UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| T | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 |
or
| £ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _______________ |
Commission File Number: 1-6776
CENTEX VENTURES SAVING FOR RETIREMENT PLAN
(Full title of the plan)
CENTEX CORPORATION
(Exact name of Issuer as specified in charter)
2728 N. Harwood
Dallas, Texas 75201
(214) 981-5000
(Address, including zip code, and telephone number and
area code, of Issuer’s principal executive offices)
Financial Statements
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
As of December 31, 2008 and 2007, and for the Year Ended December 31, 2008
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Financial Statements
As of December 31, 2008 and 2007,
and for the Year Ended December 31, 2008
Contents
Unaudited Financial Statements
| 1 | |
| 2 | |
| 3 |
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Statements of Net Assets Available for Benefits
(unaudited)
| December 31, | ||||||||
2008 (In Liquidation) | 2007 | |||||||
| Assets | ||||||||
| Investment in Centex Corporation Master Trust | $ | 40,373 | $ | 979,399 | ||||
| Participant loans | - | 81,067 | ||||||
| Net asset available for benefits, at fair value | 40,373 | 1,060,466 | ||||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts held in common collective trust | 2,178 | 932 | ||||||
| Net assets available for benefits | $ | 42,551 | $ | 1,061,398 | ||||
See accompanying notes.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Statement of Changes in Net Assets in Liquidation Available for Benefits
Year Ended December 31, 2008
(unaudited)
| Additions: | ||||
| Employer contributions | $ | 13,125 | ||
| Participant contributions | 52,382 | |||
| Interest income on participant loans | 5,006 | |||
| Total additions | 70,513 | |||
| Deductions: | ||||
| Distributions to participants | 712,408 | |||
| Interest in Centex Corporation Master Trust investment income | 246,499 | |||
| Administrative expenses | 3,235 | |||
| Total deductions | 962,142 | |||
| Net transfers to Centex Corporation Saving for Retirement Plan | (127,218 | ) | ||
| Net decrease in net assets available for benefits | (1,018,847 | ) | ||
| Net assets available for benefits: | ||||
| Beginning of year | 1,061,398 | |||
| End of year | $ | 42,551 | ||
See accompanying notes.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
December 31, 2008
(Unaudited)
1. TERMINATION OF THE PLAN
Due to significant reductions in the number of participants and increased administrative costs during 2008 the Centex Ventures Saving for Retirement Plan (formerly Centex Ventures Profit Sharing and Retirement Plan) (the “Plan”) was terminated effective December 31, 2008 (the “Termination Date”).
Immediately prior to the Termination Date the remaining participants’ account balances became fully vested and no plan assets reverted to Centex Corporation (the “Company”). The Plan will continue compliance with the tax law and filing of annual reporting forms until all assets have been distributed.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan, established January 1, 2002, and amended and restated effective January 1, 2002 and 2008, is a defined contribution retirement plan covering eligible employees of certain Affiliated Business Arrangements (“ABAs” or the “Participating Employers”) of the Company which have adopted the Plan with the Company’s consent. Employees are eligible to participate in the Plan for purposes of pre-tax contributions and employer matching contributions after performing one hour of service. Employees are eligible to participate in the Plan for purposes of receiving discretionary employer profit sharing contributions after completing one year of service (as defined in the Plan document). The Plan is administered by an Administrative Committee (the “Committee”) appointed as provided in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Transfers between the Plan and the Centex Corporation Saving for Retirement Plan (formerly Profit Sharing and Retirement Plan of Centex Corporation) were due to transfers of employment between the ABAs and subsidiaries of the Company.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
Contributions
The Plan permits participants to contribute pre-tax up to 100% of their compensation, as defined, (up to a statutory limit) to a 401(k) account beginning on the date of hire. Matching and profit sharing contributions are made by certain of the Participating Employers on a discretionary basis as determined by their respective Boards of Directors. The Plan also permits participant voluntary (after-tax) contributions of up to 10% of compensation, as defined. Total contributions to a participant’s account are limited to a maximum of 100% of compensation (or $46,000, whichever is less) for 401(k) contributions, Participating Employers’ contributions and voluntary (after-tax) contributions on a combined basis.
