Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited condensed consolidated balance sheet as of December 31, 2005 and the unaudited condensed consolidated statements of earnings for the nine months ended December 31, 2005 and the year ended March 31, 2005, have been prepared to present the consolidated financial position and the consolidated results of operations of the Company as if the planned sale of Centex Home Equity Company, LLC (“CHEC”) had occurred on December 31, 2005 for the unaudited pro forma condensed consolidated balance sheet and at the beginning of each period presented for the unaudited condensed consolidated statements of operations. In addition, in September 2005, the Company sold its international homebuilding operations. As a result of the sale, international homebuilding’s results of operations for the nine month period ended December 31, 2005, have previously been reclassified and reported as discontinued operations. International homebuilding’s results of operations are presented as discontinued operations in the accompanying unaudited pro forma condensed consolidated statement of earnings for the year ended March 31, 2005.
These statements are not indicative of the financial position or results of operations of the Company as of December 31, 2005 or for the nine months ended December 31, 2005 or the year ended March 31, 2005, nor are they indicative of future results. In addition, these pro forma financial statements do not reflect changes that may occur as a result of activities subsequent to December 31, 2005, which may impact the planned disposition of CHEC.
For pro forma balance sheet presentation purposes, the receipt of estimated proceeds from the disposition of CHEC is included in cash. The actual cash proceeds to be received on the sale of CHEC will be based in part on CHEC’s net assets at the closing date and may differ from the amount presented in the pro forma financial information.
Centex Corporation and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheets
December 31, 2005
(Dollars in thousands)
| | | | | | | | | | | | |
| | As Reported(a) | | | Disposition(s) | | | Pro Forma | |
Assets | | | | | | | | | | | | |
Cash and Cash Equivalents | | $ | 78,900 | | | $ | 602,773 | (b) | | $ | 681,673 | |
Restricted Cash | | | 469,113 | | | | (328,818 | )(b) | | | 140,295 | |
Receivables - | | | | | | | | | | | | |
Residential Mortgage Loans Held for Investment, net | | | 8,758,681 | | | | (8,758,681 | )(b) | | | — | |
Residential Mortgage Loans Held for Sale | | | 1,727,631 | | | | — | | | | 1,727,631 | |
Construction Contracts | | | 307,545 | | | | — | | | | 307,545 | |
Trade, including Notes | | | 435,310 | | | | (163,973 | )(b) | | | 271,337 | |
Inventories - | | | | | | | | | | | | |
Housing Projects | | | 8,292,195 | | | | — | | | | 8,292,195 | |
Land Held for Development and Sale | | | 381,100 | | | | — | | | | 381,100 | |
Land Held Under Option Agreements Not Owned | | | 552,984 | | | | — | | | | 552,984 | |
Other | | | 10,405 | | | | — | | | | 10,405 | |
Investments - | | | | | | | | | | | | |
Joint Ventures and Other | | | 344,282 | | | | — | | | | 344,282 | |
Property and Equipment, net | | | 162,032 | | | | (18,424 | )(b) | | | 143,608 | |
Other Assets - | | | | | | | | | | | | |
Deferred Income Taxes | | | 348,523 | | | | (134,012 | )(b) | | | 214,511 | |
Goodwill | | | 218,369 | | | | — | | | | 218,369 | |
Mortgage Securitization Residual Interest | | | 64,582 | | | | (64,582 | )(b) | | | — | |
Deferred Charges and Other, net | | | 272,837 | | | | (52,700 | )(b) | | | 220,137 | |
| | | | | | | | | |
| | $ | 22,424,489 | | | $ | (8,918,417 | )(b) | | $ | 13,506,072 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | |
