centex CTX-Transcript-2008-04-01T15-00

FINAL TRANSCRIPT

CTX - Centex Sells Portfolio of Properties
Event Date/Time: Apr. 01. 2008 / 11:00AM ET

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FINAL TRANSCRIPT
Apr. 01. 2008 / 11:00AM, CTX - Centex Sells Portfolio of Properties

CORPORATE PARTICIPANTS
Tim Eller
Centex Corporation - Chairman and CEO
Cathy Smith
Centex Corporation - Chief Financial Officer

CONFERENCE CALL PARTICIPANTS
Buck Horne
Raymond James - Analyst
Dennis McGill
Zelman & Associates - Analyst
Stephen East
Pali Capital - Analyst
Susan Berliner
Bear Stearns - Analyst
Michael Rehaut
JPMorgan - Analyst
David Goldberg
UBS - Analyst
Carl Reichardt
Wachovia Securities - Analyst
Alex Barron
Agency Trading - Analyst
Jim Wilson
JMP Securities - Analyst
Jay McCanless
FTN Midwest - Analyst
Andrew Brausa
Banc of America Securities - Analyst
Stephen Kim
Alpine - Analyst
Randy Raisman
Durham Asset - Analyst
Stuart Jones
Goodman Properties - Analyst

PRESENTATION
Operator
Good morning, and welcome to Centex Corporation Conference call with senior management. Today's call will be recorded
and transcribed. Today's call also will be simultaneously webcast at ir.centex.com. A transcript of today's discussion will be
available on that website following the conference.

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Centex wishes to emphasize to everyone listening on the call and via the internet that certain statements made during the
course of this call are forward-looking. These statements are not guaranteed for future performance, and are subject to significant
risks and uncertainties that could cause actual results to differ materially from those discussed during the call.

For further information regarding these risks and uncertainties and Centex's forward-looking statement, please refer to the
forward-looking statement disclosure in the news release, and to Centex's report on Form 10-K and 10-Q, filed with the SEC.

All participants will be in a listen only mode. There will be a question and answer session after management's remarks.

(OPERATOR INSTRUCTIONS)

If you have additional questions following today's call, please contact Matt Moyer, Vice President of Investor Relations at
214-981-5000.

I'll now turn the call over to Tim Eller, Chairman and CEO. Please go ahead, sir.

Tim Eller - Centex Corporation - Chairman and CEO
Thank you, Luanne. Good morning, everyone. Thanks for joining us for today's conference call to discuss the land transaction
we closed and announced yesterday. With me this morning are Cathy Smith, our Chief Financial Officer, Mark Kemp, our Chief
Accounting Officer and Matt Moyer, head of Investor Relations.

The purpose of our call this morning is to provide you with additional information about the announcement. We will not provide
any commentary or guidance about the fourth quarter results at this time. We'll discuss our results of the quarter and for fiscal
year 2008 during our earnings conference call later this month.

So, let's start today's discussion with an overview of the transaction and provide some additional thoughts about how it fits
with our strategy, then we'll address your questions. As we announced, Centex has sold and closed a portfolio of properties to
a joint venture led by RSF Partners, that includes funding from Farallon Capital Management and Greenfield Partners.

The sale will generate aggregate cash of approximately $455 million for Centex. That includes the sales price of $161 million,
and an anticipated tax refund of about $294 million. In recent quarters, we followed a consistent strategy, achieved operational
excellence by focusing on our core strength of building homes.

This transaction supports that strategy. The sale generates cash, shortens our land position, and accelerates our move to a more
asset-light operating model. This transaction further sharpens our focus on strategic markets and consumer segments, reduces
future spending obligations for land development, and accelerates the conversion of a meaningful portion of our deferred tax
assets to cash.

While these properties were good assets, the strategic rational made this the right transaction at this time. This sale was designed
for a specific purpose at this specific point in time. The discount that you noted is a result of making a deliberate business
decision, involving non-core assets in a bulk sale within our fiscal year.

This is a good outcome for Centex, considering the broader financial context. Here are the details. We sold a variety of properties
from 27 locations in 11 states. About half the properties are located in California and Nevada. Assets in the portfolio included
a mix of undeveloped land, partially developed land, finished lots and one multi-story condo project under construction.

