CTX Qwest Corp. 7.00% Notes Due 2052

DALLAS, May 5 /PRNewswire-FirstCall/ -- Centex Corporation (NYSE:CTX) today reported financial results for its fiscal fourth quarter and fiscal year ended Mar. 31, 2009. Highlights of the quarter ended Mar. 31, 2009 (compared to last year's fourth quarter): -- Loss from continuing operations of $3.26 per diluted share -- Generated positive cash flow from operations -- Mar. 31 cash and cash equivalents balance of $1.77 billion, up from $638 million -- Reduced homebuilding SG&A expenses by 49% or $129 million Highlights of fiscal year 2009 (compared to fiscal year 2008): -- Total revenues decreased 54% to $3.83 billion -- Loss from continuing operations of $11.58 per diluted share -- Home closings decreased 47% to 14,434 -- Reduced total owned and controlled lot count by 27% to 64,334 lots "Housing markets remained challenged throughout the quarter, with the positives of historic affordability and low interest rates offset by rising foreclosures and high resale inventories. In this environment, Centex achieved a steady sales pace and maintained a consistent, healthy backlog. We are well-positioned in areas of relative strength: Centex serves the first-time and first move-up homebuyer, we have a meaningful presence in relatively healthy housing markets and approximately half of our active lot position is fully developed. We generated positive cash flow from operations for the seventh straight quarter, ending with $1.77 billion in cash and cash equivalents on hand," said Timothy R. Eller, chairman and CEO of Centex. "Additionally, the previously announced combination with Pulte continues to progress as expected, and we still anticipate the closing to be in the third calendar quarter of this year." Corporate Results Fiscal fourth-quarter revenues were $823 million, 64% lower than the same quarter last year. The loss from continuing operations for the fourth quarter was $406 million, or a loss of $3.26 per diluted share, narrower than last year's fourth-quarter loss of $908 million, or $7.34 per diluted share. Included in the fiscal fourth-quarter loss from continuing operations are $352 million of impairments and land-related charges, including the Company's share of joint venture impairments, compared to $362 million of impairments and other land-related charges in last year's fourth quarter. The fiscal fourth quarter's loss also includes $38 million of severance and lease abandonment charges. Fiscal year 2009's revenues were $3.83 billion, 54% lower than the $8.28 billion recorded in fiscal year 2008. The loss from continuing operations for fiscal year 2009 was $1.44 billion, or a loss of $11.58 per diluted share. The operating loss was primarily the result of $1.12 billion of impairments and write-offs recorded during the fiscal year. The 2009 fiscal year loss also includes $81 million of severance and lease abandonment charges. For fiscal year 2008, the loss from continuing operations was $2.66 billion or a loss of $21.71 per diluted share. Home Building Fiscal fourth-quarter revenues were $791 million, 65% lower than the same quarter last year, as a result of a 54% decrease in closings to 3,293 homes and an 11% decrease in average sales price to $238,283. Home building reported an operating loss of $407 million for the quarter, narrower than last year's fourth-quarter loss of $850 million. The operating loss includes $352 million of impairments and write-offs. Housing operating losses (housing revenues less housing cost of sales and SG&A) were $54 million this quarter, compared to a loss of $112 million in the previous year's fourth quarter, reflective of a 200 bps improvement in housing gross margin and a 310 bps increase in SG&A costs as a percentage of housing revenues. This year's fourth quarter SG&A costs include $27 million of costs related to severance and lease abandonment charges. For fiscal year 2009, home building revenues were $3.64 billion, 54% lower than last year. The reduction in revenues was a result of a 47% decrease in closings to 14,434 homes and a 10% decrease in average sales price to $247,900. The reported homebuilding operating loss was $1.25 billion for the fiscal year, narrower than last year's loss of $2.60 billion. The operating loss was primarily the result of $1.12 billion of impairments and write-offs recorded during the fiscal year. Financial Services Financial Services reported an