<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
JOINT QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended
SEPTEMBER 30, 1997
Commission File No. 1-6776
Centex Corporation
A Nevada Corporation
IRS Employer Identification No. 75-0778259
2728 N. Harwood
Dallas, Texas 75201
(214) 981-5000
Commission File Nos. 1-9624 and 1-9625, respectively
3333 HOLDING CORPORATION
A Nevada Corporation
CENTEX DEVELOPMENT COMPANY, L.P.
A Delaware Limited Partnership
IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
2728 N. Harwood
Dallas, Texas 75201
(214) 981-6700
The registrants have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
have been subject to such filing requirements for the past 90 days.
As of the close of business on November 4, 1997, 29,658,506 shares of Centex
Corporation common stock were outstanding, 1,000 shares of common stock of 3333
Holding Corporation were outstanding, and 900 class B units of limited
partnership interest of Centex Development Company, L.P. were outstanding.
<PAGE> 2
CENTEX CORPORATION
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
FORM 10-Q TABLE OF CONTENTS
SEPTEMBER 30, 1997
CENTEX CORPORATION
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. Condensed Consolidated Financial Statements 1
Condensed Consolidated Statement of Earnings
for the Three Months Ended September 30, 1997 2
Condensed Consolidated Statement of Earnings
for the Six Months Ended September 30, 1997 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statement of Cash Flows
for the Six Months Ended September 30, 1997 5
Notes to Condensed Consolidated Financial Statements 6-9
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 10-14
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 15
ITEM 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
</TABLE>
-i-
<PAGE> 3
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. Condensed Combining Financial Statements 17
Condensed Combining Statement of Operations
for the Three Months Ended September 30, 1997 18
Condensed Combining Statement of Operations
for the Six Months Ended September 30, 1997 19
Condensed Combining Balance Sheets 20
Condensed Combining Statement of Cash Flows
for the Six Months Ended September 30, 1997 21
Notes to Condensed Combining Financial Statements 22
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 23
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 24
ITEM 6. Exhibits and Reports on Form 8-K 24
SIGNATURES 25-26
</TABLE>
-ii-
<PAGE> 4
CENTEX CORPORATION
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1.
The condensed consolidated financial statements include the accounts
of Centex Corporation and subsidiaries ("Centex" or the "Company"), and have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto included in the Company's latest annual report on Form 10-K.
In the opinion of the Company, all adjustments necessary to present fairly the
information in the following condensed consolidated financial statements of the
Company have been included. The results of operations for such interim periods
are not necessarily indicative of the results for the full year.
-1-
<PAGE> 5
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30,
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
REVENUES
Home Building
Housing $ 586,839 $ 607,669
Manufactured Housing 33,594 --
Investment Real Estate 5,331 635
Financial Services 57,294 40,992
Construction Products 83,412 65,538
Contracting and Construction Services 225,276 286,769
------------ ------------
991,746 1,001,603
------------ ------------
COSTS AND EXPENSES
Home Building
Housing 545,330 569,591
Manufactured Housing 30,754 --
Investment Real Estate (1,288) (2,772)
Financial Services 49,731 34,856
Construction Products 55,707 45,486
Contracting and Construction Services 224,085 286,909
Other, net 1,571 733
Corporate General and Administrative 4,904 4,426
Interest Expense 8,719 9,209
Minority Interest 13,538 9,846
------------ ------------
933,051 958,284
------------ ------------
EARNINGS BEFORE INCOME TAXES 58,695 43,319
Income Taxes 22,304 15,079
------------ ------------
NET EARNINGS $ 36,391 $ 28,240
============ ============
EARNINGS PER SHARE $ 1.20 $ 0.96
============ ============
AVERAGE SHARES OUTSTANDING 30,423,315 29,292,634
============ ============
CASH DIVIDENDS PER SHARE $ 0.07 $ 0.05
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-2-
<PAGE> 6
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
September 30,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
REVENUES
Home Building
Housing $ 1,047,685 $ 1,137,490
Manufactured Housing 65,488 --
Investment Real Estate 12,111 2,010
Financial Services 104,537 78,923
Construction Products 161,366 126,596
Contracting and Construction Services 461,934 548,995
------------ ------------
1,853,121 1,894,014
------------ ------------
COSTS AND EXPENSES
Home Building
Housing 978,716 1,070,327
Manufactured Housing 60,432 --
Investment Real Estate (2,657) (5,220)
Financial Services 91,769 66,686
Construction Products 110,255 91,346
Contracting and Construction Services 459,732 548,632
Other, net 2,920 862
Corporate General and Administrative 9,264 8,475
Interest Expense 16,525 18,791
Minority Interest 25,051 17,445
------------ ------------
1,752,007 1,817,344
------------ ------------
EARNINGS BEFORE INCOME TAXES 101,114 76,670
Income Taxes 37,713 26,611
------------ ------------
