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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 December 31, 1999
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AMENDED AND RESTATED PROFIT SHARING AND RETIREMENT PLAN OF
CENTEX CORPORATION
(Full title 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.
2728 N. Harwood 2728 N. Harwood
Dallas, Texas 75201 Dallas, Texas 75201
(Name of issuer and address of principal executive offices) (Name of issuer and address of principal executive offices)
</TABLE>
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AMENDED AND RESTATED PROFIT SHARING AND
RETIREMENT PLAN OF CENTEX CORPORATION
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998,
AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Amended and Restated Profit Sharing and
Retirement Plan of Centex Corporation:
We have audited the accompanying statements of net assets available for
benefits of the Amended and Restated Profit Sharing and Retirement Plan of
Centex Corporation (the "Plan") as of December 31, 1999 and 1998, and the
related statements of changes in net assets available for benefits for the year
ended December 31, 1999, and the nine months ended December 31, 1998. These
financial statements and the schedule referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1999 and 1998, and the changes in its net assets
available for benefits for the year ended December 31, 1999, and the nine
months ended December 31, 1998, in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 16, 2000
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AMENDED AND RESTATED PROFIT SHARING AND
RETIREMENT PLAN OF CENTEX CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
Page(s)
-------
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1999,
and the Nine Months Ended December 31, 1998 4
Notes to Financial Statements 5-9
Schedule I - Schedule H, Part IV, Line 4i - Schedule of Assets
Held for Investment Purposes as of December 31, 1999 10
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AMENDED AND RESTATED PROFIT SHARING AND
RETIREMENT PLAN OF CENTEX CORPORATION
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS:
Participant Directed Investments,
at Fair Market Value -
Interest-bearing cash accounts $ -- $ 182,813
Investment in Master Trust 260,396,621 212,381,452
Investment in Centex Common Stock Fund 15,409,349 26,106,373
Participant Loans 1,062,329 --
------------ ------------
Total Investments 276,868,299 238,670,638
------------ ------------
Receivables -
Note receivable -- 468,278
Interest and dividends -- 23,666
------------ ------------
Total Receivables -- 491,944
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $276,868,299 $239,162,582
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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AMENDED AND RESTATED PROFIT SHARING AND
RETIREMENT PLAN OF CENTEX CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
AND THE NINE MONTHS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Year Nine Months
Ended Ended
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS TO NET ASSETS:
Company contributions $ 14,281,036 $ --
Participant contributions 23,850,199 14,650,040
Interest and dividends 1,351,230 1,534,822
Net change in fair market value of investments 16,079,401 10,008,955
------------ ------------
Total additions 55,561,866 26,193,817
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DEDUCTIONS FROM NET ASSETS:
Distributions to participants 16,322,104 12,100,467
Administrative expenses 1,534,045 536,576
------------ ------------
Total deductions 17,856,149 12,637,043
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NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 37,705,717 13,556,774
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 239,162,582 225,605,808
------------ ------------
End of year $276,868,299 $239,162,582
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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AMENDED AND RESTATED PROFIT SHARING AND
RETIREMENT PLAN OF CENTEX CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(1) SUMMARY DESCRIPTION OF THE PLAN:
The Amended and Restated Profit Sharing and Retirement Plan of
Centex Corporation (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 trust
("Trust") which participates in a master trust (the "Master Trust")
governed by a trust agreement (the "Trust Agreement") with Fidelity
Management Trust Company (the "Trustee"), which is held accountable by
and reports to the Committee. Prior to November 1, 1999, State Street
Bank and Trust served as the Plan trustee, at which point the Board of
Directors of the Company appointed Fidelity Management Trust Company as
trustee. 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.
Employees of Participating Employers become eligible to
participate in profit sharing 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, or
provided the employee is not compensated on a commission basis and not
paid in fixed amounts at regular intervals. 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 January 1 or July 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 participant is fully vested after seven
years of service or upon retirement, full and permanent disability, or
death. Participants are always fully vested in their voluntary
contributions and related earnings.
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Although there is no intention to do so, 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
("ERISA"). The Plan provides that, in the event of termination,
participants will become fully vested in their retirement account, and
the method of distribution of assets will be in accordance with the
provisions of ERISA.
Employer contributions are allocated to participant accounts
based upon each participant's length of service and salary. Forfeitures
of $775,860 were used to reduce employer contributions for the year
ended December 31, 1999. As the employer contributions and forfeitures
related to the nine months ended December 31, 1998 were based on the
Company's March 31, 1999 audited financial statements, no employer
contributions or forfeitures were recorded in the accompanying financial
statements for the nine months ended December 31, 1998.
