<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 1994
AMENDED AND RESTATED PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CORPORATION
3333 Lee Parkway, Suite 1200
Dallas, Texas 75219
(Full title and address of plan)
<TABLE>
<S> <C>
Commission File No. 1-6776 Commission File Nos. 1-9624 and 1-9625, respectively
CENTEX CORPORATION 3333 HOLDING CORPORATION AND
CENTEX DEVELOPMENT COMPANY, L.P.
3333 Lee Parkway, Suite 1200 3333 Lee Parkway, Suite 500
Dallas, Texas 75219 Dallas, Texas 75219
(Name of issuer and address of (Names of issuers and addresses of
principal executive offices) principal executive offices)
</TABLE>
================================================================================
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Profit Sharing and Retirement Plan of
Centex Corporation - Salaried Employees:
We have audited the accompanying financial statements and supplemental
schedules of the Profit Sharing and Retirement Plan of Centex Corporation -
Salaried Employees (the "Plan") as of March 31, 1994 and 1993, and for the
years then ended, as listed in the accompanying index. These financial
statements and the supplemental schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and supplemental schedules based on our
audits.
Except as explained in the following paragraph, we conducted our
audits in accordance with generally accepted auditing standards. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Texas Commerce Bank, N.A., the
trustee of the Plan, and transactions in those assets were excluded from the
scope of our audit of the Plan's 1993 financial statements, except for
comparing the information provided by the trustee, which is summarized in Note
8, with the related information included in the financial statements.
Because of the significance of the information that we did not audit,
we are unable to, and do not, express an opinion on the Plan's financial
statements as of March 31, 1993. The form and content of the information
included in the 1993 financial statements, other than that derived from the
information certified by the trustee, have been audited by us and, in our
opinion, are presented in compliance with the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
In our opinion, the 1994 financial statements referred to above
present fairly, in all material respects, the net assets of the Plan as of
March 31, 1994, and the changes in its net assets for the year then ended, in
conformity with generally accepted accounting principles.
<PAGE> 3
Our audit of the Plan's financial statements as of and for the year
ended March 31, 1994, was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental Schedules I & II
of the Plan are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended March 31, 1994, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
September 13, 1994
<PAGE> 4
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
MARCH 31, 1994 AND 1993
<TABLE>
<CAPTION>
Page
----
<S> <C>
Statements of Net Assets Available for Plan Benefits
as of March 31, 1994 and 1993 3
Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended March 31,
1994 and 1993 4
Notes to Financial Statements 5-13
Schedule I - Item 27a - Supplemental Schedule of Assets Held
for Investment Purposes as of March 31, 1994 14
Schedule II - Item 27d - Supplemental Schedule of Reportable
Transactions for the Year Ended March 31, 1994 15
</TABLE>
-2-
<PAGE> 5
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AS OF MARCH 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
ASSETS:
Investments, at Fair Market Value -
Interest-bearing cash accounts $ 632,268 $ 295,578
Centex common stock 7,452,731 6,514,438
Real estate 640,160 934,679
Group annuity contracts - 1,887,488
International equity funds - 2,179,276
Equity Pool 21,662,869 14,041,043
Fixed Income Pool 72,410,000 62,376,656
------------ -----------
Total Investments 102,798,028 88,229,158
------------ -----------
Receivables -
Company contributions 9,819,611 8,624,263
Participant notes receivable 556,905 410,056
(Payable to) receivable from
trustee (41,518) 14,108
------------ -----------
Total Receivables 10,334,998 9,048,427
------------ -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $113,133,026 $97,277,585
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 6
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED MARCH 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
ADDITIONS TO NET ASSETS:
Company contributions $ 9,819,611 $ 8,596,477
Participant contributions 8,670,214 6,195,607
Interest and dividends 4,572,860 4,451,931
Net change in fair market value
of investments -
Realized 1,084,698 1,946,218
Unrealized (2,128,447) 4,219,089
Transfers from other plans 222,746 73,982
------------ -----------
Total additions 22,241,682 25,483,304
------------ -----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (6,472,273) (7,395,231)
Administrative expenses (163,968) (165,249)
Reimbursement from Centex Corporation
of certain investment and
administrative expenses 250,000 250,000
------------ -----------
Total deductions (6,386,241) (7,310,480)
------------ -----------
NET INCREASE IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 15,855,441 18,172,824
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 97,277,585 79,104,761
------------ -----------
End of year $113,133,026 $97,277,585
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 7
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1994 AND 1993
(1) SUMMARY DESCRIPTION OF THE PLAN:
The Profit Sharing and Retirement Plan of Centex Corporation -
Salaried Employees (the "Plan"), created in 1954, is a defined
contribution retirement plan covering eligible employees of Centex
Corporation (the "Company") and eligible employees of certain
subsidiaries of the Company which have adopted the Plan with the
Company's consent. The Company and the certain subsidiaries
collectively comprise the "Participating Employers." The Plan is
administered by an Administrative Committee (the "Committee")
appointed by the board of directors of the Company. The Plan's assets
are held in a separate master trust ("Trust") which participates in
the master trust (the "Master Trust") governed by a trust agreement
(the "Trust Agreement") with Texas Commerce Bank, N.A. (the
"Trustee"), which is held accountable by and reports to the Committee.