NET EARNINGS $ 63,401 $ 50,059
============ ============
EARNINGS PER SHARE $ 2.10 $ 1.71
============ ============
AVERAGE SHARES OUTSTANDING 30,145,726 29,242,508
============ ============
CASH DIVIDENDS PER SHARE $ 0.12 $ 0.10
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE> 7
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
Centex Corporation and
Subsidiaries Centex Corporation Financial Services
------------------------- ------------------------- ---------------------------
September 30, March 31, September 30, March 31, September 30, March 31,
1997* 1997** 1997* 1997** 1997* 1997**
------------- ---------- ------------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 70,752 $ 31,320 $ 60,266 $ 21,679 $ 10,486 $ 9,641
Receivables -
Residential Mortgage Loans 732,362 632,657 -- -- 732,362 632,657
Other 360,934 354,728 329,763 331,091 31,171 23,637
Affiliates -- -- -- -- (1,507) (19,985)
Inventories 1,093,991 1,001,759 1,093,991 1,001,759 -- --
Investments -
Centex Development Company, L. P 27,260 32,664 27,260 32,664 -- --
Joint Ventures and Other 3,717 5,277 3,717 5,277 -- --
Unconsolidated Subsidiaries -- -- 53,309 68,171 -- --
Property and Equipment, net 301,432 293,143 282,908 276,627 18,524 16,516
Other Assets -
Deferred Income Taxes 180,291 197,413 180,529 195,983 (238) 1,430
Goodwill, net 106,724 103,622 96,081 91,442 10,643 12,180
Deferred Charges and Other 31,638 26,246 20,916 18,233 10,722 8,013
---------- ---------- ---------- ---------- ---------- ----------
$2,909,101 $2,678,829 $2,148,740 $2,042,926 $ 812,163 $ 684,089
========== ========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 694,814 $ 737,698 $ 638,209 $ 685,050 $ 56,605 $ 52,648
Short-term Debt 829,349 627,518 129,000 47,000 700,349 580,518
Long-term Debt 239,886 236,769 239,886 236,769 -- --
Minority Stockholders' Interest 142,888 142,230 139,481 139,493 3,407 2,737
Negative Goodwill 90,837 98,837 90,837 98,837 -- --
Stockholders' Equity -
Preferred Stock, Authorized 5,000,000
Shares, None Issued -- -- -- -- -- --
Common Stock $.25 Par Value;
Authorized 50,000,000 Shares;
Issued and Outstanding
29,659,531 and 29,016,089 respectively 7,414 7,254 7,414 7,254 1 1
Capital in Excess of Par Value 34,311 18,789 34,311 18,789 46,444 44,075
Retained Earnings 869,602 809,734 869,602 809,734 5,357 4,110
---------- ---------- ---------- ---------- ---------- ----------
Total Stockholders' Equity 911,327 835,777 911,327 835,777 51,802 48,186
---------- ---------- ---------- ---------- ---------- ----------
$2,909,101 $2,678,829 $2,148,740 $2,042,926 $ 812,163 $ 684,089
========== ========== ========== ========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
In the supplemental data presented above, "Centex Corporation"
represents the adding together of all subsidiaries other than
those included in Financial Services. Transactions between
Centex Corporation and Financial Services have been eliminated
from the Centex Corporation and Subsidiaries balance sheets.
* Unaudited
** Condensed from audited financial statements.
-4-
<PAGE> 8
CENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
September 30,
----------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net Earnings $ 63,401 $ 50,059
Adjustments -
Depreciation and Amortization 11,800 6,395
Deferred Income Taxes 24,651 17,657
Equity in Earnings of CDC and Joint Ventures (915) (745)
Minority Interests in Earnings of Subsidiaries 25,051 17,445
Increase in Receivables (6,206) (10,240)
(Increase) Decrease in Residential Mortgage Loans (99,705) 105,385
(Increase) Decrease in Inventories (92,232) 26,700
(Decrease) Increase in Payables and Accruals (42,884) 13,834
Increase in Other Assets (19,727) (27,519)
Other, net (24,393) 4,863
--------- ---------
(161,159) 203,834
--------- ---------
CASH FLOWS - INVESTING ACTIVITIES
Decrease in Advances to CDC and Joint Ventures 7,879 5,020
(Increase) Decrease in Property and Equipment, net (24,385) 1,046
--------- ---------
(16,506) 6,066
--------- ---------
CASH FLOWS - FINANCING ACTIVITIES
Increase (Decrease) in Debt 204,948 (159,059)
Proceeds from Stock Option Exercises 15,682 3,200
Dividends Paid (3,533) (2,854)
--------- ---------
217,097 (158,713)
--------- ---------
NET INCREASE IN CASH 39,432 51,187
CASH AT BEGINNING OF PERIOD 31,320 14,042
--------- ---------
CASH AT END OF PERIOD $ 70,752 $ 65,229
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 9
CENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(unaudited)
(A) A summary of changes in stockholders' equity is presented below:
<TABLE>
<CAPTION>
Capital in
Preferred Common Excess of Retained
Stock Stock Par Value Earnings Total
--------- --------- ---------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1997 $ -- $ 7,254 $ 18,789 $ 809,734 $ 835,777
Net Earnings -- -- -- 63,401 63,401
Exercise of Stock Options -- 160 15,522 -- 15,682
Cash Dividends -- -- -- (3,533) (3,533)
--------- --------- --------- --------- ---------
BALANCE, SEPTEMBER 30, 1997 $ -- $ 7,414 $ 34,311 $ 869,602 $ 911,327
========= ========= ========= ========= =========
</TABLE>
(B) On November 30, 1987, the Company distributed to a nominee, all
of the issued and outstanding shares of common stock of 3333 Holding
Corporation and warrants to purchase approximately 80% of the Class B
units of limited partnership interest in Centex Development Company, L. P.