Active participants may borrow up to 50% of the vested portion of
their accounts with Committee authorization and for specific events, as
defined. Loans are collateralized by participant accounts. Such loans
bear interest at a rate which approximates market rates and are
generally repayable to the Plan within five years. Interest rates range
from 9.75% to 10.30%.
Through October 31, 1999, the Plan allowed participants to direct
their accounts into four different Life Solutions Funds, the Centex
Common Stock Fund, a S&P 500 Stock Fund, a Short-Term Bond Fund, a Bond
Index Fund, a Short-Term Investment Fund, an International Stock Fund,
and a Russell 2000 Stock Fund. Certain of these investment options were
available only effective April 1, 1999. The Plan changed investment
managers to Fidelity Management Trust Company on November 1, 1999.
Participants must now direct their accounts into five different Strategy
Funds, the Centex Common Stock Fund (CCSF), Fidelity Retirement Money
Market Portfolio, Fidelity Short-Term Bond Fund, Fidelity U.S. Bond
Index Fund, Spartan Extended Market Index Fund, Spartan U.S. Equity
Index Fund, Fidelity Diversified International Fund, Fidelity
Equity-Income II Fund, Fidelity Dividend Growth Fund, Fidelity
Aggressive Growth Fund, and Fidelity Low-Priced Stock Fund. The Strategy
Funds are as follows: Strategy: Near Retirement, Strategy: 2010,
Strategy: 2020, Strategy: 2030, and Strategy: 2040.
Participants may allocate up to 15% of employer and participant
(before and after-tax) contributions to the CCSF, whereas up to 100% may
be allocated to any other investment option offered by the Plan.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Company and its affiliates have several retirement plans
which are funded through the Master Trust. The Master Trust allocates
investment income to the Plan based on the Plan's pro rata share of
Master Trust assets. Investment income is then allocated to participants
on a pro rata basis. Administrative expenses include Trustee and record
keeper fees, as well as fund management fees. During the year ended
December 31, 1999, the Strategy Funds and the Life Solutions Funds made
investments in funds that charge management fees directly to the Master
Trust. Administrative expenses are allocated on a pro rata basis to each
plan.
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The financial statements of the Plan are presented on the accrual
basis of accounting. Investments of the Plan represent its pro rata
share in the Master Trust assets and are stated at the latest redemption
price (which is equivalent to current value). Shares of the CCSF are
valued at the quoted market price in an active market. Investment
transactions are recorded by the Trustee at cost or sales price on the
trade date basis. Unrealized appreciation (depreciation) is the
difference between the revalued cost (fair market value at the beginning
of the plan year) and the current value of investments.
The preparation of these financial statements requires the use of
certain estimates in determining net assets available for benefits and
changes in net assets available for benefits. Actual results could
differ from those estimates.
Benefits are recorded when paid.
Certain administrative expenses of the Plan are paid by the
Plan's sponsor. The Plan is not required to reimburse the sponsor for
any administrative expenses paid by the sponsor.
(3) CHANGE IN FAIR MARKET VALUE OF INVESTMENTS:
The net 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 Benefits
for the year ended December 31, 1999, and the nine months ended December
31, 1998, consists of the following:
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Investment in Master Trust $ 28,289,294 $ 5,939,268
Centex Common Stock Fund (12,209,893) 4,069,687
------------ ------------
Totals $ 16,079,401 $ 10,008,955
============ ============
</TABLE>
(4) INCOME TAX STATUS:
The Company received a favorable determination letter dated
January 9, 1996 from the Internal Revenue Service stating that the Plan
and the related trust are qualified and exempt from federal income taxes
under Sections 401(a) and 501(a) of the Internal Revenue Code (IRC), as
amended. The Plan has been amended since receiving the determination
letter. However, the Company and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with
applicable provisions of the IRC.
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(5) INVESTMENT IN MASTER TRUST:
The Master Trust invests in pools of assets (see Note 1). The
following is a summary of the pooled assets of the Master Trust
investments at fair market value as of December 31, 1999 and 1998:
1999 1998
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Interest-bearing Cash $ -- $ 3,355,739
Corporate Bonds -- 72,884,003
Domestic Equities -- 127,359,713
International Equities -- 35,710,701
Investment in Mutual Funds 284,034,725 --
------------ ------------
$284,034,725 $239,310,156
============ ============
The income recorded by the Master Trust for the year ended
December 31, 1999 is as follows:
<TABLE>
<CAPTION>
Interest Change in
and Fair Market
Dividends Value
------------- -------------
<S> <C> <C>
Investment in Mutual Funds $ 1,383,050 $ 31,295,733
</TABLE>
The Plan's undivided interest in the assets held by the Master
Trust was approximately 92% for the year ended December 31, 1999, and
89% for the nine months ended December 31, 1998.