Altogether, these assets were expected to yield about 8,500 total lots. The transaction reduced our overall lot position by about
10%. The firms in the joint venture are experienced financial partners, who funded this transaction without debt. We'll be


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assisting the joint venture with certain aspects of the transition for the next few months as they get their operations up and
running.

It's important to emphasize that Centex is not a managing partner of the joint venture, nor will Centex be a party in the joint
venture's future debt or other obligations. We made a 5% investment in the venture, and will receive our greater share of the
distributions if the venture meets certain financial targets.

Centex also has options to buy a small portion of lots from the venture, about 350 to be exact. These options meet our hurdle
rates for new investment, as well as any future purchases from the venture. As I said at the beginning, in this transaction, we
sold assets with a book value of about $528 million for about $455 million in cash. This includes the realization of the related
deferred tax assets.

We expect the transaction to qualify predominantly as a sale under both GAAP and tax rules. We should receive the tax refund
during the June quarter. The cash flow from this transaction is in addition to our previous guidance about cash flow for the
quarter.

Looking ahead, because many of these properties are not yet developed, or are only partially developed, we're also conserving
about $265 million of cash related to future land development costs. I'd like to emphasize that we're taking decisive actions to
ensure that Centex emerges from this cycle in a stronger competitive position.

Yesterday, we announced an agreement to sell our pest management business to Rollins, Inc. for about $137 million in cash.
Rollins is one of the largest pest management companies in the United States, well known for its Orkin brand. That transaction
is expected to close and fund later this month. These and other actions are being taken to build a better, more efficient Centex.

And now, we'll address your questions. Luanne?

QUESTIONS AND ANSWERS
Operator

Please remember that in the interest of time we must limit everyone to one question and one follow-up question.


Operator
And our first question comes from Buck Horne with Raymond James.

Buck Horne - Raymond James - Analyst
Hi, good morning.

Morning.


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Were you able to reverse any previously reserved deferred tax assets with the sale?

Cathy Smith - Centex Corporation - Chief Financial Officer
No, actually that evaluation is not currently finished as we're still closing the quarter, but I don't believe we anticipate doing
that.

Okay. Could you comment maybe a little more specifically on exactly which markets some of the communities are in, and also
what percentage of the lots were fully developed versus kind of the undeveloped or partially developed lots?

This is Cathy Smith. As we said in the conference call, the majority of the assets were in California, Nevada about half, and the
rest of them were really spread around the United States with no concentration that's specific. And then with regards to
developed and undeveloped, it really is a mixture throughout those properties.

These are all properties we're currently selling in, maybe in the developed portion, but there are still a large amount that still
needs to be developed in many of them. But at the end of the day, it does allow us to not have to continue that development
spend, which is really important.

Okay. Just one other one, if I could. On the sale of the pest control business, what was the total book basis of the pest control
business?

We'll provide that additional information as we complete our quarter, for now, suffice it to say as our press release did, that we
sold it for $137 million.

Okay, thank you.

Operator
Your next question comes from Ivy Zelman with Zelman & Associates.

Dennis McGill - Zelman & Associates - Analyst
Hi guys, it's actually Dennis on for Ivy. My first question there, Cathy did you -- just want to make sure I got that right, all these
communities would have been in the active community count as of the last quarter?


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Yes, they would've been.

Okay. And were you able to free up any other deferred tax assets that you'd expect a refund on in the first quarter? Or, is this
the only -- the 294 all that you're expecting back?

No, as you can imagine -- and Tim eluted you in his opening remarks, we have continued to pursue one-off transactions, as well
as just selling homes in neighborhoods that were previously impaired, all of those would allow us to release some deferred tax
assets.

Any guidance on what that may be now, or are you waiting until you wrap up the quarter?

We're waiting until we wrap up the quarter, we just finished yesterday, so --.

Okay. And then the only other thing, realizing you've got a lot of cash coming in the door through these various pieces and you
have some maturities coming due, with some being later in the year, would you look to retire some debt early and buy it in the
public markets, or are you more likely to sit on that cash?