Contributions are made by the Participating Employers as determined by
their boards of directors. The Plan permits employees to contribute
up to 15% of their compensation to a 401(k) account at the beginning
of the quarter following their date of hire.
Employees of Participating Employers become eligible to
participate in the Plan after completing one year of service, as
defined, provided the employee is not a member of a group or class of
employees covered by a collective bargaining agreement unless such
agreement extends the Plan to such group or class of employees. One
year of service, for purposes of eligibility, is defined as the 12
consecutive month period during which the employee worked 1,000 hours,
ending on the first anniversary of the employee's date of hire or the
end of any Plan year thereafter. Participation in the Plan for
employees commences on the earlier of April 1 or October 1,
immediately following the date an employee becomes eligible to
participate. The Plan also permits participant voluntary (after-tax)
contributions of up to 10% of compensation, as defined. Total
additions to a participant's account are limited to a maximum of 25%
of compensation (up to a maximum of $30,000) for 401(k), Participating
Employers' contributions, forfeitures, and voluntary (after-tax)
contributions on a combined basis.
After two years of service, a participant is vested in 10% of
his/her "retirement account" (as defined). Participants vest an
additional 10% after three years of service and 20% for each
additional year of service after that. A
-5-
<PAGE> 8
participant is fully vested after seven years of service or upon
retirement, disability, or death. Participants are fully vested in
their voluntary contributions.
The Company has the right to discontinue contributions and
terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974. The Plan provides that in the
event of termination, participants will become fully vested in their
retirement account.
The Plan allows participants to direct their accounts into
different funds. The Plan offers three funds: a Balanced Fund, a
Fixed Income Fund, and a Centex Common Stock Fund (CCSF).
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements are prepared on the accrual basis of
accounting. Investments are presented at quoted market values except
for the investment in real estate, which is stated at estimated fair
market value as determined by the Committee.
Certain 1993 balances have been reclassified to be consistent
with the 1994 presentation.
(3) CHANGE IN REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION) OF
INVESTMENTS:
The change in realized and unrealized appreciation
(depreciation) in fair market value of investments included in the
accompanying Statements of Changes in Net Assets Available for Plan
Benefits for the Plan years ended March 31, 1994 and 1993, consists of
the following:
<TABLE>
<CAPTION>
1994 1993
------------------------------- -------------------------------
Unrealized Realized Unrealized Realized
----------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock $ (200,344) $ 31,344 $1,565,825 $ 16,875
Fixed Income Pool (2,048,489) (71,848) 1,145,007 1,671,467
Equity Pool 420,386 1,181,273 1,609,694 238,065
International Equity Funds - (56,071) 148,563 19,811
Real Estate (300,000) - (250,000) -
----------- ---------- ---------- ----------
Total $(2,128,447) $1,084,698 $4,219,089 $1,946,218
=========== ========== ========== ==========
</TABLE>
-6-
<PAGE> 9
(4) INCOME TAX STATUS:
The Company received a determination letter from the Internal
Revenue Service, dated February 4, 1987, confirming that the Plan, as
amended, is exempt from federal income taxes under Sections 401(a) and
501(a) of the Internal Revenue Code. The Company amended and restated
the Plan effective April 1, 1989. The Company has submitted the
amended and restated Plan to the Internal Revenue Service seeking
approval that the Plan meets the requirements of the Tax Reform Act of
1986. Management expects to receive a favorable determination letter
in due course.