operating loss of $7 million this quarter, narrowed from a loss of $39 million in last year's fourth quarter. This quarter's loss included a $10 million net increase in loan related reserves as well as $3 million in lease abandonment charges. For the fiscal year 2009, the operating loss was $59 million, compared to a loss of $138 million last year. This year's operating loss includes $37 million in severance and lease abandonment charges as well as $39 million in loan reserves and other related provisions. Non-GAAP Financial Measures Explanations of non-GAAP financial measures used in this press release and the accompanying attachments, and reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures, are given in the applicable attachments. Centex senior management will host a conference call to discuss the fourth-quarter financial results at 10 a.m. EDT (9 a.m. CDT) on Wednesday, May 6. The live webcast may be accessed on the Investor Relations section of the Centex web site at http://ir.centex.com/. A replay of the webcast and the presentation will be archived on the Investor Relations page under the "Presentations" link. Forward-Looking Statements This document includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, and the combined company's plans, objectives, expectations and intentions. These statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "may," "can," "could," "might," "will" and similar expressions identify forward-looking statements, including statements related to expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future. Such risks, uncertainties and other factors include, among other things: the ability to obtain regulatory approvals of the merger on the proposed terms and schedule contemplated by the parties; the failure of Centex's stockholders to approve the merger agreement; the failure of Pulte's shareholders to approve either the charter amendment or the issuance of shares in the merger; the possibility that the proposed transaction does not close, including due to the failure to satisfy the closing conditions; the possibility that the expected efficiencies and cost savings of the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that the Pulte and Centex businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; interest rate changes and the availability of mortgage financing; continued volatility in, and potential further deterioration of, the debt and equity markets; competition within the industries in which Pulte and Centex operate; the availability and cost of land and raw materials used by Pulte and Centex in their homebuilding operations; the availability and cost of insurance covering risks associated with Pulte's and Centex's businesses; shortages and the cost of labor; adverse weather conditions which may slowdown the construction of, or damage, new homes built by Pulte or Centex; slow growth initiatives and/or local building moratoria; the ability to utilize net operating losses, built-in losses and other tax credit carryforwards; governmental regulation, including the effects from the Emergency Economic Stabilization Act, the American Recovery and Reinvestment Act and the interpretation of tax, labor and environmental laws; changes in consumer confidence and preferences; terrorist acts and other acts of war; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See Pulte's and Centex's Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2008 and March 31, 2008, respectively, and other public filings with the Securities and Exchange Commission (the "SEC") for a further discussion of these and other risks and uncertainties applicable to our businesses. Neither Pulte nor Centex undertakes any duty to update any forward-looking statement whether as a result of new information, future events or changes in our respective expectations. Additional Information In connection with the proposed transaction, Pulte has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Pulte and Centex that also constitutes a prospectus of Pulte. At the appropriate time, Pulte and Centex will mail the definitive joint proxy statement/prospectus to their respective shareholders. Before making any voting or investment decision, investors are urged to read the definitive joint proxy statement/prospectus when it becomes available because it will contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website at http://www.sec.gov/, by