(CDC). A wholly-owned subsidiary of 3333 Holding Corporation serves as
general partner of Centex Development Company, L. P. These securities
are held by the nominee on behalf of Centex stockholders, and will
trade in tandem with the common stock of Centex, until such time as
they are detached. Supplementary condensed combined financial
statements for Centex, 3333 Holding Corporation and Subsidiary and
Centex Development Company, L.P. are as follows:
-6-
<PAGE> 10
NOTES - continued
CENTEX CORPORATION, 3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L. P.
SUPPLEMENTARY CONDENSED COMBINED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
1997 1997 *
------------- ----------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 71,227 $ 31,950
Receivables 1,094,894 989,886
Inventories 1,132,151 1,041,855
Investments - Joint Ventures and Other 3,803 5,479
Property and Equipment, net 301,432 293,143
Other Assets 318,753 327,281
---------- ----------
$2,922,260 $2,689,594
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 697,628 $ 740,230
Short-term Debt 838,436 634,573
Long-term Debt 239,886 236,769
Minority Stockholders' Interest 142,888 142,230
Negative Goodwill 90,837 98,837
Stockholders' Equity 912,585 836,955
---------- ----------
$2,922,260 $2,689,594
========== ==========
</TABLE>
*Condensed from audited financial statements.
SUPPLEMENTARY CONDENSED COMBINED STATEMENT OF EARNINGS
(dollars in thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
September 30,
-----------------------
1997 1996
---------- ----------
<S> <C> <C>
Revenues $1,855,818 $1,897,702
Costs and Expenses 1,754,624 1,820,753
---------- ----------
Earnings Before Income Taxes 101,194 76,949
Income Taxes 37,713 26,611
---------- ----------
NET EARNINGS $ 63,481 $ 50,338
========== ==========
</TABLE>
-7-
<PAGE> 11
Notes - continued
(C) In order to assure the future availability of land for its Home Building
operation, the Company has made deposits totaling $19 million as of
September 30, 1997 for options to purchase undeveloped land and developed
lots having a total purchase price of approximately $465 million. These
options and commitments expire at various dates to the year 2003. The
Company has also committed to purchase land and developed lots totaling
approximately $13 million. In addition, the Company has executed lot
purchase contracts with CDC which aggregate approximately $9 million.
(D) Interest expense relating to the financial services operations is
included in its costs and expenses. Interest related to non-financial
services is included as interest expense.
<TABLE>
<CAPTION>
Six Months Ended
--------------------
9/30/97 9/30/96
-------- --------
<S> <C> <C>
Total Interest Incurred $ 36,734 $ 35,031
Less - Financial Services (20,209) (16,240)
-------- --------
Interest Expense $ 16,525 $ 18,791
======== ========
</TABLE>
(E) During April, 1994, Centex Construction Products, Inc. (CXP) completed an
initial public offering of its stock which began trading on the New York
Stock Exchange under the symbol "CXP". Centex's ownership interest in CXP
was 54.2% as of September 30, 1997.
(F) During the quarter ended June 30, 1996, Centex's Home Building subsidiary
completed a business combination transaction and reorganization with
Vista Properties, Inc. As a result of the combination, Centex's
Investment Real Estate portfolio, valued in excess of $125 million, was
reduced to a nominal "book basis" after recording certain Vista-related
tax benefits. As these properties are developed or sold, the net sales
proceeds will be reflected as operating margin. "Negative Goodwill"
recorded as a result of the business combination is being amortized to
earnings over approximately seven years which represents the estimated
period over which the land will be developed and/or sold.
All investment property operations are being reported through Centex's
"Investment Real Estate" business segment.
(G) During March, 1997, Centex Real Estate Corporation acquired 78% of Cavco
Industries, Inc.'s (Cavco) outstanding common stock for a total of $74.3
million. Goodwill of $68.7 million was recorded in connection with the
acquisition (approximately $53.6 million relates to the 78% acquired by
Centex) and is being amortized to earnings over 30 years.
Cavco's operations are being reported through the "Manufactured Housing"
segment within the Home Building line of business.
-8-
<PAGE> 12
Notes - continued
(H) In March 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS No.
128). This Statement establishes new standards for computing and
presenting earnings per share (EPS). SFAS No. 128 replaces the
presentation of primary EPS previously prescribed by Accounting
Principles Board Opinion No. 15 (APB No. 15) with a presentation of basic
EPS which is computed by dividing income available to common stockholders
by the weighted-average number of common shares outstanding for the
period.
SFAS No. 128 also requires dual presentation of basic and diluted EPS.
Diluted EPS is computed similarly to fully diluted EPS pursuant to APB
No. 15. Proforma basic and diluted EPS for the quarter and six months
ended September 30, 1997 and 1996, assuming that SFAS No. 128 was
effective as of the beginning of the year are presented below.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
------------------ ----------------
1997 1996 1997 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
Earnings per common share:
Basic $1.23 $0.99 $2.16 $1.76
Diluted $1.19 $0.96 $2.09 $1.70
</TABLE>
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", which requires that changes in comprehensive income be shown in
a financial statement that is displayed with the same prominence as other
financial statements. This Statement is effective for periods beginning
after December 15, 1997. The Company does not expect adoption of the
Statement to have a material effect on the presentation of its financial
statements.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosures About Segments of
an Enterprise and Related Information", (SFAS No. 131) which changes the
way public companies report information about segments. SFAS No. 131,
which is based on the management approach to segment reporting, requires
companies to report selected quarterly segment information and
entity-wide disclosures about products and services, major customers, and
the material countries in which the entity holds assets and reports
revenues. This Statement is effective for financial statements for
periods beginning after December 15, 1997. The Company does not expect
adoption of the Statement to have a material effect on the presentation
of its financial statements.