(5) ASSETS HELD FOR INVESTMENT:
The fair market value of the following investments represented
5% or more of the Plan's net assets available for plan benefits at
March 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Centex Common Stock $ 7,452,731 $ 6,514,438
Equity Pool 21,662,869 14,041,043
Fixed Income Pool 72,410,000 62,376,656
</TABLE>
(6) SUBSEQUENT EVENTS:
In April, 1994, Centex Construction Products, Inc. (CXP), a
subsidiary of the Company, completed an Initial Public Offering of 51%
of its common stock. CXP comprises the operations that were
previously the Construction Products segment of the Company. Centex
owns 49% of CXP, which is now a New York Stock Exchange Company.
During fiscal 1995, the balances of CXP employees will be
transferred from the Plan to the newly formed Profit Sharing and
Retirement Plan of Centex Construction Products, Inc. (the "CXP
Plan"), which will offer these funds: Balanced, Fixed Income, Centex
stock (frozen at the 3/31/94 level), and CXP stock.
The balanced and fixed income funds of the CXP Plan will
invest in the same equity and fixed income pools as the Plan. The CXP
Plan has adopted investment guidelines comparable to those of the
Plan.
-7-
<PAGE> 10
(7) INVESTMENT IN POOLED ASSETS:
During the Plan year ended March 31, 1994, the majority of
Plan assets was invested in two pools of investments, the Fixed Income
Pool and the Equity Pool. The following is a summary of total assets
of the two investment pools at fair market value as of March 31, 1994
and 1993:
<TABLE>
<CAPTION>
1994 1993
----------------------------------- -----------------------------------
Fixed Income Equity Fixed Income Equity
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Interest-bearing cash accounts $ 5,991,894 $ - $ 5,843,643 $ 46,431
Corporate bonds 23,197,262 - 19,302,999 -
U.S. government securities 46,065,069 - 38,444,736 -
Domestic mutual funds:
Accel Fund - 3,041,099 - 2,691,250
Acorn Fund - 2,799,717 - 1,870,292
Dietche & Field Fund - Common - 2,726,663 - 2,488,798
New York Venture Fund Incorporated - 2,749,630 - 2,710,785
The Regis Fund Inc. - C&B
Equity Portfolio, Common - 2,491,949 - 2,457,438
Washington Mutual Investors Fund Inc. - 2,810,830 - 2,616,604
International mutual funds:
T. Rowe Price Foreign Equity Fund - 2,945,801 - -
Templeton Institutional Funds - 3,001,199 - -
Accrued investment income (loss),
pending sales and purchases, net (1,174,268) 101,848 887,612 38
----------- ----------- ----------- -----------
$74,079,957 $22,668,736 $64,478,990 $14,881,636
=========== =========== =========== ===========
</TABLE>
-8-
<PAGE> 11
The Plan's Trustee has determined the Plan's approximate undivided
interests in the two investment pools as of March 31, 1994 and 1993,
are as follows:
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Fixed Income 97.75% 96.74%
Equity 95.56% 94.35%
</TABLE>
(8) ASSET INFORMATION CERTIFIED BY TRUSTEE:
As of March 31, 1993, and for the year then ended, the Trustee
has certified that the information submitted to the Committee for
inclusion in the accompanying Statement of Net Assets Available for
Plan Benefits, Statement of Changes in Net Assets Available for Plan
Benefits, and Schedules I and II, is complete and accurate.
(9) STATEMENTS BY FUND:
Following is a presentation by fund of the Statements of Net
Assets Available for Plan Benefits and the Statements of Changes in
Net Assets Available for Plan Benefits for the years ended March 31,
1994 and 1993.