accessing Pulte's website at http://www.pulte.com/ under the heading "Investor Relations" and from Pulte by directing a request to Pulte Homes, Inc., 100 Bloomfield Hills Parkway Suite 300, Bloomfield Hills, Michigan 48304, Attention: Investor Relations, and by accessing Centex's website at http://www.centex.com/ under the heading "Investors" and from Centex by directing a request to Centex Corporation Investor Relations, P.O. Box 199000, Dallas, Texas 75219-9000. Pulte and Centex and their respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Pulte's directors and executive officers in its definitive proxy statement filed with the SEC on April 7, 2009. You can find information about Centex's directors and executive officers in its definitive proxy statement filed with the SEC on June 6, 2008. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of these documents from Pulte and Centex using the contact information above. Attachments: (1) Revenues and Earnings by Lines of Business (2) Condensed Consolidated Balance Sheet (3) Home Building Segment Data (4) Supplemental Home Building Data (non-GAAP reconciliation) Attachment 1 Centex Corporation and Subsidiaries Revenues and Earnings by Lines of Business (Dollars in thousands, except per share data) Quarter Ended Fiscal Year Ended March 31, March 31, (unaudited) (unaudited) ---- --------- ------ ---- --------- ------ 2009 2008( C ) Change 2009 2008( C ) Change ---- --------- ------ ---- --------- ------ Revenues Home Building ( A ) $791,079 $2,245,226 (65%) $3,636,530 $7,965,614 (54%) Financial Services 32,136 69,079 (53%) 190,000 309,948 (39%) ------ ------ ------- ------- Total $823,215 $2,314,305 (64%) $3,826,530 $8,275,562 (54%) ======== ========== ========== ========== Operating Earnings (Loss) Home Building ( A ) $(407,182) $(850,187) $(1,246,925)$(2,599,576) Financial Services (7,072) (38,556) (59,492) (138,153) Other 3,043 1,376 21,219 25,521 ----- ----- ------ ------ Total Operating Earnings (Loss) (411,211) (887,367) (1,285,198) (2,712,208) Corporate General and Admini- strative Expenses (36,100) (36,937) (188,857) (154,308) Interest Expense (23,805) (8,642) (52,716) (8,642) -------- ------ -------- ------- Loss from Continuing Operations Before Income Taxes (471,116) (932,946) (1,526,771) (2,875,158) Income Tax Benefit ( B ) 65,603 24,871 86,620 214,190 ------ ------ ------ ------- Loss from Continuing Operations (405,513) (908,075) (1,440,151) (2,660,968) Earnings (Loss) from Discontinued Operations, net 2,754 (2,427) 51,397 3,486 ----- ------- ------ ----- Net Loss $(402,759) $(910,502) $(1,388,754)$(2,657,482) ========== ========== ========== ========== Earnings (Loss) Per Share - Basic and Diluted Continuing Operations $(3.26) $(7.34) $(11.58) $(21.71) Discontinued Operations 0.02 (0.02) 0.41 0.03 ---- ------ ---- ---- Earnings (Loss) Per Share - Basic and Diluted $(3.24) $(7.36) $(11.17) $(21.68) ======= ======= ======== ======== Average Shares Outstanding - Basic and Diluted 124,365,672 123,750,049 124,308,846 122,577,071 ( A ) See Attachment 3 for detailed home building segment data. ( B ) Includes increases in the valuation allowance related to the deferred tax assets of $113,828, $330,000, $467,952, and $830,000, respectively. ( C ) Prior periods have been conformed to the current year presentation. INTEREST ANALYSIS Quarter Ended Fiscal Year Ended March 31, March 31, (unaudited) (unaudited) ----------- ----------- 2009 2008 2009 2008 ---- ---- ---- ---- Total Interest Incurred $56,948 $59,317 $227,352 $285,960 Less - Interest Capitalized (31,288) (44,569) (162,589) (222,938) - Financial Services' Interest Expense (1,855) (6,106) (12,047) (54,380) ------- ------- -------- -------- Interest Expense, net $23,805 $8,642 $52,716 $8,642 ======= ====== ======= ====== Capitalized Interest Charged to Home Building's Costs and Expenses $50,363 $103,047 $170,162 $312,665 ======= ======== ======== ======== Attachment 2 Centex Corporation and Subsidiaries Condensed Consolidated Balance Sheet (Dollars in millions) (unaudited) BALANCE SHEET March 31, March 31, 2009 2008 ---- ---- Assets Cash - Unrestricted $1,365 $587 Restricted 404 51 Receivables - Residential Mortgage Loans, net 214 516 Other Receivables 375 824 Inventories - Direct Construction 898 1,746 Land Under Development 1,792 2,883 Land Held for Development and Sale 471 558 Land Held Under Option Agreements not Owned 108 148 Other 