Having cash right now is just a good thing to do, so being prudent and having it is a good thing. Our only maturity this year is
actually in August, so we have some time. We have $150 million in some senior notes, so we'll continue to evaluate our uses of
that cash as we proceed.

Okay. All right. That's it for now, thank you.

Operator
Your next question comes from Stephen East with Pali Capital.


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Stephen East - Pali Capital - Analyst
Good morning. I would think maybe this is addressed to Cathy. If you look at the book value of 528 versus the sales price of 161,
big difference there, and I guess I was surprised by that delta nearly three times, given that you all probably knew that these
were going to be put up for sale, can you explain sort of the thought process going on there?

Yes. Good morning, Stephen. The book value, first of all, as you know with our normal impairment analysis, we would continue
to evaluate every single asset, every quarter, and so it turns out these assets actually would have taken -- some of these assets
would have taken additional impairment this last quarter as those markets continue to see some change.

That said, I don't know that we would've said we would've known they were going to be up for sale. We do evaluate every one
of our assets, all active and inactive in 1,050 neighborhoods every single quarter. So I guess I can't say whether or not we're
anticipating selling them and, or any difference in our impairment or our book value analysis, because we would treat all assets
the exact same way, and we are even those assets this quarter.

Okay. And now -- in what impairment charge could we expect to associate with this transaction? Is it going to be the full 367
or some lesser amount?

Yes. At the end of the day, the full impact to the books would be that amount. Some of it we would record under impairment
charges, some of it will be recorded under loss on sale, and we're still working through those details, but it's kind of in the $50
million-ish range, around the impairment.

Just to make it clear, Stephen, we would've impaired these assets an additional $50 million this quarter, which would result in
about $478 million of book value, for which we are realizing $455 million in cash.

Okay. Thank you.

Operator
Our next question comes from Susan Berliner with Bear Stearns.

Susan Berliner - Bear Stearns - Analyst
Hi. Good morning. I'm assuming that all the other one-off businesses after the pest control are -- there's nothing else left to sell?


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I think that's fair to say, Sue. We've pretty much accomplished our mission.

Okay, great. And then my second question is -- Cathy I know you filed an 8-K with your bank amendment, I was wondering if
you could give a little detail -- I think the size was decreased. I was wondering if you -- if any sort of cash component was included
as well on the availability, and if your full availability is available.

Yes. We do have full availability subject to a volume base. And the details of that were actually filed as part of the credit agreement
as well, so you can see that. We did reduce the facility, as you said down to $1.350 billion.

Okay. Thank you.

Operator
Your next question comes from Michael Rehaut with JPMorgan.

Michael Rehaut - JPMorgan - Analyst
Thanks. Good morning.

Good morning.

I just had a question about how this fits into your larger strategy of possibly monetizing assets. We had heard that you are
actually perhaps trying to sell a larger portion of land, can we expect further types of these transactions going down the line?
Or, since this is really the -- you wanted to do this by year end to utilize the tax loss or cash tax refund, then that -- we might not
see this type of similar size transaction going forward.

Well, it's impossible to really predict the future right now in terms of what we might or might not do, but there was a specific
intent on this transaction, and you're absolutely right, it was to accomplish this by the end of our fiscal year to monetize a
significant sizable portion of our deferred tax assets.

So as we look into the future we still would seek to pair back our land position, we're doing that in a couple of ways. We're
certainly continuing to sell homes, in doing that, we're generating cash. We're continuing to sell properties one-off -- kind of


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one to one negotiated basis in local markets, and of course, we did this transaction. I would not expect at this time nor are we
seeking at this time to do additional bulk sales.

Okay. Thank you. And one other question on the transaction itself, the -- can you give us any idea of -- you mentioned the press
release, a greater share of distribution that certain return hurdles were met, can you give us an idea of what those return hurdles
might be, or what amount of excess above those return hurdles would you receive as part of the deal?

That has not been disclosed as part of the transaction, but we do have an incentive along with our partners to make this venture
work and make it as profitable as possible, so we're -- our interest are aligned in that sense.

And, I'm sorry, just one last question on that. Who would be the day-to-day manager of the venture then?

I'd refer you to RSF Partners.

Okay. Thank you.

Operator
Our next question comes from David Goldberg with UBS.