-9-
<PAGE> 13
CENTEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Centex's consolidated revenues for the quarter were $991.7 million,
slightly less than $1.0 billion for the same quarter last year. Earnings before
income taxes were $58.7 million, 35% higher than $43.3 million last year. Net
earnings were $36.4 million and earnings per share were $1.20 for this quarter
compared to $28.2 million and $.96, respectively, for the same quarter last
year.
For the six months ended September 30, 1997, corporate revenues totaled
$1.85 billion, 2% less than $1.89 billion for the same period last year.
Earnings before income taxes were $101.1 million, 32% higher than $76.7 million
for the same period last year. Net earnings were $63.4 million and earnings per
share were $2.10 for the six months ended September 30, 1997 compared to $50.1
million and $1.71 for the six months ended September 30, 1996.
Net earnings for both the quarter and the six months increased a higher
percentage than earnings per share due to more average shares outstanding in the
fiscal 1998 periods.
HOME BUILDING
Housing
The following summarizes Housing results for the quarter and fiscal
year-to-date ended September 30, 1997 compared to the quarter and fiscal
year-to-date ended September 30, 1996 (dollars in millions, except per unit
data):
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
9/30/97 9/30/96
------------------------- ------------------------
<S> <C> <C> <C> <C>
Housing Revenues $ 586.9 100.0% $ 607.7 100.0%
Cost of Sales (468.3) (79.8%) (497.5) (81.9%)
Selling, General & Administrative (77.1) (13.1%) (72.1) (11.8%)
---------- ---------- ---------- ----------
Operating Earnings $ 41.5 7.1% $ 38.1 6.3%
========== ========== ========== ==========
Units Closed 3,118 3,514
Unit Sales Price $ 185,649 $ 169,552
% Change 9.5% 3.9%
Operating Earnings per Unit $ 13,313 $ 10,836
% Change 22.9% 29.2%
</TABLE>
-10-
<PAGE> 14
<TABLE>
<CAPTION>
Fiscal Fiscal
Year-to-Date Year-to-Date
9/30/97 9/30/96
------------------------- ------------------------
<S> <C> <C> <C> <C>
Housing Revenues $ 1,047.7 100.0% $ 1,137.5 100.0%
Cost of Sales (836.7) (79.8%) (929.8) (81.7%)
Selling, General & Administrative (142.0) (13.6%) (140.5) (12.4%)
---------- ---------- ---------- ----------
Operating Earnings $ 69.0 6.6% $ 67.2 5.9%
========== ========== ========== ==========
Units Closed 5,684 6,609
Unit Sales Price $ 181,956 $ 168,532
% Change 8.0% 4.2%
Operating Earnings per Unit $ 12,134 $ 10,162
% Change 19.4% 31.6%
</TABLE>
Home closings for the current quarter were 3,118 units, 11% less than
last year. Home sales (orders) rose 21% for this year's quarter to 3,134 units.
Home closings for the six months this year were 5,684, 14% less than closings
for the same period last year. Home orders increased 8% for the six months this
year to 6,233 units. The backlog of homes sold but not closed at September 30,
1997 was 4,857 units, 4% higher than the September 30, 1996 backlog.
The margin improvement that occurred despite lower closings and the
increase in home sales (orders) reflected a resurgence in the California home
building market as well as Centex Homes' continuing focus on improved efficiency
throughout its operations.
Manufactured Housing
The following summarizes Manufactured Housing's results for the quarter
and fiscal year-to-date ended September 30, 1997 (dollars in millions):
<TABLE>
<CAPTION>
Fiscal
Quarter Ended Year-to-Date
9/30/97 9/30/97
-------------------- --------------------
<S> <C> <C> <C> <C>
Manufactured Housing Revenues $ 33,594 100.0% $ 65,488 100.0%
Cost of Sales (26,068) (77.6%) (52,420) (80.0%)
Selling, General & Administrative (4,113) (12.2%) (6,866) (10.5%)
-------- -------- -------- --------
Earnings before Goodwill and
Minority Interest 3,413 10.2% 6,202 9.5%
======== ========
Goodwill Amortization (573) (1,146)
-------- --------
Earnings before Minority Interest 2,840 5,056
Minority Interest Expense (812) (1,300)
-------- --------
Operating Earnings $ 2,028 $ 3,756
======== ========
Units Produced 1,400 2,618
======== ========
</TABLE>
The Manufactured Housing operation was acquired in late March, 1997.
Accordingly, there is no comparative data for the quarter and fiscal
year-to-date ended September 30, 1996.
-11-
<PAGE> 15
INVESTMENT REAL ESTATE
For the quarter ended September 30, 1997, Centex's Investment Real Estate
operation, through which all investment property transactions are reported, had
operating earnings of $6.6 million, 94% higher than $3.4 million for the same
quarter a year ago.
For the current six months, operating earnings from Investment Real
Estate were $14.8 million, a 104% increase over $7.2 million for the same period
in fiscal 1997.