As part of the Plan amendment and restatement effective January 1, 2008, eligible participants are automatically enrolled in the Plan to contribute 3% of their eligible compensation, with an automatic increase of 1% each year up to 6%. All participants receive an employer matching contribution of 50% of the first 6% in participant contributions. In addition, all participants are eligible to receive discretionary profit sharing contributions based on eligible compensation. All matching and profit sharing contributions made during the 2008 Plan year and forward are subject to a five year graded vesting schedule. Participants should refer to the Plan document, as amended and restated, for a more complete description of the Plan’s provisions.
Participating Employer discretionary profit sharing contributions are allocated to participant accounts on a pro rata basis determined by each participant’s length of service and compensation. Participating Employer discretionary matching contributions are allocated to eligible participant accounts based on the percentage of each participant’s eligible contributions. The Participating Employers, at their sole discretion, may also make qualified non-elective contributions to the Plan. No such contributions were made for the 2008 Plan year. Forfeitures may be allocated to remaining participant account balances; or, they may be used to reduce Participating Employer matching contributions, Participating Employer profit sharing contributions or administrative expenses of the Plan. During the year ended December 31, 2008, participants forfeited $11,424. At December 31, 2008, forfeitures to be allocated to remaining participant account balances or to be applied to future matching contributions, profit sharing contributions or administrative expenses amounted to $42,551. During the year ended December 31, 2007, participants forfeited $25,861, which was used, in part, to reduce employer contributions paid during the year ended December 31, 2008.
Participants direct the investment of their accounts into various registered investment company funds, common collective trusts or the Centex Common Stock Fund (the “CCSF”), a unitized stock fund.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
Participants may allocate up to 15% of Participating 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.
Vesting
The Plan has several vesting provisions that vary based upon the type of employer contribution, or in certain instances a participant’s Participating Employer. Participants should refer to the Plan document for a more complete description of these provisions. As amended January 1, 2008, all matching and profit sharing contributions made during the 2008 Plan year and forward are subject to a five year graded vesting schedule.
Participant Loans
Active participants may borrow up to 50% of the vested portion of their accounts, subject to a $50,000 maximum, with Committee (or its appointed delegate) authorization. Loans are collateralized by participant accounts. Such loans bear interest at prime plus 2.0% and are repayable to the Plan within five years. There were no outstanding loans at December 31, 2008.
Distributions to Participants
Distribution of an active participant’s entire account balance is permitted upon a participant’s retirement, death or disability. A participant is eligible for early retirement upon the attainment of age 55 and the completion of at least 15 years of service, as defined. In the event of termination of service of any participant for any reason other than retirement, death or disability, a participant shall, subject to further provisions of the Plan, be entitled to receive the vested portion of his or her account balance. A participant may also receive a distribution to satisfy a financial hardship meeting the requirements of Internal Revenue Service (“IRS”) regulations. Distributions to participants are paid in a lump sum or a direct rollover.
At the Termination Date, all of the remaining participants’ balances became fully vested and the Trustee was directed to make the final distribution to participants of their plan benefits.
Administrative Expenses
Certain administrative expenses of the Plan are paid by the Company. The Plan is not required to reimburse the Company for any administrative expenses paid by the Company. Expenses not paid by the Company are paid by the Plan.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared on the liquidation basis of accounting due to the Plan termination. Distributions to participants are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties
Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.