Accounts Payable | | $ | 824,883 | | | $ | (208 | )(b) | | $ | 824,675 | |
Accrued Liabilities | | | 1,620,296 | | | | (92,373 | )(b) | | | 1,527,923 | |
Debt - | | | | | | | | | | | | |
Centex | | | 4,106,579 | | | | — | | | | 4,106,579 | |
Financial Services | | | 10,583,348 | | | | (8,919,150 | )(b) | | | 1,664,198 | |
Commitments and Contingencies | | | | | | | | | | | | |
Minority Interests | | | 538,911 | | | | — | | | | 538,911 | |
Stockholders’ Equity - | | | | | | | | | | | | |
Preferred Stock, Authorized 5,000,000 Shares, None Issued | | | — | | | | — | | | | — | |
Common Stock, $.25 Par Value; Authorized 300,000,000 Shares; Outstanding 123,786,142 | | | 33,956 | | | | — | | | | 33,956 | |
Capital in Excess of Par Value | | | 532,440 | | | | — | | | | 532,440 | |
Unamortized Value of Deferred Compensation | | | (49 | ) | | | — | | | | (49 | ) |
Retained Earnings | | | 4,864,468 | | | | 101,043 | | | | 4,965,511 | |
Treasury Stock, at Cost; 12,038,622 | | | (688,017 | ) | | | — | | | | (688,017 | ) |
Accumulated Other Comprehensive Income | | | 7,674 | | | | (7,729 | )(b) | | | (55 | ) |
| | | | | | | | | |
Total Stockholders’ Equity | | | 4,750,472 | | | | 93,314 | | | | 4,843,786 | |
| | | | | | | | | |
| | $ | 22,424,489 | | | $ | (8,918,417 | ) | | $ | 13,506,072 | |
| | | | | | | | | |
| | |
| | See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements. |
Centex Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statements of Consolidated Earnings
(Dollars in thousands, except per share data)
| | | | | | | | | | | | |
| | For the Nine Months Ended December 31, 2005 | |
| | As Reported(a) | | | Disposition(s) | | | Pro Forma | |
Revenues | | | | | | | | | | | | |
Home Building | | $ | 8,291,236 | | | $ | — | | | $ | 8,291,236 | |
Financial Services | | | 956,145 | | | | (612,420 | )(c) | | | 343,725 | |
Construction Services | | | 1,160,904 | | | | — | | | | 1,160,904 | |
Other, including Intersegment Eliminations | | | 53,570 | | | | — | | | | 53,570 | |
| | | | | | | | | |
| | | 10,461,855 | | | | (612,420 | ) | | | 9,849,435 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Costs and Expenses | | | | | | | | | | | | |
Home Building | | | 7,054,047 | | | | — | | | | 7,054,047 | |
Financial Services | | | 800,735 | | | | (520,553 | )(c) | | | 280,182 | |
Construction Services | | | 1,148,023 | | | | — | | | | 1,148,023 | |
Other, including Intersegment Eliminations | | | 61,776 | | | | — | | | | 61,776 | |
Corporate General and Administrative | | | 70,935 | | | | — | | | | 70,935 | |
Interest Expense | | | 8,705 | | | | — | | | | 8,705 | |
| | | | | | | | | |
| | | 9,144,221 | | | | (520,553 | ) | | | 8,623,668 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings from Unconsolidated Entities | | | 67,585 | | | | — | | | | 67,585 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings from Continuing Operations Before Income Taxes | | | 1,385,219 | | | | (91,867 | )(c) | | | 1,293,352 | |
Income Taxes | | | 490,498 | | | | (42,396 | )(c) | | | 448,102 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings from Continuing Operations | | $ | 894,721 | | | $ | (49,471 | ) | | $ | 845,250 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Basic Earnings Per Share | | | | | | | | | | | | |
Continuing Operations | | $ | 6.99 | | | | | | | $ | 6.62 | |
| | | | | | | | | | | | |
Diluted Earnings Per Share | | | | | | | | | | | | |
Continuing Operations | | $ | 6.68 | | | | | | | $ | 6.31 | |
| | | | | | | | | | | | |
Average Shares Outstanding | | | | | | | | | | | | |
Basic | | | 127,933,898 | | | | | | | | 127,933,898 | |
Dilutive Securities: | | | | | | | | | | | | |
Options | | | 5,578,959 | | | | | | | | 5,578,959 | |
Other | | | 441,420 | | | | | | | | 441,420 | |