FINANCIAL SERVICES
The following summarizes Financial Services' results for the quarter and
fiscal year-to-date ended September 30, 1997 compared to the quarter and fiscal
year-to-date ended September 30, 1996 (dollars in millions):
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Ended Quarter Ended Year-to-Date Year-to-Date
9/30/97 9/30/96 9/30/97 9/30/96
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 57.3 $ 41.0 $ 104.5 $ 78.9
------- ------- ------- -------
Operating Earnings $ 7.6 $ 6.1 $ 12.8 $ 12.2
------- ------- ------- -------
Origination Volume $ 1,660 $ 1,381 $ 3,092 $ 2,784
------- ------- ------- -------
Number of Loans Originated
Centex-built Homes ("Builder") 2,186 2,601 3,958 4,945
Non-Centex-built Homes ("Retail") 10,352 8,725 19,832 18,224
Centex Home Equity 1,644 702 2,820 927
------- ------- ------- -------
14,182 12,028 26,610 24,096
======= ======= ======= =======
</TABLE>
Builder applications for the quarter of 2,139 increased 9% over last year
while Retail applications rose 26% to 10,424. Builder applications of 4,544 for
the six month period were 4% higher than a year ago. Retail applications
increased 15% from 17,874 a year ago to 20,601 for the six months. The profit
per loan of $796 for this year's quarter was a 36% improvement over last year's
per loan profit of $585 as a result of increased originations and the
centralization of certain back-office functions.
Centex Home Equity Corporation (CHEC) generated 5,783 "B & C" loan
applications for the quarter, an increase of 49% compared to the same quarter a
year ago. CHEC applications for the six months rose 65% to 8,638.
-12-
<PAGE> 16
CONSTRUCTION PRODUCTS
Revenues from CXP were $83.4 million for the quarter this year, 27% higher
than last year. CXP's operating earnings, net of minority interest, were a
record $15.1 million for the quarter this year, 48% higher than last year's
earnings. CXP's revenues for the current six months were $161.4 million, 27%
higher than last year. CXP's operating earnings, net of minority interest, were
$27.3 million, a 54% improvement over results for the same period a year ago.
CXP's record earnings were favorably impacted by higher average Cement and
Gypsum Wallboard pricing and higher sales volumes, particularly the increase in
Gypsum Wallboard sales related primarily to the acquisition of the Eagle Gypsum
Wallboard plant in late fiscal 1997.
CONTRACTING AND CONSTRUCTION SERVICES
The following summarizes Contracting and Construction Services results for
the quarter and fiscal year-to-date ended September 30, 1997 compared to the
quarter and fiscal year-to-date ended September 30, 1996 (dollars in millions):
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Ended Quarter Ended Year-to-Date Year-to-Date
9/30/97 9/30/96 9/30/97 9/30/96
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 225.3 $ 286.8 $ 461.9 $ 549.0
-------- -------- -------- --------
Operating Earnings $ 1.2 $ (.1) $ 2.2 $ .4
-------- -------- -------- --------
New Contracts Received $ 303 $ 220 $ 491 $ 497
-------- -------- -------- --------
Backlog of Uncompleted Contracts $ 1,143 $ 1,150 $ 1,143 $ 1,150
-------- -------- -------- --------
</TABLE>
The construction sector is improving as the economy strengthens and profit
margins on contracts recently acquired by the group continue to improve. During
the current and prior fiscal years, the Contracting and Construction Services
operation has provided a positive average net cash flow in excess of Centex's
investment in the group of approximately $55-60 million.
FINANCIAL CONDITION AND LIQUIDITY
Centex fulfills its short-term financing requirements with cash generated
from its operations and funds available under its credit facilities. These
credit facilities also serve as back-up lines for overnight borrowings under its
uncommitted bank facilities and commercial paper program. In addition, CTX
Mortgage Company has its own $700 million of committed credit facilities and
approximately $600 million of uncommitted facilities to finance mortgages which
are held during the period they are being securitized and readied for delivery
against forward sale commitments.
The $204.9 million increase in debt was primarily used to fund the increase
in both residential mortgage loans and inventories and to reduce payables and
accruals. The increase in residential mortgage loans was primarily due to the
increase in the Company's new home equity lending business.
The Company believes it has adequate resources and sufficient credit
facilities to satisfy its current needs and provide for future growth.
-13-
<PAGE> 17
OTHER DEVELOPMENTS AND OUTLOOK
During the quarter, Centex Senior Service Corporation, a Centex subsidiary,
began constructing its first assisted living project in Round Rock, Texas, near
Austin. The 28-bed facility, which will be operated by Centex Senior Services
under the name "Kensington Cottages by Centex", will provide specialized
personal care services in a secure home environment for people with Alzheimer's
disease and related memory disorders. The facility, which will cost
approximately $1 million, should be ready for occupancy in the spring of 1998.
Favorable interest rates during much of the quarter positively impacted the
Company's home sales and mortgage applications. If interest rates remain at or
close to current levels, Centex's Home Building sales and margins are expected
to show continued improvement and Home Building results for fiscal 1998 are
likely to surpass last year's record performance. In addition, Centex expects
improvement in its Financial Services operations and that Contracting and
Construction Services should continue to report positive results. Finally, CXP
is positioned to report its fourth consecutive year of record earnings.
As a result, Centex's fiscal 1998 financial results should exceed the record
levels posted in fiscal 1997.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The information contained in this report includes forward looking statements
involving a number of risks and uncertainties. In addition to the factors
discussed, other determinants that could cause actual results to differ include:
increases in interest rates; business conditions; growth in the home building,
financial services, contracting and construction services, and construction
products industries and the economy in general; competitive factors; and the
cost of building materials. These and other factors are described in the Joint
Annual Report on Form 10-K of Centex Corporation and 3333 Holding Corporation
and Centex Development Company, L.P., and in the Annual Report on Form 10-K for
Centex Construction Products, Inc., for the fiscal year ended March 31, 1997.
