|
Delaware
(State or other jurisdiction of incorporation or organization)
|
|
75-2386963
(I.R.S. Employer Identification No.)
|
1341 Horton Circle, Arlington, Texas
(Address of principal executive offices)
|
|
76011
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $.01 per share
|
|
New York Stock Exchange
|
5.750% Senior Notes due 2023
|
|
New York Stock Exchange
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
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Page
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|
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|
||
ITEM 1.
|
BUSINESS
|
State
|
|
Reporting Region/Market
|
|
State
|
|
Reporting Region/Market
|
|
|
|
|
|
|
|
|
|
East Region
|
|
|
|
South Central Region
|
Delaware
|
|
Central Delaware
|
|
Louisiana
|
|
Baton Rouge
|
|
|
Northern Delaware
|
|
|
|
Lafayette
|
Georgia
|
|
Savannah
|
|
Oklahoma
|
|
Oklahoma City
|
Maryland
|
|
Baltimore
|
|
Texas
|
|
Austin
|
|
|
Suburban Washington, D.C.
|
|
|
|
Dallas
|
New Jersey
|
|
Northern New Jersey
|
|
|
|
Fort Worth
|
|
|
Southern New Jersey
|
|
|
|
Houston
|
North Carolina
|
|
Charlotte
|
|
|
|
Killeen/Temple/Waco
|
|
|
Greensboro/Winston-Salem
|
|
|
|
Midland/Odessa
|
|
|
Raleigh/Durham
|
|
|
|
New Braunfels/San Marcos
|
|
|
Wilmington
|
|
|
|
San Antonio
|
Pennsylvania
|
|
Philadelphia
|
|
|
|
|
South Carolina
|
|
Charleston
|
|
|
|
Southwest Region
|
|
|
Columbia
|
|
Arizona
|
|
Phoenix
|
|
|
Greenville/Spartanburg
|
|
|
|
Tucson
|
|
|
Hilton Head
|
|
New Mexico
|
|
Albuquerque
|
|
|
Myrtle Beach
|
|
|
|
|
Virginia
|
|
Northern Virginia
|
|
|
|
West Region
|
|
|
Southern Virginia
|
|
California
|
|
Bakersfield
|
|
|
|
|
|
|
Bay Area
|
|
|
Midwest Region
|
|
|
|
Fresno
|
Colorado
|
|
Denver
|
|
|
|
Los Angeles County
|
|
|
Fort Collins
|
|
|
|
Orange County
|
Illinois
|
|
Chicago
|
|
|
|
Riverside County
|
Indiana
|
|
Indianapolis
|
|
|
|
Sacramento
|
Minnesota
|
|
Minneapolis/St. Paul
|
|
|
|
San Bernardino County
|
|
|
|
|
|
|
San Diego County
|
|
|
Southeast Region
|
|
|
|
Ventura County
|
Alabama
|
|
Birmingham
|
|
Hawaii
|
|
Hawaii
|
|
|
Huntsville
|
|
|
|
Kauai
|
|
|
Mobile/Baldwin County
|
|
|
|
Maui
|
|
|
Montgomery
|
|
|
|
Oahu
|
|
|
Tuscaloosa
|
|
Nevada
|
|
Las Vegas
|
Florida
|
|
Fort Myers/Naples
|
|
|
|
Reno
|
|
|
Jacksonville
|
|
Oregon
|
|
Portland/Salem
|
|
|
Lakeland
|
|
Utah
|
|
Salt Lake City
|
|
|
Melbourne/Vero Beach
|
|
Washington
|
|
Seattle/Tacoma/Everett
|
|
|
Miami/Fort Lauderdale
|
|
|
|
Spokane
|
|
|
Ocala
|
|
|
|
Vancouver
|
|
|
Orlando
|
|
|
|
|
|
|
Pensacola/Panama City
|
|
|
|
|
|
|
Port St. Lucie
|
|
|
|
|
|
|
Tampa/Sarasota
|
|
|
|
|
|
|
Volusia County
|
|
|
|
|
|
|
West Palm Beach
|
|
|
|
|
Georgia
|
|
Atlanta
|
|
|
|
|
|
|
Augusta
|
|
|
|
|
Mississippi
|
|
Gulf Coast
|
|
|
|
|
Tennessee
|
|
Knoxville
|
|
|
|
|
|
|
Nashville
|
|
|
|
|
•
|
Economic conditions;
|
•
|
Employment levels and job growth;
|
•
|
Income level of potential homebuyers;
|
•
|
Local housing affordability and typical mortgage products utilized;
|
•
|
Market for homes at our targeted price points;
|
•
|
Availability of land and lots in desirable locations on acceptable terms;
|
•
|
Land entitlement and development processes;
|
•
|
Availability of qualified subcontractors;
|
•
|
New and secondary home sales activity;
|
•
|
Competition; and
|
•
|
Prevailing housing products, features, cost and pricing.
