



(186,546
)(Benefit from) provision for income taxes



(3,761
)


(4,934
)


164



-



(8,531
)Equity in loss of subsidiaries



(170,885
)


-



-



170,885



-Net (loss) income from continuing operations



(178,015
)


(171,121
)


236



170,885



(178,015
)Net loss from discontinued operations



-



(11,368
)


-



-



(11,368
)Equity in loss of subsidiaries



(11,368
)


-



-



11,368



-Net (loss) income


$
(189,383
)

$
(182,489
)

$
236


$
182,253


$
(189,383
)   Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Operations Information
  Fiscal
    Year Ended September 30, 2008
  (in
    thousands)
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.Total revenue


$
-


$
1,812,859


$
654


$
-


$
1,813,513Home construction and land sales expenses



112,262



1,529,008



-



-



1,641,270Inventory impairments and option contract abandonments



13,795



392,373



-



-



406,168Gross (loss) profit



(126,057
)


(108,522
)


654



-



(233,925
)Selling, general and administrative expenses



-



309,055



265



-



309,320Depreciation and amortization



-



24,708



-



-



24,708Goodwill impairment



-



48,105



-



-



48,105Operating (loss) income



(126,057
)


(490,390
)


389



-



(616,058
)Equity in loss of unconsolidated joint ventures



-



(76,552
)


-



-



(76,552
)Other (expense) income, net



(55,185
)


18,441



239



-



(36,505
)(Loss) income before income taxes



(181,242
)


(548,501
)


628



-



(729,115
)(Benefit from) provision for income taxes



(67,567
)


139,002



220



-



71,655Equity in loss of subsidiaries



(687,095
)


-



-



687,095



-Net (loss) income from continuing operations



(800,770
)


(687,503
)


408



687,095



(800,770
)Net loss from discontinued operations



-



(151,142
)


-



-



(151,142
)Equity in loss of subsidiaries



(151,142
)


-



-



151,142



-Net (loss) income


$
(951,912
)

$
(838,645
)

$
408


$
838,237


$
(951,912
)  100




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Operations Information
  Fiscal
    Year Ended September 30, 2007
  (in
    thousands)
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesUSA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.Total revenue


$
-


$
3,035,063


$
1,925


$
-


$
3,036,988Home construction and land sales expenses



148,444



2,446,560



-



(20,914
)


2,574,090Inventory impairments and option contract abandonments



-



572,039



-



-



572,039Gross (loss) profit



(148,444
)


16,464



1,925



20,914



(109,141
)Selling, general and administrative expenses



-



358,224



1,015



-



359,239Depreciation and amortization



-



28,244



-



-



28,244Goodwill impairment



-



51,625



-



-



51,625Operating (loss) income



(148,444
)


(421,629
)


910



20,914



(548,249
)Equity in (loss) of unconsolidated joint ventures



-



(35,077
)


-



-



(35,077
)Loss on extinguishment of debt



(413
)


-



-



-



(413
)Other income, net



-



8,967



179



-



9,146(Loss) income before income taxes



(148,857
)


(447,739
)


1,089



20,914



(574,593
)(Benefit from) provision for income taxes



(56,820
)


(154,473
)


417



8,005



(202,871
)Equity in loss of subsidiaries



(279,685
)


-



-



279,685



-Net (loss) income from continuing operations



(371,722
)


(293,266
)


672



292,594



(371,722
)Net loss from discontinued operations



-



(39,351
)


-



-



(39,351
)Equity in loss of subsidiaries



(39,351
)


-



-



39,351



-Net (loss) income


$
(411,073
)

$
(332,617
)

$
672


$
331,945


$
(411,073
)   Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Cash Flow Information
  (in thousands)
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesFiscal Year Ended September 30, 2009


USA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.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
)Changes in restricted cash



(48,326
)


(838
)


-



-



(49,164
)Distributions 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 other secured notes payable



-



(21,246
)


-



-



(21,246
)Proceeds from issuance of senior secured notes



223,750



-



-



-



223,750Repurchase of senior notes



(243,283
)


-



-



-



(243,283
)Repayment of model home financing obligations



(40,870
)


-



-



-



(40,870
)Debt 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 provided by (used in) 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  101




---



##### Table of Contents



Beazer
    Homes USA, Inc.
  Consolidating
    Statement of Cash Flow Information
  (in thousands)
  ConsolidatedBeazer Homes


Guarantor


Non-Guarantor


Consolidating


Beazer HomesFiscal Year Ended September 30, 2008


USA, Inc.