David Goldberg - UBS - Analyst
Good afternoon.

Hi, David.

I guess a quick question, kind of following up on the prior question about the difference between the impaired value on even
after the $50 million on future impairment versus what it was sold at. Is the discrepancy that big?

Or, is there a way to kind of generally characterize what's left on the balance sheet -- what kind of discrepancy you would see
between the levels that you impair your assets to, versus what you think you might get on a sale in the market?


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No. David, they're really not a fair comparison. Our value -- our assets are valued appropriately at the end of every quarter, and
we do that evaluation through a very consistent methodology that we applied for -- gosh, eight quarters or so now, so under
the intended purpose our assets are valued every quarter.

This is a specific transaction that was time bound, it was a bulk sale of non-strategic assets. And so, that would allow for the
valuation that you're seeing in this transaction, but you can't really extrapolate that to any other assets in our portfolio.

Do you ever think about what the spread might be between impaired value versus sale values, as the portfolio? Do you have
any way to kind of characterize that, because there should be some delta, right, there should be some difference?

Again, our assets are appropriately valued for our intended purpose, for -- to continue to build homes on them. So, when you
talk about a spread, the only thing that might make sense to me is that someone's going to make a profit in there if you put an
intermediary between the home builder. That would be the only thing on a today basis, but again this transaction is valued for
this specific transaction.

I wouldn't necessarily say it applies or it does not apply, actually, to the rest of our assets. And again, these are non-strategic
assets and it allows us to monetize deferred tax asset and get some really good cash.

Yes, you really have to look at this, as Cathy mentioned this, kind of a time bound transaction, we were focused on getting
something done by the end of the fiscal year, on a basis that would monetize a significant portion of our deferred tax assets
and that's how you really have to look at this one.

And then if I could just get a quick follow-up. As you move to the asset-light model, do you kind of have a target for where you
think inventory turn [is] going to go? And, where you think you can be in the industry when you don't -- when you're moving
to more of an [adjusted] time land model?

Yes, good question. Historically, Centex has been two and a half time inventory turn, so we would seek to be at least that,
perhaps more.

Okay. Great.


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Operator
Our next question comes from Carl Reichardt with Wachovia Securities.

Carl Reichardt - Wachovia Securities - Analyst
Hi, guys. How are you?

Good morning, Carl.

Could you tell me -- Tim, does this result in you -- forgetting about the 5% carried interest, does this result in you wholesale
exiting any metropolitan areas, and if not, which ones were shrunk the most?

Well, the bulk -- half the assets were in California and Nevada, and I think it's just more of a reflection of our asset position there
where we're longer than we would like, so no, the answer is this is not a wholesale exit of markets, but it's a pairing back in our
longer positions.

We have four year supply -- or we had a four year supply of lots, we now, I think, be closer to three, but they weren't evenly
distributed across the U.S. and some were concentrated in other places. Another state in which some of these assets were sold
is Florida, so it pares back our position there as well.

All right, and is there any -- besides the one property where you have an option back, are there any write-up first refusals or any
put option in the future by the venture back to you on any of the parcels going forward

Not at all. No obligations whatsoever, other than the 350 lots we have under option, and those are strictly options.

And Carl, for clarity, those are actually across several properties, not just one. The 350 options are spread across several properties.

Okay. All right. Thanks very much, guys.


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Thanks, Carl.

Operator
Your next question comes from Alex Barron with Agency Trading.

Alex Barron - Agency Trading - Analyst
Hey. Good morning, Tim. Good morning, Cathy.

How are you?

I wanted to ask you -- can you help me understand how does this portfolio of land -- how is it different, I guess, than the rest of
your portfolio? Would you characterize it as kind of quot;Bquot; and quot;Cquot; properties, are they newer, are they less developed, how is it
different?

I think the best way to characterize it is these weren't strategic for us as we look towards the future in terms of the markets we're
going to participate in and the customer segments that we're going to focus on. So, in that sense -- and they also had a deferred
tax asset they had previous -- in other words, they had been previously impaired.

So, just putting all that together is was just a way for us to monetize the meaningful portion of our tax assets, as well as accelerate
our move to a more asset-light model.