|
•
|
Greater access to and lower cost of capital, due to our balance sheet strength and our lending and capital markets relationships;
|
•
|
Volume discounts and rebates from national, regional and local materials suppliers and lower labor rates from certain subcontractors; and
|
•
|
Enhanced leverage of our general and administrative activities, which allows us flexibility to adjust to changes in market conditions and compete effectively across our markets.
|
•
|
Site selection, which involves
|
•
|
Negotiating lot option, land acquisition and related contracts;
|
•
|
Obtaining all necessary land development and home construction approvals;
|
•
|
Selecting land development subcontractors and ensuring their work meets our contracted scopes;
|
•
|
Selecting building and architectural plans;
|
•
|
Selecting construction subcontractors and ensuring their work meets our contracted scopes;
|
•
|
Planning and managing home construction schedules;
|
•
|
Determining the pricing for each house plan and options in a given community;
|
•
|
Developing and implementing local marketing and sales plans;
|
•
|
Coordinating all interactions with customers and real estate brokers during the sales, construction and home closing processes; and
|
•
|
Ensuring the quality and timeliness of post-closing service and warranty repairs provided to customers.
|
•
|
Review and approval of division business plans and budgets;
|
•
|
Review and approval of all land and lot acquisition contracts;
|
•
|
Review of all business and financial analysis for potential land and lot inventory investments;
|
•
|
Oversight of land and home inventory levels;
|
•
|
Monitoring division financial and operating performance; and
|
•
|
Review of major personnel decisions and division incentive compensation plans.
|
•
|
Financing;
|
•
|
Cash management;
|
•
|
Allocation of capital;
|
•
|
Issuance and monitoring of inventory investment guidelines;
|
•
|
Approval and funding of land and lot acquisitions;
|
•
|
Monitoring and analysis of profitability, returns, costs and inventory levels;
|
•
|
Risk and litigation management;
|
•
|
Environmental assessments of land and lot acquisitions;
|
•
|
Technology systems to support management of operations, marketing and information;
|
•
|
Accounting and management reporting;
|
•
|
Income taxes;
|
•
|
Internal audit;
|
•
|
Public reporting and investor and media relations;
|
•
|
Administration of payroll and employee benefits;
|
•
|
Negotiation of national purchasing contracts;
|
•
|
Administration, reporting and monitoring of customer satisfaction surveys and resolutions of issues; and
|
•
|
Approval of major personnel decisions and management incentive compensation plans.
|
•
|
Managing our supply of land/lots controlled (owned and optioned) in each market based on anticipated future home closing levels;
|
•
|
Monitoring local market and demographic trends, housing preferences and related economic developments, including the identification of desirable housing submarkets based on the quality of local schools, new job opportunities, local growth initiatives and personal income trends;
|
•
|
Utilizing land/lot option contracts, where possible;
|
•
|
Seeking to acquire developed lots which are substantially ready for home construction, where possible;
|
•
|
Controlling our levels of investment in land acquisition, land development and housing inventory to match the expected housing demand in each of our operating markets; and
|
•
|
Monitoring and managing the number of speculative homes (homes under construction without an executed sales contract) built in each subdivision.
|
|
Percentage of
Home Closings
|
|
Percentage of
Home Sales Revenue
|
||||
D.R. Horton
|
58
|
%
|
|
|
62
|
%
|
|
Emerald
|
3
|
%
|
|
|
6
|
%
|
|
Express
|
37
|
%
|
|
|
30
|
%
|
|
Freedom
|
2
|
%
|
|
|
2
|
%
|
|
Total
|
100
|
%
|
|
|
100
|
%
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
employment levels;
|
•
|
consumer confidence and spending;
|
•
|
housing demand;
|
•
|
availability of financing for homebuyers;
|
•
|
interest rates;
|
•
|
availability and prices of new homes for sale and alternatives to new homes, including foreclosed homes, homes held for sale by investors and speculators, other existing homes and rental properties; and
|
•
|
demographic trends.