Subsidiaries


Subsidiaries


Adjustments


USA, Inc.Net cash (used in)/provided by 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
)Changes in restricted cash



-



4,874



-



-



4,874Distributions 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 other secured notes payable



-



(100,740
)


-



-



(100,740
)Repayment of model home financing obligations



(42,885
)


-



-



-



(42,885
)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
)

$
584,334For the fiscal year ended September 30, 2007Net cash provided by operating activities


$
(329,882
)

$
838,486


$
767


$
-


$
509,371Cash flows from investing activities:Capital expenditures



-



(29,474
)


-



-



(29,474
)Investments in unconsolidated joint ventures



-



(24,505
)


-



-



(24,505
)Changes in restricted cash



-



(298
)


-



-



(298
)Distributions from and proceeds from sale of unconsolidated
    joint ventures



-



2,229



-



-



2,229Net cash (used in) provided by investing activities



-



(52,048
)


-



-



(52,048
)Cash flows from financing activities:Borrowings under credit facilities and warehouse line



-



169,888



-



-



169,888Repayment of credit facilities and warehouse line



-



(264,769
)


-



-



(264,769
)Repayment of other secured notes payable



-



(31,139
)


-



-



(31,139
)Repurchase of senior notes



(30,413
)


-



-



-



(30,413
)Borrowings under model home financing obligations



5,919



-



-



-



5,919Repayment of model home financing obligations



(8,882
)


-



-



-



(8,882
)Debt issuance costs



(1,935
)


(324
)


-



-



(2,259
)Proceeds from stock option exercises



4,422



-



-



-



4,422Common stock redeemed



(348
)


-



-



-



(348
)Tax benefit from stock transactions



2,635



-



-



-



2,635Dividends paid



(15,610
)


-



-



-



(15,610
)Advances to/from subsidiaries



566,475



(661,058
)


(37
)


94,620



-Net cash provided by (used in) financing activities



522,263



(787,402
)


(37
)


94,620



(170,556
)Increase (Decrease) in cash and cash equivalents



192,381



(964
)


730



94,620



286,767Cash and cash equivalents at beginning of period



254,915



10,664



829



(98,838
)


167,570Cash and cash equivalents at end of period


$
447,296


$
9,700


$
1,559


$
(4,218
)

$
454,337  102




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC
 ACCOUNTING FIRM
              Internal Control  Integrated Framework
      103




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC
 ACCOUNTING FIRM ON INTERNAL CONTROL
 OVER FINANCIAL REPORTING
      Internal Control  Integrated Framework
        Internal Control  Integrated Framework
        104




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##### Table of Contents



Quarterly
    Financial Data
  (unaudited)
  Quarter EndedDecember 31

March 31

June 30

September 30Fiscal 2009Total revenue

$
218,169


$
186,624


$
224,071


$
376,348Gross profit (loss) (a)


12,261



(22,186
)


5,821



24,911Goodwill impairment (b)


16,143



-



-



-Operating loss


(61,460
)


(92,766
)


(48,762
)


(39,163
)Net (loss) income from continuing operations (c)


(79,159
)


(108,739
)


(25,417
)


35,300Basic EPS from continuing operations

$
(2.05
)

$
(2.81
)

$
(0.65
)

$
0.91Diluted EPS from continuing operations

$
(2.05
)

$
(2.81
)

$
(0.65
)

$
0.87Fiscal 2008Total revenue

$
435,521


$
351,647


$
376,550


$
649,795Gross loss (a)


(69,303
)


(125,351
)


(34,731
)


(4,540
)Goodwill impairment (b)


-



48,105



-



-Operating loss


(153,697
)


(244,365
)


(115,621
)


(102,375
)Net loss from continuing operations


(88,150
)


(177,402
)


(81,383
)


(453,835
)(c)Basic and diluted EPS from continuing operations

$
(2.29
)

$
(4.60
)

$
(2.11
)

$
(11.77
)   (a)
    
    Gross profit (loss) in fiscal 2009 and 2008 includes inventory
    impairment and option contract abandonments as follows:  (In thousands)

Fiscal 2009

Fiscal 20081st Quarter

$
12,390


$
124,6352nd Quarter


42,929



154,6883rd Quarter


11,792



75,9434th Quarter


29,887



50,902$
96,998


$
406,168   (b)
    
    In the first quarter of fiscal 2009, the Company recognized
    non-cash goodwill impairment charges to write off all of its
    remaining goodwill. In fiscal 2008, the Company recognized
    non-cash goodwill impairment charges to write off all of the
    goodwill allocated to our Arizona, New Jersey, Southern
    California and Virginia reporting units.(c)
    
    Net loss from continuing operations for the third and fourth
    quarters of fiscal 2009 include $55.2 million and
    $89.3 million, respectively, of gain on extinguishment of
    debt related to the repurchase of certain of our Senior Notes
    and Other Secured Notes Payable at a discount. Net loss from
    continuing operations for the fourth quarter of fiscal 2008
    includes the impact of our $398.6 million valuation
    allowance charge for substantially all of our deferred tax
    assets.  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
   105




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##### Table of Contents



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
    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. 106




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##### Table of Contents




    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   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.
  Code of
    Ethics
   107




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##### Table of Contents



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, 2009, 2008 and 2007.