21 27 Investments 136 207 Property and Equipment, net 25 78 Goodwill 10 52 Deferred Tax Asset, Net of Valuation Allowance of $1,292 and $830 - 191 Deferred Charges and Other Assets 99 172 Assets of Discontinued Operations - 97 ------ ------ $5,918 $8,137 ====== ====== Liabilities and Stockholders' Equity Accounts Payable and Accrued Liabilities $1,715 $2,064 Senior Notes and Other 3,105 3,325 Financial Services Debt Secured by Mortgage Loans 119 337 Liabilities of Discontinued Operations - 34 Minority Interests 61 78 Stockholders' Equity 918 2,299 ------ ------ $5,918 $8,137 ====== ====== Attachment 3 Centex Corporation and Subsidiaries Home Building Segment Data (A) (Dollars in thousands, except per unit data) (Unaudited) Revenues Closings (Units) -------- ---------------- 2009 2008 Change 2009 2008 Change ---- ---- ------ ---- ---- ------ Quarter Ended March 31, East $343,596 $680,550 (50%) 1,260 2,213 (43%) Central 224,959 494,218 (54%) 1,290 2,634 (51%) West 222,210 961,070 (77%) 743 2,218 (67%) Other homebuilding 314 109,388 (100%) - 35 (100%) ------- --------- ----- ----- Total Home Building $791,079 $2,245,226 (65%) 3,293 7,100 (54%) ======== ========== ===== ===== Sales (Orders) Backlog Sales (Orders) (Units) (Units) ------------------------- --------------------- 2009 2008 Change 2009 2008 Change ---- ---- ------ ---- ---- ------ Quarter Ended March 31, East 989 2,283 (57%) 1,750 2,448 (29%) Central 1,303 2,538 (49%) 1,661 2,955 (44%) West 551 1,858 (70%) 767 2,340 (67%) Other homebuilding - 14 (100%) - 3 (100%) ----- ----- ----- ----- Total Home Building 2,843 6,693 (58%) 4,178 7,746 (46%) ===== ===== ===== ===== Operating Earnings (Loss) Impairments & Write-offs (B) ------------------------- ---------------------------- 2009 2008 2009 2008 ---- ---- ---- ---- Quarter Ended March 31, East $(174,881) $(198,567) $94,356 $86,719 Central (25,316) (52,453) 10,362 15,224 West (198,910) (545,138) 192,414 247,843 Other homebuilding (8,075) (54,029) - - ------ ------- ------- ------- Total Home Building $(407,182) $(850,187) 297,132 349,786 ========== ========== Share of Joint Venture Impairments 54,823 12,013 ------ ------ Total Impairments $351,955 $361,799 ======== ======== Average Housing Revenue per Unit -------------------------------- 2009 2008 Change ---- ---- ------ Quarter Ended March 31, East $268,898 $276,801 (3%) Central 173,664 179,759 (3%) West 298,559 360,984 (17%) Other homebuilding - 450,171 (100%) -------- ------- Total Home Building $238,283 $267,953 (11%) ======== ======== Sales (Orders) Backlog ---------------------- 2009 2008 Change ---- ---- ------ Quarter Ended March 31, East $486,773 $718,580 (32%) Central 282,739 531,487 (47%) West 229,815 764,396 (70%) Other homebuilding - 1,341 (100%) -------- ---------- Total Home Building $999,327 $2,015,804 (50%) ======== ========== Lots Controlled Lots Owned (Units) (Units) ------------------ ----------- 2009 2008 2009 2008 ---- ---- ---- ---- Quarter Ended March 31, East 29,455 35,235 3,759 8,551 Central 15,657 20,261 2,957 6,349 West 10,853 13,634 329 3,247 Other homebuilding 1,324 1,092 - - ----- ----- ----- ------ Total Home Building 57,289 70,222 7,045 18,147 ====== ====== ===== ====== (A) Prior periods have been conformed to the current year presentation. (B) Impairments and write-offs by segment include land-related impairments and write-offs and goodwill impairments. Attachment 3 (Continued) Centex Corporation and Subsidiaries Home Building Segment Data (A) (Dollars in thousands, except per unit data) (Unaudited) Revenues Closings (Units) -------- ---------------- 2009 2008 Change 2009 2008 Change ---- ---- ------ ---- ---- ------ Fiscal Year Ended March 31, East $1,302,242 $2,536,909 (49%) 4,621 8,334 (45%) Central 1,080,631 1,917,627 (44%) 5,930 10,306 (42%) West 1,235,847 3,268,290 (62%) 3,847 8,211 (53%) Other homebuilding 17,810 242,788 (93%) 36 351 (90%) ------ ------- --- --- Total Home Building $3,636,530 $7,965,614 (54%) 14,434 27,202 (47%) ========== ========== ====== ====== Operating Earnings (Loss) Impairments & Write-offs (B) ------------------------- ---------------------------- 2009 2008 2009 2008 ---- ---- ---- ---- Fiscal Year Ended March 31, East $(594,122) $(508,655) $383,564 $410,932 Central (123,025) (117,234) 95,768 109,718 West (533,476) (1,741,273) 480,729 1,298,275 Other homebuilding 3,698 (232,414) 7,163 172,165 ----- --------- ----- ------- Total Home