|
•
|
difficulty in acquiring land suitable for residential building at affordable prices in locations where our potential customers want to live;
|
•
|
shortages of qualified subcontractors;
|
•
|
reliance on local subcontractors, manufacturers, distributors and land developers who may be inadequately capitalized;
|
•
|
shortages of materials; and
|
•
|
volatile increases in the cost of materials, particularly increases in the price of lumber, drywall and cement, which are significant components of home construction costs.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payment of our debt and reduce our ability to use our cash flow for other operating or investing purposes;
|
•
|
limit our flexibility to adjust to changes in our business or economic conditions; and
|
•
|
limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other requirements.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1)
(In millions)
|
||||||
July 1, 2018 - July 31, 2018
|
640,000
|
|
|
$
|
43.94
|
|
|
640,000
|
|
|
$
|
—
|
|
August 1, 2018 - August 31, 2018
|
560,000
|
|
|
43.78
|
|
|
560,000
|
|
|
375.5
|
|
||
September 1, 2018 - September 30, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
375.5
|
|
||
Total
|
1,200,000
|
|
|
$
|
43.87
|
|
|
1,200,000
|
|
|
$
|
375.5
|
|
(1)
|
Shares purchased in July 2018 for
$28.1 million
were part of a
$200 million
common stock repurchase authorization that expired
July 31, 2018
. The dollar value of shares that could be purchased following these transactions was
$97.0 million
up to expiration of this authorization. Effective
August 1, 2018
, our Board of Directors authorized the repurchase of up to
$400 million
of our common stock effective through
September 30, 2019
. During August 2018, we purchased
560,000
shares of our common stock for
$24.5 million
, resulting in a remaining authorization of
$375.5 million
at
September 30, 2018
.
|
|
Year Ended September 30,
|
||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
D.R. Horton, Inc.
|
$
|
100.00
|
|
|
$
|
106.24
|
|
|
$
|
153.42
|
|
|
$
|
159.48
|
|
|
$
|
213.53
|
|
|
$
|
228.09
|
|
S&P 500 Index
|
100.00
|
|
|
119.73
|
|
|
119.00
|
|
|
137.36
|
|
|
162.92
|
|
|
192.10
|
|
||||||
S&P 1500 Homebuilding Index
|
100.00
|
|
|
102.99
|
|
|
125.11
|
|
|
124.37
|
|
|
172.15
|
|
|
162.82
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended September 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
(In millions, except per share data)
|
|
|
||||||||||||||
Consolidated Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
16,068.0
|
|
|
$
|
14,091.0
|
|
|
$
|
12,157.4
|
|
|
$
|
10,824.0
|
|
|
$
|
8,024.9
|
|
Cost of sales
|
12,398.1
|
|
|
11,042.8
|
|
|
9,502.6
|
|
|
8,535.7
|
|
|
6,268.6
|
|
|||||
Selling, general and administrative expense
|
1,676.8
|
|
|
1,471.6
|
|
|
1,320.3
|
|
|
1,186.0
|
|
|
965.4
|
|
|||||
Income before income taxes
|
2,060.0
|
|
|
1,602.1
|
|
|
1,353.5
|
|
|
1,123.4
|
|
|
814.2
|
|
|||||
Income tax expense
|
597.7
|
|
|
563.7
|
|
|
467.2
|
|
|
372.7
|
|
|
280.7
|
|
|||||
Net income
|
1,462.3
|
|
|
1,038.4
|
|
|
886.3
|
|
|
750.7
|
|
|
533.5
|
|
|||||
Net income attributable to noncontrolling interests
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to D.R. Horton, Inc.
|
1,460.3
|
|
|
1,038.4
|
|
|
886.3
|
|
|
750.7
|
|
|
533.5
|
|
|||||
Net income per common share attributable to D.R. Horton, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
3.88
|
|
|
2.77
|
|
|
2.39
|
|
|
2.05
|
|
|
1.57
|
|
|||||
Diluted
|
3.81
|
|
|
2.74
|
|
|
2.36
|
|
|
2.03
|
|
|
1.50
|
|
|||||
Cash dividends declared per common share
|
0.50
|
|
|
0.40
|
|
|
0.32
|
|
|
0.25
|
|
|
0.1375
|
|
|
September 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,473.1
|
|
|
$
|
1,007.8
|
|
|
$
|
1,303.2
|
|
|
$
|
1,383.8
|
|
|
$
|
661.8
|
|
Inventories
|
10,395.0
|
|
|
9,237.1
|
|
|
8,340.9
|
|
|
7,807.0
|
|
|
7,700.5
|
|
|||||
Total assets
|
14,114.6
|
|
|
12,184.6
|
|
|
11,558.9
|
|
|
11,151.0
|
|
|
10,185.4
|
|
|||||
Notes payable
|
3,203.5
|
|
|
2,871.6
|
|
|
3,271.3
|
|
|
3,811.5
|
|
|
3,665.7
|
|
|||||
Stockholders’ equity
|
8,984.4
|
|
|
7,747.1
|
|
|
6,792.5
|
|
|
5,894.3
|
|
|
5,115.8
|
|
|||||
Total equity
|
9,158.9
|
|
|
7,747.6
|
|
|
6,793.0
|
|
|
5,895.4
|
|
|
5,119.7
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Maintaining a strong cash balance and overall liquidity position and controlling our level of debt.