60Consolidated Balance Sheets as of September 30, 2009 and
    2008.


61Consolidated Statements of Stockholders Equity for the
    years ended September 30, 2009, 2008 and 2007.


62Consolidated Statements of Cash Flows for the years ended
    September 30, 2009, 2008 and 2007.


63Notes to Consolidated Financial Statements.


64   2.
    Financial
    Statement Schedules    3.
    Exhibits  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, 2008
    (File No. 001-12822)3.2

--

Third Amended and Restated Bylaws of the Company 
    incorporated herein by reference to Exhibit 3.1 of the
    Companys Form 8-K filed on July 1, 2008 (File No.
    001-12822)4.1

--

Indenture dated as of May 21, 2001 among the Company and U.S.
    Bank Trust National Association, as trustee, related to the
    Companys 8 5/8% Senior Notes due
    2011  incorporated herein by reference to
    Exhibit 4.4 of the Companys Form 10-K for the year ended
    September 30, 2001 (File No. 001-12822) 108




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##### Table of Contents



4.2

--

Supplemental Indenture (8 5/8% Notes) dated as of May 21,
    2001 among the Company, its subsidiaries party thereto and U.S.
    Bank Trust National Association, as
    trustee  incorporated herein by reference to
    Exhibit 4.5 of the Companys Form 10-K for the year ended
    September 30, 2001 (File No. 001-12822)4.3

--

Form of 8 5/8% Senior Notes due
    2011  incorporated herein by reference to
    Exhibit 4.6 of the Companys Form 10-K for the year ended
    September 30, 2001 (File No. 001-12822)4.4

--

Specimen of Common Stock
    Certificate  incorporated herein by reference to
    Exhibit 4.1 of the Companys Registration Statement on Form
    S-1 initially filed on December 6, 19934.5

--

Indenture dated as of April 17, 2002 among Beazer, the
    Guarantors party thereto and U.S. Bank Trust National
    Association, as trustee, related to the Companys 8
    3/8% Senior Notes due 2012  incorporated herein
    by reference to Exhibit 4.11 of the Companys Registration
    Statement on Form S-4 filed on July 16, 20024.6

--

First Supplemental Indenture dated as of April 17, 2002 among
    Beazer, the Guarantors party thereto and U.S. Bank Trust
    National Association, as trustee, related to the Companys
    8 3/8% Senior Notes due
    2012  incorporated herein by reference to
    Exhibit 4.12 of the Companys Registration Statement on
    Form S-4 filed on July 16, 20024.7

--

Form of 8 3/8% Senior Notes due
    2012  incorporated herein by reference to
    Exhibit 4.14 of the Companys Registration Statement on
    Form S-4 filed on July 16, 20024.8

--

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, 2003 (File No.
    001-12822)4.9

--

Form of 6 1/2% 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, 2003
    (File No. 001-12822)4.10

--

Indenture dated as of June 8, 2004 among Beazer, the Guarantors
    party thereto and SunTrust Bank, as trustee, related to the 4
    5/8% Convertible Senior Notes due
    2024  incorporated herein by reference to
    Exhibit 4.1 of the Companys Form 10-Q for the quarter
    ended June 30, 2004 (File No. 001-12822)4.11

--

Form of 4 5/8% Convertible Senior Notes due
    2024  incorporated herein by reference to
    Exhibit 4.2 of the Companys Form 10-Q for the quarter
    ended June 30, 2004 (File No. 001-12822)4.12

--

Form of 6 7/8% Senior Notes due
    2015  incorporated herein by reference to
    Exhibit 4.2 of the Companys Form 8-K filed on June 13, 20054.13

--

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, 20054.14

--

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, 2006 (File No. 001-12822)4.15

--

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, 2006 (File No. 001-12822)4.16

--

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, 2006 (File
    No. 001-12822)4.17

--

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, 2006 (File
    No. 001-12822) 109




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##### Table of Contents



4.18

--

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, 2006 (File
    No. 001-12822)4.19

--

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, 2006 (File
    No. 001-12822)4.20

--

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, 2007 (File
    No. 001-12822)4.21

--

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, 2007 (File
    No. 001-12822)4.22

--

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, 2007 (File
    No. 001-12822)4.23