Both reports are filed with the Securities and Exchange Commission.
-14-
<PAGE> 18
CENTEX CORPORATION
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 24, 1997, Centex held its Annual Meeting of Stockholders. At the
Annual Meeting, Dan W. Cook, III, Laurence E. Hirsch and Charles H. Pistor were
elected as directors to serve for a three-year term until the 2000 Annual
Meeting. Voting results for these nominees are summarized as follows:
<TABLE>
<CAPTION>
Number of Shares
-------------------------
For Against
---------- ----------
<S> <C> <C>
Dan W. Cook, III 20,839,212 2,962,570
---------- ----------
Laurence E. Hirsch 20,832,052 2,969,730
---------- ----------
Charles H. Pistor 20,853,922 2,947,860
---------- ----------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended September 30, 1997.
All other items required under Part II are omitted because they are not
applicable.
-15-
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CENTEX CORPORATION
--------------------------------
Registrant
November 7, 1997 /s/ David W. Quinn
--------------------------------
David W. Quinn
Vice Chairman and
Chief Financial Officer
(principal financial officer)
November 7, 1997 /s/ Barry G. Wilson
--------------------------------
Barry G. Wilson
Controller
(chief accounting officer)
-16-
<PAGE> 20
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PART I. FINANCIAL INFORMATION
CONDENSED COMBINING FINANCIAL STATEMENTS
ITEM 1.
The condensed combining financial statements include the accounts of 3333
Holding Corporation and subsidiary and Centex Development Company, L.P.
(collectively the "Companies"), and have been prepared by the Companies, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Companies believe that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
condensed combining financial statements be read in conjunction with the
financial statements and the notes thereto included in the Companies' latest
annual report on Form 10-K. In the opinion of the Companies, all adjustments
necessary to present fairly the information in the following condensed financial
statements of the Companies have been included. The results of operations for
such interim periods are not necessarily indicative of the results for the full
year.
-17-
<PAGE> 21
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF OPERATIONS
(dollars in thousands, except per share/unit data)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended September 30,
---------------------------------------------------------------------------------------
1997 1996
--------------------------------------------- ---------------------------------------
3333 Holding 3333 Holding
Centex Corporation Centex Corporation
Development and Development and
Combined Company, L.P. Subsidiary Combined Company, L.P. Subsidiary
-------- ------------- ------------ -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 3,094 $ 3,002 $ 337 $ 825 $ 691 $ 445
Costs and Expenses 2,746 2,642 349 916 881 346
------- ------- ------- ------- ------- -------
Earnings (Loss) Before Income Taxes 348 360 (12) (91) (190) 99
Income Taxes -- -- -- -- -- --
------- ------- ------- ------- ------- -------
NET EARNINGS (LOSS) $ 348 $ 360 $ (12) $ (91) $ (190) $ 99
======= ========= ========= ======= ========== =======
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ 360 $ (12) $ (190) $ 99
========= ========= ========== =======
</TABLE>
See notes to condensed combining financial statements.
-18-
<PAGE> 22
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF OPERATIONS
(dollars in thousands, except per share/unit data)
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended September 30,
----------------------------------------------------------------------------------
1997 1996
--------------------------------------- ---------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- ------------- ------------ -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 6,835 $ 6,625 $ 749 $ 4,297 $ 4,013 $ 1,024
Costs and Expenses 5,696 5,566 669 4,032 4,027 745
------- ---------- ---------- ------- ---------- ------------
Earnings (Loss) Before Income Taxes 1,139 1,059 80 265 (14) 279
Income Taxes -- -- -- -- -- --
------- ---------- ---------- ------- ----------- ------------
NET EARNINGS (LOSS) $ 1,139 $ 1,059 $ 80 $ 265 $ (14) $ 279
======= ========== ========== ======= =========== ============
EARNINGS (LOSS) PER SHARE/UNIT
(Average Outstanding Shares,
1,000; Units, 1,000) $ 1,059 $ 80 $ (14) $ 279
========== ========= =========== ============
</TABLE>
See notes to condensed combining financial statements.
-19-
<PAGE> 23
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, 1997* March 31, 1997**
------------------------------------------- ------------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- ------------- ------------ -------- ------------- --------------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Cash $ 475 $ 473 $ 2 $ 630 $ 625 $ 5
Accounts Receivable 321 3,647 185 312 868 176
Notes Receivable -
Centex Corporation and Subsidiaries 7,700 -- 7,700 7,700 -- 7,700
Other 1,462 1,462 -- 2,365 2,365 --
Investment in Affiliate -- -- 767 -- -- 767
Investment in Real Estate Joint Venture 86 86 -- 202 202 --
Projects Held for Development and Sale 36,902 36,902 -- 38,918 38,918 --
Other Assets 100 100 -- -- -- --
------- ------- --------- --------- ---------- ---------
$47,046 $42,670 $ 8,654 $ 50,127 $ 42,978 $ 8,648
======= ======= ========= ========= ========== =========
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Accounts Payable and Accrued
Liabilities $ 2,890 $ 3,511 $ 2,890 $ 2,648 $ 2,410 $ 970
Notes Payable -
Centex Corporation and Subsidiaries 5,006 -- 5,006 7,000 -- 7,000
Other 9,087 9,087 -- 7,055 7,055 --
Land Sale Deposits 10 10 -- 10 10 --
------- ------- --------- --------- ---------- ---------
Total Liabilities 16,993 12,608 7,896 16,713 9,475 7,970
Stockholders' Equity and
Partners' Capital 30,053 30,062 758 33,414 33,503 678
------- ------- --------- --------- ---------- ---------
$47,046 $42,670 $ 8,654 $ 50,127 $ 42,978 $ 8,648
======= ======= ========= ========= ========== =========
</TABLE>
* Unaudited
** Condensed from audited financial statements.
See notes to condensed combining financial statements.