| | | | | | | | | | |
Diluted | | | 133,954,277 | | | | | | | | 133,954,277 | |
| | | | | | | | | | |
Centex Corporation and Subsidiaries
Pro Forma Condensed Statements of Consolidated Earnings
(Dollars in thousands, except per share data)
| | | | | | | | | | | | |
| | For the Year Ended March 31, 2005 | |
| | As Reported(d) | | | Disposition(s) | | | Pro Forma | |
Revenues | | | | | | | | | | | | |
Home Building | | $ | 9,860,998 | | | $ | (501,257 | )(e) | | $ | 9,359,741 | |
Financial Services | | | 1,107,206 | | | | (685,553 | )(e) | | | 421,653 | |
Construction Services | | | 1,738,603 | | | | — | | | | 1,738,603 | |
Other, including Intersegment Eliminations | | | 152,888 | | | | — | | | | 152,888 | |
| | | | | | | | | |
| | | 12,859,695 | | | | (1,186,810 | ) | | | 11,672,885 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Costs and Expenses | | | | | | | | | | | | |
Home Building | | | 8,484,461 | | | | (434,752 | )(e) | | | 8,049,709 | |
Financial Services | | | 902,846 | | | | (577,165 | )(e) | | | 325,681 | |
Construction Services | | | 1,717,025 | | | | — | | | | 1,717,025 | |
Other, including Intersegment Eliminations | | | 147,322 | | | | — | | | | 147,322 | |
Corporate General and Administrative | | | 82,877 | | | | — | | | | 82,877 | |
Interest Expense | | | 22,209 | | | | (2,861 | )(e) | | | 19,348 | |
| | | | | | | | | |
| | | 11,356,740 | | | | (1,014,778 | ) | | | 10,341,962 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings from Unconsolidated Entities | | | 70,814 | | | | (82 | )(e) | | | 70,732 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings from Continuing Operations Before Income Taxes | | | 1,573,769 | | | | (172,114 | )(e) | | | 1,401,655 | |
Income Taxes | | | 562,405 | | | | (60,292 | )(e) | | | 502,113 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings from Continuing Operations | | $ | 1,011,364 | | | $ | (111,822 | ) | | $ | 899,542 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Basic Earnings Per Share | | | | | | | | | | | | |
Continuing Operations | | $ | 8.08 | | | | | | | $ | 7.19 | |
| | | | | | | | | | | | |
Diluted Earnings Per Share | | | | | | | | | | | | |
Continuing Operations | | $ | 7.64 | | | | | | | $ | 6.79 | |
| | | | | | | | | | | | |
Average Shares Outstanding | | | | | | | | | | | | |
Basic | | | 125,226,596 | | | | | | | | 125,226,596 | |
Dilutive Securities: | | | | | | | | | | | | |
Options | | | 6,725,838 | | | | | | | | 6,725,838 | |
Other | | | 445,527 | | | | | | | | 445,527 | |
| | | | | | | | | | |
Diluted | | | 132,397,961 | | | | | | | | 132,397,961 | |
| | | | | | | | | | |
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Pro forma adjustments giving effect to the planned disposition of CHEC and the disposition of the international homebuilding operations are as follows:
| (a) | | Historical activity as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005. |
|
| (b) | | To eliminate CHEC’s assets and liabilities as a result of the planned disposition after adjusting for transaction-related cash flows as follows: (1) the receipt of estimated cash proceeds (based upon CHEC’s net assets at December 31, 2005 and the estimated premium), and (2) cash received on payment of intercompany accounts. The actual cash proceeds to be received on the sale will be based upon CHEC’s net assets as of the closing date plus a premium to be calculated in accordance with the Securities Purchase Agreement. |
|
| (c) | | To reflect the elimination of CHEC historical results of operations. |
|
| (d) | | Historical activity as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005. |
|
| (e) | | To reflect the elimination of CHEC and international homebuilding historical results of operations. |