Okay. Got it. And how are these assets I guess classified on your balance sheet with your inventory lines? Were they part of the
work under progress land, or land held for sell, or just kind of a mixture of everything?

No, it would have been predominately the land not held for sale, because most of these we're actively selling in. And then, there
was one asset which Tim eluted to in his comments that was -- that would've been in WIP, but that would've been it.

Okay. Thanks a lot.


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Operator
Your next question comes from Jim Wilson with JMP Securities.

Jim Wilson - JMP Securities - Analyst
Thanks. Good morning. I missed the first part. I was just wondering, did you note or could you note what the original carrying
value of these assets were? I was just trying to figure out how much to date they've already been impaired.

No, Jim. You can do the math -- I'm sorry, I may have gotten your name wrong. You can do that math kind of yourself if you just
reverse engineer what we're going to get as a tax refund. However, I would caution you that's not necessarily germane.

If you think about the amount that we invested in the original acquisition and any land development, we've made consistent
transactions through time either buying or selling as homes on those lands or something. So, I would actually say it's probably
not -- we didn't consider it germane to this discussion ourselves, however, you can reverse engineer that.

But it doesn't necessarily reflect our acquisition price of those assets, because they're all active assets under development.

Sure, that makes sense. Yes. And then, I guess -- was [just wondering this] -- I think Mike might have sort of referenced to it, but
was this bulk sale considered or ever considered originally marketed as a larger pool than what you ended up selling, and if so
how much?

This is the only transaction that we've been working on and we did bring it to fruition. I know there's been a lot of rumors out
there, and we get a lot of those calls as well, but I can pretty [suredly] tell you that this is really the only transaction we worked
on.

Okay. All right. Great, thanks.

Operator
Your next question comes from Jay McCanless with FTN Midwest.

Jay McCanless - FTN Midwest - Analyst
Hey. Good morning. Two questions, the first one, with all the cash that's coming in now, what -- or what is your thinking in terms
of the target maybe net debt-to-cap or debt-to-cap ratio going for the rest of the year?


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Well, throughout this year, it's going to take a little bit of time through our fiscal year '09 to continue to bring that down. We
haven't really provided any guidance into '09 at this point, and we're still considering if we're going to or not in the future.

You can -- suffice it to say that having cash flow is one of our strategies, and generating cash consistently is one of our strategies,
and then we'll continue to balance with what we do with that cash between our debt-to-cap, our net debt-to-cap and paying
down the debt, as well as continue to evaluate new opportunities which we're starting to see in bits and pieces, as well as we'll
continue to evaluate share repurchase. We'll look at all those options.

Okay. And then on the credit agreement, does today's sale put you in a more favorable position with the credit agreement, or
was the credit agreement written with the sale terms already pretty much put in stone?

The credit agreement was written contemplating the transaction.

Okay. Thank you.

Operator
Your next question comes from Andrew Brausa with Banc of American Securities.

Andrew Brausa - Banc of America Securities - Analyst
Looking at -- speaking of credit agreement, obviously the minimum tangible net worth is now set at $2.4 billion, it looks like
your current, as of your last recorded quarter, tangible net worth is about $3 billion, given the implied certain charges that you
took as part of the sale, and presumably some level of charges from just operating.

Is there any concern that you might have to revisit the banks in a couple quarters, and are you comfortable with the cushion
that's in the new agreement?

We're not anticipating having to visit the banks again. We tried to contemplate everything we knew as we negotiated the
change -- the credit agreement.

Andrew Brausa - Banc of America Securities - Analyst
Thanks.


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Operator
Your next question comes from Stephen East with Pali Capital.

Tim, can you just -- as you all went through the quarter trying to sell this land, can you just sort of give us your take on what's
going on in the land market, whether you're seeing a continual deterioration, was -- is the log jam between buyers and sellers
starting to break free, or just sort of the whole nine-yards around it?

I'll reserve most of my comments for our conference -- our earnings conference call, Stephen. But we're not seeing much yet --
nothings really changed from our last conference call, we're not seeing much yet in the way of land transactions coming to
market so there's not a big market in land [yet].

As I said then, I think that will happen in the latter half of this calendar year. I think we'll start to see a lot of land activity from
the banks, particularly the latter half of this year. Frankly, that was another incentive for us to kind of get something done here,
as well as the end of our fiscal year in the tax asset, because I think there will be a lot of land coming to market later this year.