-20-
<PAGE> 24
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
CONDENSED COMBINING STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended September 30,
----------------------------------------------------------------------------------
1997 1996
------------------------------------------- -------------------------------------
3333 HOLDING 3333 HOLDING
CENTEX CORPORATION CENTEX CORPORATION
DEVELOPMENT AND DEVELOPMENT AND
COMBINED COMPANY, L.P. SUBSIDIARY COMBINED COMPANY, L.P. SUBSIDIARY
-------- ------------- ------------- -------- ------------- -----------
CASH FLOWS - OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C> <C>
Net Earnings $ 1,139 $ 1,059 $ 80 $ 265 $ (14) $ 279
Net Change in Payables, Accruals,
Deposits and Receivables 233 (1,678) 1,911 (831) (552) (279)
Decrease in Notes Receivable 903 903 -- 1,245 1,245 --
Decrease (Increase) in Advances to
Joint Venture 116 116 -- (62) (62) --
Decrease in Projects Held for
Development and Sale 2,016 2,016 -- 2,883 2,883 --
Increase in Other Assets (100) (100) -- -- -- --
------- ------- ------- ------- ------- -------
4,307 2,316 1,991 3,500 3,500 --
------- ------- ------- ------- ------- -------
CASH FLOWS - FINANCING ACTIVITIES
(Decrease) Increase in Notes Payable -
Centex Corporation and Subsidiaries (1,994) -- (1,994) (1,373) (1,373) --
Other 2,032 2,032 -- -- -- --
Capital Distributions (4,500) (4,500) -- (2,000) (2,000) --
------- ------- ------- ------- ------- -------
(4,462) (2,468) (1,994) (3,373) (3,373) --
------- ------- ------- ------- ------- -------
NET INCREASE (DECREASE) IN CASH (155) (152) (3) 127 127 --
CASH AT BEGINNING OF YEAR 630 625 5 231 225 6
------- ------- ------- ------- ------- -------
CASH AT END OF PERIOD $ 475 $ 473 $ 2 $ 358 $ 352 $ 6
======= ======= ======= ======= ======= =======
</TABLE>
See notes to condensed combining financial statements.
-21-
<PAGE> 25
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
NOTES TO CONDENSED COMBINING FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(unaudited)
(A) On November 30, 1987 Centex Corporation ("Centex") distributed to a
nominee all of the issued and outstanding shares of common stock of
3333 Holding Corporation ("Holding") and warrants to purchase
approximately 80% of the Class B units of limited partnership interest
in Centex Development Company, L.P. (the "Partnership"). 3333
Development Corporation ("Development"), a wholly-owned subsidiary of
Holding, serves as general partner of the Partnership. These securities
are held by the nominee on behalf of Centex stockholders and will trade
in tandem with the common stock of Centex until such time as they are
detached.
(B) See Note B to the condensed consolidated financial statements of Centex
Corporation and subsidiaries included elsewhere in this Form 10-Q for
supplementary condensed combined financial statements for Centex
Corporation and subsidiaries, Holding and subsidiary and the
Partnership.
(C) The Partnership sells lots to Centex Homes pursuant to certain purchase
and sale agreements. Revenues from these sales totaled $41,000 and
$635,000 for the quarter and six months ended September 30, 1997, and
$69,000 and $2,977,000 for the quarter and six months ended September
30, 1996, respectively. Additionally, during the six months ended
September 30, 1997, the Partnership sold property located in
Carrollton, Texas to Centex Homes for $2,866,000.
(D) A summary of changes in stockholders' equity is presented below
(dollars in thousands).
<TABLE>
<CAPTION>
For the Six Months Ended September 30, 1997
---------------------------------------------------------------------------------------
3333 Holding Corporation
Centex Development Company, L.P. and Subsidiary
------------------------------------ ---------------------------------
CLASS B GENERAL LIMITED CAPITAL IN
UNITS PARTNERS' PARTNERS' STOCK EXCESS OF RETAINED
COMBINED WARRANTS CAPITAL CAPITAL WARRANTS PAR VALUE EARNINGS
-------- -------- --------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1997 $ 33,414 $ 500 $ 767 $ 32,236 $ 1 $ 800 $ (123)
Preference Payments (4,500) -- -- (4,500) -- -- --
Net Earnings 1,139 -- -- 1,059 -- -- 80
-------- -------- -------- -------- -------- -------- --------
BALANCE AT SEPTEMBER 30, 1997 $ 30,053 $ 500 $ 767 $ 28,795 $ 1 $ 800 $ (43)
======== ======== ======== ======== ======== ========= ========
</TABLE>
The Partnership agreement provides that Class A limited partners are entitled to
a cumulative preferred return of 9% per annum on their unrecovered capital.
Unrecovered capital represents initial capital contributions as reduced by
repayments and is the basis for preference accruals.