--

Section 382 Rights Agreement, dated as of July 31,
    2009, between Beazer Homes USA, Inc. and American Stock
    Transfer & Trust Company, LLC, as Rights
    Agent  incorporated herein by reference to
    Exhibit 10.1 of the Companys
    Form 8-K
    filed on August 3, 2009
    (File No. 001-12822)4.24

--

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, 2009 (File
    No. 001-12822)4.25

--

Form of Senior Secured Note due 2017  incorporated
    herein by reference to Exhibit 4.2 of the Companys
    Form 8-K
    filed on September 11, 2009 (File
    No. 001-12822)4.26

--

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, 2009 (File
    No. 001-12822)10.1*

--

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, 2005 (File
    No. 001-12822)10.2*

--

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, 2001
    (File No. 001-12822)10.3*

--

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, 2008 (File
    No. 001-12822)10.4*

--

2005 Value Created Incentive Plan  incorporated
    herein by reference to Exhibit 10.4 of the Companys
    Form 10-K
    for the year ended September 30, 2004 (File
    No. 001-12822)10.5*

--

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, 2007 (File
    No. 001-12822)10.6*

--

Customer Survey Incentive Plan  incorporated herein
    by reference to Exhibit 10.6 of the Companys
    Form 10-K
    for the year ended September 30, 2004 (File
    No. 001-12822)10.7*

--

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, 2004 (File
    No. 001-12822) 110




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##### Table of Contents



10.8*

--

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, 2004 (File
    No. 001-12822)10.9*

--

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, 2004 (File
    No. 001-12822)10.10*

--

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, 2004 (File
    No. 001-12822)10.11*

--

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, 2006 (File
    No. 001-12822)10.12*

--

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, 2008 (File
    No. 001-12822)10.13*

--

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 (File
    No. 001-12822)10.14*

--

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, 2007 (File
    No. 001-12822)10.15*

--

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, 2008 (File
    No. 001-12822)10.16*

--

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, 2006 (File
    No. 001-12822)10.17*

--

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, 2008 (File
    No. 001-12822)10.18*

--

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, 2009 (File
    No. 001-12822)10.19*

--

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, 2007 (File
    No. 001-12822)10.20*

--

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, 2008 (File
    No. 001-12822)10.21*

--

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, 2008 (File
    No. 001-12822)10.22*

--

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, 2008 (File
    No. 001-12822)10.23*

--

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, 2006 (File
    No. 001-12822)10.24*

--

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)10.25*

--

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, 2005 (File
    No. 001-12822) 111




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##### Table of Contents



10.20*

--

Form of Indemnification Agreement  incorporated
    herein by reference to Exhibit 10.1 of the Companys
    Form 8-K
    filed on July 1, 2008 (File
    No. 001-12822)10.21

--

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, 2007 (File
    No. 001-12822)10.22

--

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, 2007 (File
    No. 001-12822)10.23

--

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, 2007 (File
    No. 001-12822)10.24

--

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 (File
    No. 001-12822)10.25

--

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, 2009 (File
    No. 001-12822)10.26

--

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, 2009 (File
    No. 001-12822)10.27*

--

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, 2007 (File
    No. 001-12822)10.28*

--

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, 2007 (File
    No. 001-12822)21

--

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  112




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##### Table of Contents



(c)
    Exhibits    21

--

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   113




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##### Table of Contents



SIGNATURES    Beazer Homes USA, Inc.By:

/s/  Ian
    J. McCarthyName: Ian J. McCarthyTitle: President and Chief  
    Executive OfficerDate: November 10, 2009     November 10, 2009

By:

/s/ Brian C. BeazerDate



Brian C. Beazer, Director and Non-Executive Chairman of the BoardNovember 10, 2009

By:

/s/ Ian J. McCarthyDate



Ian J. McCarthy, Director, Presidentand Chief Executive Officer(Principal Executive Officer)November 10, 2009

By:

/s/ Laurent AlpertDate



Laurent Alpert, DirectorNovember 10, 2009

By:

/s/ Peter G. LeemputteDate



Peter G. Leemputte, DirectorNovember 10, 2009

By:

/s/ Larry T. SolariDate



Larry T. Solari, DirectorNovember 10, 2009

By:

/s/ Stephen P. ZelnakDate



Stephen P. Zelnak, Jr., DirectorNovember 10, 2009

By:

/s/ Allan P. MerrillDate



Allan P. Merrill, Executive VicePresident and Chief FinancialOfficer (Principal Financial Officer)November 10, 2009

By:

/s/ Robert L. SalomonDate



Robert Salomon, Senior VicePresident, Chief Accounting Officerand Controller (Principal Accounting Officer)  114