-9-
<PAGE> 12
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
FOOTNOTE (9)
STATEMENT OF NET ASSETS AVAILABLE CONTINUED
FOR PLAN BENEFITS BY FUND
AS OF MARCH 31, 1994
<TABLE>
<CAPTION>
BALANCED FIXED INCOME
FUND FUND CCSF TOTAL
----------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at Fair Market Value -
Interest-bearing cash accounts $ 303,344 $ 261,616 $ 67,308 $ 632,268
Centex common stock - - 7,452,731 7,452,731
Real estate 338,620 301,540 - 640,160
Equity Pool 21,662,869 - - 21,662,869
Fixed Income Pool 33,222,318 39,187,682 - 72,410,000
----------- ----------- ---------- ------------
Total Investments 55,527,151 39,750,838 7,520,039 102,798,028
----------- ----------- ---------- ------------
Receivables -
Company contributions 4,921,791 4,256,132 641,688 9,819,611
Participant notes receivable 556,905 - - 556,905
Receivable from (payable to)
other funds 63,860 (52,026) (11,834) -
(Payable to) receivable from
Trustee and other (434) 2,997 (44,081) (41,518)
----------- ----------- ---------- ------------
Total Receivables 5,542,122 4,207,103 585,773 10,334,998
----------- ----------- ---------- ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $61,069,273 $43,957,941 $8,105,812 $113,133,026
=========== =========== ========== ============
</TABLE>
-10-
<PAGE> 13
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
FOOTNOTE (9)
STATEMENT OF CHANGES IN NET ASSETS CONTINUED
AVAILABLE FOR PLAN BENEFITS BY FUND
AS OF MARCH 31, 1994
<TABLE>
<CAPTION>
BALANCED FIXED INCOME
FUND FUND CCSF TOTAL
----------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Company contributions $ 4,921,791 $ 4,256,132 $ 641,688 $ 9,819,611
Participant contributions 4,944,476 3,101,516 624,222 8,670,214
Interest and dividends 2,264,412 2,258,411 50,037 4,572,860
Net change in fair market
value of investments -
Realized 1,090,373 (36,817) 31,142 1,084,698
Unrealized (651,762) (1,277,140) (199,545) (2,128,447)
Transfers from other funds 2,373,222 62,160 276,745 2,712,127
----------- ----------- ----------- ------------
Total additions 14,942,512 8,364,262 1,424,289 24,731,063
----------- ----------- ----------- ------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 2,769,379 3,327,807 375,087 6,472,273
Transfers to other funds 391,460 2,097,921 - 2,489,381
Administrative expenses 83,019 70,990 9,959 163,968
Reimbursement from Centex
Corporation of certain
investment and administrative
expenses (133,000) (117,000) - (250,000)
----------- ----------- ----------- ------------
Total deductions 3,110,858 5,379,718 385,046 8,875,622
----------- ----------- ----------- ------------
NET INCREASE IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 11,831,654 2,984,544 1,039,243 15,855,441
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 49,237,619 40,973,397 7,066,569 97,277,585
----------- ----------- ----------- ------------
End of year $61,069,273 $43,957,941 $ 8,105,812 $113,133,026
=========== =========== =========== ============
</TABLE>
-11-
<PAGE> 14
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
FOOTNOTE (9)
STATEMENT OF NET ASSETS AVAILABLE CONTINUED
FOR PLAN BENEFITS BY FUND
AS OF MARCH 31, 1993
<TABLE>
<CAPTION>
BALANCED FIXED INCOME
FUND FUND CCSF TOTAL
----------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at Fair Market Value -
Interest-bearing cash accounts $ 141,413 $ 109,870 $ 44,295 $ 295,578
Centex common stock - - 6,514,438 6,514,438
Real estate 494,719 439,960 - 934,679
Group annuity contracts 1,887,488 - - 1,887,488
International equity funds 2,179,276 - - 2,179,276
Equity Pool 14,041,043 - - 14,041,043
Fixed Income Pool 25,871,696 36,504,960 - 62,376,656
----------- ----------- ---------- -----------
Total Investments 44,615,635 37,054,790 6,558,733 88,229,158
----------- ----------- ---------- -----------
Receivables -
Company contributions 4,136,054 3,989,988 498,221 8,624,263
Participant notes receivable 410,056 - - 410,056
Receivable from (payable to)
other funds 73,994 (72,910) (1,084) -
Receivable from Trustee
and other 1,880 1,529 10,699 14,108
----------- ----------- ---------- -----------
Total Receivables 4,621,984 3,918,607 507,836 9,048,427
----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $49,237,619 $40,973,397 $7,066,569 $97,277,585
=========== =========== ========== ===========
</TABLE>
-12-
<PAGE> 15
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
FOOTNOTE (9)
STATEMENT OF CHANGES IN NET ASSETS CONTINUED
AVAILABLE FOR PLAN BENEFITS BY FUND
AS OF MARCH 31, 1993
<TABLE>
<CAPTION>
BALANCED FIXED INCOME
FUND FUND CCSF TOTAL
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Company contributions $ 4,123,167 $ 3,976,669 $ 496,641 $ 8,596,477
Participant contributions 3,133,800 2,668,333 393,474 6,195,607