Valuation of Investments and Income Recognition
The Centex Corporation Master Trust (formerly Profit Sharing and Retirement Plan of Centex Corporation Master Trust) (the “Master Trust”) holds the assets of the Plan, as well as the assets of other plans sponsored by Centex Corporation (“Affiliate Plans”). Investments in the Master Trust as of December 31, 2008 and 2007 are presented in Note 5. The Plan’s Ownership in the Master Trust is denominated in units. Units represent the value of the participant accounts in the Plan. The Master Trust is governed by a trust agreement with Fidelity Management Trust Company (the “Trustee”), which is held accountable by and reports to the Committee.
Investments included in the Master Trust are valued at fair value with the exception of the Fidelity Managed Income Portfolio (“MIP”), which is first valued at fair value and subsequently adjusted to contract value (see Note 4). The registered investment company shares are valued based on published market prices, which represent the net asset value of shares held by the Plan at year-end. The fair value of investments in common collective trusts, except for the MIP (see Note 4), is based on the value of their underlying assets determined by quoted market prices when available or the Trustee’s estimates of fair value when quoted market prices are not available. The investment in the CCSF is determined by the value of the underlying common stock combined with the short-term cash position. The fair value of the common stock portion of the funds is based on the closing price of the common stock on its primary exchange. The short-term cash position of the CCSF is recorded at cost, which approximates fair value. Participant loans are recorded at carrying value, which approximates fair value.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
Interest and dividends and net appreciation (depreciation) in fair value of investments are allocated among the participating plans in the Master Trust based on the respective number of units held by each Plan. Investment income is then allocated to participants on a pro rata basis. Administrative expenses for the year ended December 31, 2008, include Trustee and recordkeeper fees. Fund management fees are charged directly to the Master Trust but appear as fees in the participant accounts and are reflected in administrative expenses. Administrative expenses are allocated on a pro rata basis to the Plan and Affiliate Plans.
4. INVESTMENT IN STABLE VALUE FUND
The MIP, a common collective trust held in the Master Trust, qualifies as a stable value fund with underlying investments in fully benefit-responsive investment contracts. The Statements of Net Assets Available for Benefits present the fair value of the MIP with a corresponding adjustment to reflect the MIP at contract value.
The MIP’s objective is to seek preservation of capital and a competitive level of income over time by investing in underlying assets including, but not limited to, fixed-income securities and bond funds. In order to minimize risk of loss to the investors, the fund will invest in synthetic wraps whereby the underlying assets are “wrapped” by a synthetic investment contract issued by a bank or insurance company that ensures that participant-initiated withdrawals from the fund will be paid at contract value. Gains or losses associated with the synthetic wrap are recognized over time by adjusting the interest rate credited to the fund. The fair value of investments in synthetic wraps is calculated using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities. The fair value of underlying portfolio securities is determined using the most recent bid price in the principal market that the Trustee believes accurately reflects fair value. The MIP’s fair value is then adjusted to contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals, and less administrative expenses.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
5. INVESTMENT VALUATION
The Plan adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”), on January 1, 2008 for its interest in the Master Trust and its participant loans. SFAS 157 establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The fair value hierarchy can be summarized as follows:
| · | Level 1 – Quoted prices in active markets for identical assets at the measurement date. |
| · | Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly that reflect assumptions market participants would use to price the asset based on market data obtained from sources independent of the Plan. This may include matrix pricing, yield curves and indices. |
| · | Level 3 – Unobservable inputs that reflect the Plan’s own estimates about the assumptions market participants would use to price an asset based on the best information available in the circumstances. |
The following presents the Master Trust’s investments measured at fair value on a recurring basis at December 31, 2008 for each hierarchy level:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Registered Investment Companies | $ | 121,228,737 | $ | - | $ | - | $ | 121,228,737 | ||||||||
| Common Collective Trusts | - | 121,708,818 | - | 121,708,818 | ||||||||||||
| Centex Common Stock | 5,991,916 | - | - | 5,991,916 | ||||||||||||
| Cash | - | 82,269 | - | 82,269 | ||||||||||||
| Total assets, at fair value | $ | 127,220,653 | $ | 121,791,087 | $ | - | $ | 249,011,740 | ||||||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts held in common collective trust | 1,753,219 | |||||||||||||||
| Total assets, at contract value | $ | 250,764,959 | ||||||||||||||
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
Participant loans are considered Level 3 assets for purposes of SFAS 157. The table below sets forth a summary of changes in the fair value of the Plan’s participant loans during the year ended December 31, 2008:
| Balance, beginning of year | $ | 81,067 | ||
| Loans issued | 12,175 | |||
| Loan repayments | (11,827 | ) | ||
| Transfers out | (81,415 | ) | ||
| Balance, end of year | $ | - |
Investments held in the Master Trust at December 31, 2007 were as follows:
| Registered Investment Companies | $ | 240,563,755 | ||
| Common Collective Trusts | 182,230,633 | |||
| Centex Common Stock | 15,818,191 | |||
| Cash | 11,921,794 | |||
| Total assets, at fair value | 450,534,373 | |||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts held in common collective trust | 311,898 | |||
| Total assets, at contract value | $ | 450,846,271 |
The Plan’s interest in the net assets of the Master Trust, exclusive of participant loans, was 0.02% and 0.20% at December 31, 2008 and 2007, respectively.