During the quarter and six months ended September 30, 1997, the Partnership made
preference payments to its limited partners, which are Centex affiliates,
totaling $1.5 million and $4.5 million, respectively. Preference in arrears at
September 30, 1997 amounted to $2.8 million and unrecovered capital totaled
$32.8 million.
-22-
<PAGE> 26
3333 HOLDING CORPORATION AND SUBSIDIARY
AND CENTEX DEVELOPMENT COMPANY, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
On a combined basis, revenues for the quarter and six months ended
September 30, 1997 of $3.1 million and $6.8 million, respectively, included
results from the sale of commercial property in Texas, and residential property
in Florida. Revenues of $825,000 and $4.3 million for the quarter and six months
ended September 30, 1996, respectively, included the sale of commercial property
in Texas and residential property in Illinois and New Jersey. The quarter ended
September 30, 1997 reflected combined net earnings of $348,000, compared to a
net loss of $91,000 for the same quarter last year. The six months ended
September 30, 1997 reflected combined net earnings of $1.1 million compared to
$265,000 for the same period last year. The improvement in earnings relates to
the higher margins on real estate sales in the periods ended September 30, 1997
compared to the same periods last year.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from sales and the principal collection on notes
receivable during the quarter and six months ended September 30, 1997 was
sufficient to allow for the Partnership to make preference payments to its
limited partners totaling $1.5 million and $4.5 million, respectively.
Holding, Development and the Partnership believe that they will be able
to provide or obtain the necessary funding for their current operations and
future expansion needs. The revenues, earnings and liquidity of these companies
are largely dependent on future land sales, the timing of which is uncertain.
The ability to obtain external debt or equity capital is subject to the
provisions of Holding's loan agreement with Centex and the Partnership Agreement
governing the Partnership.
-23-
<PAGE> 27
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 24, 1997, 3333 Holding Corporation held its Annual Meeting of
Stockholders. At the Annual Meeting, J. Stephen Bilheimer, Josiah O. Low, III
and David M. Sherer were elected as directors to serve until the next annual
election. Voting results for these nominees are summarized as follows:
<TABLE>
<CAPTION>
Number of Shares
-------------------------------------------
For Against
------------------ ------------------
<S> <C> <C>
J. Stephen Bilheimer 656 120
------------------ ------------------
Josiah O. Low, III 656 120
------------------ ------------------
David M. Sherer 656 120
------------------ ------------------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule
Exhibit 27.2 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended September 30, 1997.
All other items required under Part II are omitted because they are not
applicable.
-24-
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
3333 HOLDING CORPORATION
----------------------------------
Registrant
November 7, 1997 /s/ J. Stephen Bilheimer
----------------------------------
J. Stephen Bilheimer
President
November 7, 1997 /s/ Kimberly Pinson
----------------------------------
Kimberly Pinson
Vice President and Treasurer
(chief accounting officer)
-25-
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTEX DEVELOPMENT COMPANY,
L.P.
---------------------------------
Registrant
By: 3333 Development Corporation,
General Partner
November 7, 1997 /s/ J. Stephen Bilheimer
---------------------------------
J. Stephen Bilheimer
President
November 7, 1997 /s/ Kimberly Pinson
---------------------------------
Kimberly Pinson
Vice President and Treasurer
(chief accounting officer)
26
<PAGE> 30
EXHIBITS INDEX
Exhibit 27 - Financial Data Schedule
Exhibit 27.1 - Financial Data Schedule
Exhibit 27.2 - Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
CORPORATION'S SEPTEMBER 30, 1997, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000018532
<NAME> CENTEX CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 70,752
<SECURITIES> 0
<RECEIVABLES> 1,093,296
<ALLOWANCES> 0
<INVENTORY> 1,093,991
<CURRENT-ASSETS> 0
<PP&E> 511,204
<DEPRECIATION> 209,772
<TOTAL-ASSETS> 2,909,101
<CURRENT-LIABILITIES> 0
<BONDS> 239,886
0
0
<COMMON> 7,414
<OTHER-SE> 903,913
<TOTAL-LIABILITY-AND-EQUITY> 2,909,101
<SALES> 1,853,121
<TOTAL-REVENUES> 1,853,121
<CGS> 1,701,167
<TOTAL-COSTS> 1,701,167
<OTHER-EXPENSES> 34,315
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,525
<INCOME-PRETAX> 101,114
<INCOME-TAX> 37,713
<INCOME-CONTINUING> 63,401
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 63,401
<EPS-PRIMARY> 2.10
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3333 HOLDING
CORPORATION'S SEPTEMBER 30, 1997, FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000818762
<NAME> 3333 HOLDING CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2
<SECURITIES> 0
<RECEIVABLES> 7,885
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,654
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 757
<TOTAL-LIABILITY-AND-EQUITY> 8,654
<SALES> 749
<TOTAL-REVENUES> 749
<CGS> 669
<TOTAL-COSTS> 669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 80
<INCOME-TAX> 0
<INCOME-CONTINUING> 80
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 80
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
DEVELOPMENT COMPANY L.P.'S SEPTEMBER 30, 1997, FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000818764
<NAME> CENTEX DEVELOPMENT COMPANY, L.P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 473
<SECURITIES> 0
<RECEIVABLES> 5,109
<ALLOWANCES> 0
<INVENTORY> 36,902
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 42,670
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 29,562
<TOTAL-LIABILITY-AND-EQUITY> 42,670
<SALES> 6,625
<TOTAL-REVENUES> 6,625
<CGS> 5,566
<TOTAL-COSTS> 5,566
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,059
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,059
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,059
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