(6) ASSETS HELD FOR INVESTMENT:
The fair market value of the following investments represented 5%
or more of the Plan's net assets available for benefits at December 31,
1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Life Solutions A Pool $ -- $34,456,554
Life Solutions B Pool -- 69,619,023
Life Solutions C Pool -- 72,770,457
S & P 500 Stock Fund -- 27,799,537
Centex Common Stock 15,409,349 26,106,373
Spartan U.S. Equity Index Fund 47,425,516 --
Fidelity Aggressive Growth Fund 13,659,108 --
Strategy: Near Retirement 34,378,346 --
Strategy: 2010 70,155,748 --
Strategy: 2020 74,952,790 --
</TABLE>
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<PAGE> 11
(7) SALE OF REAL ESTATE:
During September 1996, real estate held by the Plan was sold. The
Plan now holds a note bearing interest at 9%. This note was paid off
subsequent to year end, in March 2000.
(8) RELATED-PARTY TRANSACTIONS:
Certain Plan investments are shares of funds managed by the
Trustee, and therefore, these transactions qualify as party-in-interest
transactions.
(9) RECONCILIATION TO FORM 5500:
As of December 31, 1999, the Plan had approximately $338,781 of
pending distributions to participants who elected to withdraw from the
Plan. These amounts are recorded as a liability in the Plan's Form 5500;
however, in accordance with generally accepted accounting principles,
these amounts are not recorded as a liability in the accompanying
Statements of Net Assets Available for Benefits. There were no
reconciling items to Form 5500 for the year ended December 31, 1998. The
following reconciles net assets available for benefits per the financial
statements to Form 5500 as filed by the Company for the year ended
December 31, 1999:
<TABLE>
<S> <C>
Net assets available for Plan benefits per the financial
statements $ 276,868,299
Amounts allocated to withdrawing participants (338,781)
-------------
Net assets available for Plan benefits per Form 5500 $ 276,529,518
=============
</TABLE>
The following reconciles benefits paid to participants per the
financial statements to Form 5500 as filed by the Company for the year
ended December 31, 1999:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $16,322,104
Add- Amounts allocated to withdrawing participants at
December 31, 1999 338,781
-----------
Benefits paid to participants per Form 5500 $16,660,885
===========
</TABLE>
(10) RECLASSIFICATIONS:
Certain December 31, 1998 balances have been reclassified to be
consistent with the December 31, 1999 presentation.
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SCHEDULE I
AMENDED AND RESTATED PROFIT SHARING AND
RETIREMENT PLAN OF CENTEX CORPORATION
SCHEDULE H, PART 4, LINE 4i - SCHEDULE OF
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN: 75-0778259
PLAN #: 001
<TABLE>
<CAPTION>
(b) (c) (d) (e)
(a) IDENTITY OF ISSUER DESCRIPTION COST CURRENT VALUE
----- ---------------------------- ---------------------------------- -------------- ---------------
<S> <C> <C> <C> <C>
* Master Trust Agreement
for Pension Benefits
between Centex Corporation
and Fidelity Management
Trust Company Investment in Master Trust $ 245,258,327 $ 260,396,621
* Participant Loans Participant Loans, interest
rates range from 9.75% to 10.30% -- 1,062,329
* Centex Corporation Common Stock, 624,176 Shares,
Par $.25 per share 12,765,652 15,409,349
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Totals $ 258,023,979 $ 276,868,299
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</TABLE>
* Column (a) indicates each identified person/entity known to be a
party-in-interest.
This schedule lists assets held for investment purposes at December 31, 1999,
as required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure.
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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: June 28, 2000 By: /s/ David W. Quinn
--------------------------------
David W. Quinn
Member, Administrative Committee
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INDEX TO EXHIBITS
AMENDED AND RESTATED PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CORPORATION
<TABLE>
<CAPTION>
Exhibit Filed Herewith or
Number Exhibit Incorporated by Reference
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<S> <C> <C>
23 Consent of Arthur Andersen LLP Filed herewith.
</TABLE>