Building $(1,246,925)$(2,599,576) 967,224 1,991,090 =========== ============ Share of Joint Venture Impairments 157,055 100,525 ------- ------- Total Impairments $1,124,279 $2,091,615 ========== ========== Average Housing Revenue per Unit -------------------------------- 2009 2008 Change ---- ---- ------ Fiscal Year Ended March 31, East $274,676 $290,955 (6%) Central 180,430 182,855 (1%) West 318,942 377,012 (15%) Other homebuilding 332,833 353,900 (6%) ------- ------- Total Home Building $247,900 $276,788 (10%) ======== ======== Sales (Orders) (Units) ---------------------- 2009 2008 Change ---- ---- ------ Fiscal Year Ended March 31, East 3,923 7,505 (48%) Central 4,636 9,586 (52%) West 2,274 7,406 (69%) Other homebuilding 33 160 (79%) ------ ------ Total Home Building 10,866 24,657 (56%) ====== ====== (A) Prior periods have been conformed to the current year presentation. (B) Impairments and write-offs by segment include land-related impairments and write-offs and goodwill impairments. Attachment 4 Centex Corporation and Subsidiaries Supplemental Home Building Data (Dollars in thousands, except per unit data) (unaudited) RECONCILIATION OF HOUSING/HOME BUILDING OPERATING EARNINGS Quarter Ended March 31, ----------------------- 2009 2008 ---- ---- HOME BUILDING Revenues - Housing $784,666 100.0% $1,902,464 100.0% Cost of Sales - Housing (706,600) (90.1%) (1,752,786) (92.1%) --------- ------- ----------- ------- Gross Margin - Housing 78,066 9.9% 149,678 7.9% Selling, General & Administrative ( A ) (132,139) (16.8%) (261,430) (13.7%) --------- ------- --------- ------- Housing Operating (Loss) Earnings ( B ) (54,073) (6.9%) (111,752) (5.9%) Revenues - Land Sales & Other 6,413 342,762 Cost of Sales - Land Sales & Other (308,339) (1,062,093) --------- ----------- Gross Margin - Land Sales & Other (301,926) (719,331) Goodwill Impairment - (16,914) Losses from Unconsolidated Entities and Other ( C ) (51,183) (2,190) -------- ------- Operating Loss $(407,182) (51.5%) $(850,187) (37.9%) ========== ------- ========== ------- Average Neighborhoods 484 622 % Change (22.2%) (10.4%) Fiscal Year Ended March 31, --------------------------- 2009 2008 ---- ---- HOME BUILDING Revenues - Housing $3,578,182 100.0% $7,529,191 100.0% Cost of Sales - Housing (3,124,648) (87.3%) (6,539,544) (86.9%) ----------- ------- ----------- ------- Gross Margin - Housing 453,534 12.7% 989,647 13.1% Selling, General & Administrative ( A ) (560,215) (15.7%) (1,111,641) (14.8%) --------- ------- ----------- ------- Housing Operating (Loss) Earnings ( B ) (106,681) (3.0%) (121,994) (1.6%) Revenues - Land Sales & Other 58,348 436,423 Cost of Sales - Land Sales & Other (1,013,358) (2,721,219) ----------- ----------- Gross Margin - Land Sales & Other (955,010) (2,284,796) Goodwill Impairment (38,101) (78,236) Losses from Unconsolidated Entities and Other ( C ) (147,133) (114,550) --------- --------- Operating Loss $(1,246,925) (34.3%) $(2,599,576) (32.6%) ============ ------- ============ ------- Average Neighborhoods 520 646 % Change (19.5%) (6.0%) ( A ) Selling, General & Administrative expenses above are those associated with field operations. ( B ) Housing Operating Earnings is defined as housing revenues less housing cost of sales less selling, general & administrative expenses. Housing Operating Margin is defined as housing operating earnings divided by total housing revenues. ( C ) Includes losses from unconsolidated entities of $51,854, $3,569, $159,449 and $128,902, respectively. IMPAIRMENTS AND WRITE-OFFS Quarter Ended March 31, Fiscal Year Ended March 31, ----------------------- --------------------------- 2009 2008 2009 2008 ---- ---- ---- ---- Impairment Charges $288,474 $300,001 $882,553 $1,792,429 Write-offs of Land Deposits and Pre- Acquisition Costs 8,658 32,871 46,570 120,425 Goodwill Impairment - 16,914 38,101 78,236 ----- ------ ------ ------ Subtotal 297,132 349,786 967,224 1,991,090 Share of Joint Venture Impairments 54,823 12,013 157,055 100,525 ------ ------ ------- ------- Total Impairments and Write-offs $351,955 $361,799 $1,124,279 $2,091,615 ======== ======== ========== ========== DATASOURCE: Centex Corporation CONTACT: Matthew G. Moyer, Vice President, Investor Relations, or, David Webster, Vice President, Corporate Communications, both of Centex Corporation, +1-214-981-5000 Web Site: http://www.centex.com/

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