Investment income in the Master Trust for the year ended December 31, 2008, was as follows:
| Net depreciation in Registered Investment Companies | $ | (81,801,038 | ) | |
| Net depreciation in Common Collective Trusts | (36,224,536 | ) | ||
| Net depreciation in Centex Common Stock Fund | (8,654,764 | ) | ||
| Dividend and interest income | 7,410,547 | |||
| $ | (119,269,791 | ) |
All investment information disclosed in the accompanying financial statements including investments in the Master Trust at December 31, 2008 and 2007, and interest in net investment income from the Master Trust for the year ended December 31, 2008, was obtained or derived from information supplied to the plan administrator and certified as complete and accurate by the Trustee.
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
6. INCOME TAX STATUS
The Plan has received a determination letter from the IRS dated September 15, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of this determination letter, certain provisions of the Plan were amended. However, the Company and the Plan’s counsel believe that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believe the Plan, as amended, is qualified and the related trust is tax-exempt.
7. RELATED PARTY TRANSACTIONS
Plan investments of $42,551 and $817,080 at December 31, 2008 and 2007, respectively, are shares of registered investment companies and common collective trusts managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Additionally, certain of the Plan's assets are invested in the CCSF. Transactions involving the Company's common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transaction rules.
8. RECONCILIATION TO FORM 5500
The following reconciles net assets available for benefits per the financial statements to Form 5500 to be filed by the Company:
| December 31, | ||||||||
| 2008 | 2007 | |||||||
| Net assets available for benefits per the financial statements | $ | 42,551 | $ | 1,061,398 | ||||
| Adjustment from contract value to fair value for fully benefit-responsive investment contracts held in common collective trust | (2,178 | ) | (932 | ) | ||||
| Net assets available for benefits per Form 5500 | $ | 40,373 | $ | 1,060,466 | ||||
Centex Ventures Saving for Retirement Plan
(formerly Centex Ventures Profit Sharing and Retirement Plan)
Notes to Financial Statements
The following reconciles total additions to net assets available for benefits per the financial statements to Form 5500 to be filed by the Company for the year ended December 31, 2008:
| Total additions per the financial statements | $ | (70,513 | ) | |
| Net loss in interest in Centex Corporation Master Trust | (246,499 | ) | ||
| Net adjustment from contract value to fair value for fully benefit-responsive investment contracts held in common collective trust | (1,246 | ) | ||
| Total income per Form 5500 | $ | (177,232 | ) |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Centex Ventures Saving for Retirement Plan has duly caused this Annual Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Centex Ventures Saving for Retirement Plan | ||
| Name of Plan | ||
| June 26, 2009 | By: | /S/ CYNDIE EWERT |
| Cyndie Ewert | ||
| Chairman, Administrative Committee |