Okay. Thanks.

Operator
Our next question comes from Stephen Kim with Alpine.

Stephen Kim - Alpine - Analyst
Hey, guys.

Hey, Stephen.

Hi, Tim. Two quick questions for you. One, can you give us a sense for -- were there multiple parties interested in this parcel,
and how long you kind of were working on selling this?

Well, this was an auction process that was jointly run by Goldman Sachs and JPMorgan Chase, so we did go through an auction
process and there are multiple parties that were initially interested. And we are very happy with our partners in this transaction,
RSF, Farallon and Greenfield. And so, it was a good process.


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Okay, and then second question I have for you related to the parcel themselves, were there any parcels in here where you had
a material opportunity to increase the number of units in the parcel that there are currently zoned for?

There may be with these -- were really slated for 8,500 lots, but there could be some possibility that they could be renegotiated
with local authorities and that amount increased.

Okay. Great. Thank you very much.

Okay.

Thanks, Stephen.

Operator
Your next question comes from Ivy Zelman with Zelman & Associates.

Hey, guys. Just had one quick follow-up. Were there any markets that you completely exited with the sale?

No. But we did lighten up in some that aren't going to be strategic for us in the future and facilitates our exit at a future date.

Can you talk about those?

We may talk about them in our earnings conference call.

Okay. All right, thanks.


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Okay.

Operator
Your next question comes from Randy Raisman with Durham Asset.

Randy Raisman - Durham Asset - Analyst
Hey, I just want to confirm that I'm doing all the math here properly. So just take the -- is the right way to look at this, is just take
the 161 of sale price and gross it up for your 5% interest, so you get to 169.5, and then as a percentage of the $528 million of
book value, that would be around $0.32 on the dollar. Is that the right way to think about this?

Actually, the 161 is already at gross, that's gross proceeds before the investment. So that's already grossed --.

So the 161 is already grossed up?

Right.

Okay. And then just --also wanted to confirm one other thing. As we look forward, is it safe to assume now that going forward
there will be less opportunities to do tax driven transactions, just -- this kind of then you hit sort of the two year back window,
and now going forward you don't have earnings that you can put losses against. Is that the right way to think about this?

Yes, no actually, we still have another year, so we just completed this fiscal year which would let us access last year's taxes paid,
but we still have one year prior to that. So we have one more full year in front of us.

Okay. And how big of a pool of taxes paid does that give you to work against?

About $300 million. It would've been two years ago, last year was twice that.


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Okay. Thank you very much.

Operator
And your final question comes from [Stuart Jones] with Goodman Properties.

Stuart Jones - Goodman Properties - Analyst
Yes, I just got two quick questions. You were talking about a color -- a little bit of background color on the auction process, I
didn't get what you said in terms of what the time frame was for that elapsed. Was that something that started in January or
February of this year?

The auction process was really run over the last few months.

Okay. And then secondly, you thought that you were paring back out of certain markets, but not necessarily exiting any of the
markets. And just doing back the envelope, I'm coming up with valuations of roughly 19,000 a lot, are you going to be taking
that into account when you close out the books this year in terms of your evaluation?

As we said earlier, this is the appropriate valuation for this transaction at this time, it doesn't necessarily -- and it does not suggest
that a different valuation is necessary for our other assets. Again, for their intended purposes, we evaluate those assets every
single quarter through our impairment analysis.

Okay, thank you very much.

I think that concludes our Q&A session, so let me just summarize. This transaction accelerates our move to more asset-light
business model and allows us to further sharpen our focus on strategic markets and consumer segments. The result of this
transaction also shortens our land position, reduces our future cash obligations for land development, and generates cash.

We remain focused on building a better Centex every day, and we intend to emerge from the cycle in a stronger competitor
position, and well prepared for future opportunities. Thanks, Luanne, and thanks to all of you for joining us today. We look
forward to discussing our results for fiscal year 2008, during our fourth quarter conference call later this month.


FINAL TRANSCRIPT

Operator
Ladies and gentleman, this concludes Centex's conference call. Thank you for your participation.

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