Interest and dividends 2,038,676 2,370,850 42,405 4,451,931
Net change in fair market
value of investments -
Realized 943,044 986,299 16,875 1,946,218
Unrealized 2,082,379 570,885 1,565,825 4,219,089
Transfers from other funds 1,682,484 - 554,108 2,236,592
----------- ----------- ----------- -----------
Total additions 14,003,550 10,573,036 3,069,328 27,645,914
----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 2,443,594 4,436,657 514,980 7,395,231
Transfers to other funds 329,721 1,832,889 - 2,162,610
Administrative expenses 83,681 71,694 9,874 165,249
Reimbursement from Centex
Corporation of certain
investment and administrative
expenses (133,000) (117,000) - (250,000)
----------- ----------- ----------- -----------
Total deductions 2,723,996 6,224,240 524,854 9,473,090
----------- ----------- ----------- -----------
NET INCREASE IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 11,279,554 4,348,796 2,544,474 18,172,824
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 37,941,808 36,624,735 4,538,218 79,104,761
----------- ----------- ----------- -----------
End of year $49,221,362 $40,973,531 $ 7,082,692 $97,277,585
=========== =========== =========== ===========
</TABLE>
-13-
<PAGE> 16
SCHEDULE I
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
AS OF MARCH 31, 1994
EIN: 75-0778259
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- IDENTITY OF CURRENT
INTEREST ISSUER DESCRIPTION COST VALUE
--------- ------------------------ ------------------------------------- ----------- ------------
<S> <C> <C> <C> <C>
* Texas Commerce Bank, N.A Interest Bearing Cash Account, 3.77% $ 632,268 $ 632,268
* Centex Corporation Common Stock; 241,384 Shares
at Par $.25 7,651,786 7,452,731
N/A A 100% interest in 108 acres of
undeveloped land in Denton County, TX 738,018 640,160
* Texas Commerce Bank, N.A. Equity Pool 17,813,415 21,662,869
* Texas Commerce Bank, N.A. Fixed Income Pool 71,185,800 72,410,000
----------- ------------
Totals $98,021,287 $102,798,028
=========== ============
</TABLE>
* in column (a) indicates that each identified person/entity is known to be a
party-in-interest.
This supplemental schedule lists assets held for investment purposes at March
31, 1994, as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
-14-
<PAGE> 17
SCHEDULE II
PROFIT SHARING AND RETIREMENT PLAN
OF CENTEX CORPORATION - SALARIED EMPLOYEES
ITEM 27d
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED MARCH 31, 1994
EIN: 75-0778259
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
CURRENT
VALUE
OF ASSET ON
DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET
IDENTITY OF PARTY INVOLVED OF ASSET PRICE PRICE ASSET DATE GAIN
--------------------------- --------------------- ----------- ----------- ----------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS:
None
SERIES OF TRANSACTIONS:
Texas Commerce Bank, N.A. Interest Bearing Cash
Account $ - $21,840,093 $21,840,093 $21,840,093 $ -
Interest Bearing Cash
Account 21,499,903 - - 21,499,903 -
Fixed Income Pool 15,264,633 - - 15,264,633 -
</TABLE>
Categories (e) Lease Rental and (f) Expense incurred with Transaction do not
apply to any of these transactions.
This supplemental schedule lists individual and series of transactions in
excess of 5% of the fair market value of Master Trust assets at the beginning
of the year as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
-15-
<PAGE> 18
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Administrative Committee which administers the Amended
and Restated Profit Sharing and Retirement Plan of Centex Corporation has duly
caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMENDED AND RESTATED PROFIT SHARING
AND RETIREMENT PLAN OF CENTEX
CORPORATION
Date: September 23, 1994 By: /s/ Michael S. Albright
------------------ -----------------------
Michael S. Albright
Plan Administrator
<PAGE> 19
INDEX TO EXBITS
Amended and Restated Profit Sharing and Retirement Plan of Centex Corporation
Centex Corporation
3333 Holding Corporation
Centex Development Company, L.P.
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibits Numbered Page
------- ----------------------- -------------
<S> <C> <C>
23* Consent of Arthur Andersen LLP
</TABLE>
_______________________
*Filed herewith,
E-1
<PAGE> 1
EXHIBIT 23
Amended and Restated
Profit Sharing and Retirement
Plan of Centex Corporation
Centex Corporation
3333 Holding Corporation
Centex Development Company, L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated September 13, 1994,included in this Form 11-K
for the years ended March 31, 1994 and 1993, into Registration Statement on
Form S-8 No. 33-55083, filed by Centex Corporation, 3333 Holding Corporation,
and Centex Development Company, L.P.
ARTHUR ANDERSEN LLP
Dallas, Texas,
September 23, 1994
E-2