|
•
|
Allocating and actively managing our inventory investments across our operating markets to diversify our geographic risk.
|
•
|
Offering new home communities that appeal to a broad range of entry-level, move-up, active adult and luxury homebuyers based on consumer demand in each market.
|
•
|
Modifying product offerings, sales pace, home prices and sales incentives as necessary in each of our markets to meet consumer demand and maintain affordability.
|
•
|
Delivering high quality homes to our customers and a positive experience both during and after the sale.
|
•
|
Managing our inventory of homes under construction relative to demand in each of our markets, including starting construction on unsold homes to capture new home demand and actively controlling the number of unsold, completed homes in inventory.
|
•
|
Investing in land and land development in desirable markets, while controlling the level of land and lots we own in each of our markets relative to the local new home demand.
|
•
|
Increasing the amount of land and finished lots controlled through option purchase contracts by expanding relationships with land developers across the country and growing our majority-owned Forestar lot development operations.
|
•
|
Pursuing acquisitions of companies to enhance and improve the returns of our homebuilding and other operations.
|
•
|
Controlling the cost of goods purchased from both vendors and subcontractors.
|
•
|
Improving the efficiency of our land development, construction, sales and other key operational activities.
|
•
|
Controlling our selling, general and administrative (SG&A) expense infrastructure to match production levels.
|
•
|
Homebuilding revenues
increased
14%
to
$15.6 billion
.
|
•
|
Homes closed
increased
13%
to
51,857
homes, and the average closing price of those homes was
$298,900
.
|
•
|
Net sales orders
increased
13%
to
52,740
homes, and the value of net sales orders
increased
13%
to
$15.8 billion
.
|
•
|
Sales order backlog
increased
8%
to
13,371
homes, and the value of sales order backlog
increased
8%
to
$4.0 billion
.
|
•
|
Home sales gross margin
increased
130
basis points to
21.3%
.
|
•
|
Homebuilding SG&A expenses as a percentage of homebuilding revenues
decreased
by
30
basis points to
8.6%
.
|
•
|
Homebuilding pre-tax income
increased
31%
to
$2.0 billion
compared to
$1.5 billion
.
|
•
|
Homebuilding pre-tax income as a percentage of homebuilding revenues
improved
to
12.5%
compared to
10.8%
.
|
•
|
Homebuilding return on inventory
improved
360
basis points to
20.2%
.
|
•
|
Net cash provided by homebuilding operations increased to
$1.0 billion
compared to
$303.7 million
.
|
•
|
Homebuilding cash and cash equivalents totaled
$1.1 billion
compared to
$973.0 million
.
|
•
|
Homebuilding inventories totaled
$9.9 billion
compared to
$9.2 billion
.
|
•
|
Homes in inventory totaled
29,700
compared to
26,200
.
|
•
|
Owned lots totaled
124,300
compared to
125,000
, and lots controlled through option purchase contracts totaled
164,200
compared to
124,000
.
|
•
|
Homebuilding debt was
$2.4 billion
compared to
$2.5 billion
.
|
•
|
Homebuilding debt to total capital
improved
to
21.4%
from
24.0%
.
|
•
|
Forestar’s revenues were
$109.2 million
, which included
$39.1 million
of revenues from land and lot sales to our homebuilding segment.
|
•
|
Forestar’s pre-tax income was
$48.7 million
, which included gross profit of
$9.0 million
from land and lot sales to our homebuilding segment.
|
•
|
Owned and controlled lots totaled
20,100
. Of these lots,
13,600
were under contract to sell to or subject to a right of first offer with D.R. Horton.
|
•
|
Forestar’s cash and cash equivalents totaled
$318.8 million
.
|
•
|
Forestar’s inventories totaled
$498.0 million
.
|
•
|
Financial services revenues
increased
7%
to
$375.3 million
.
|
•
|
Financial services pre-tax income was
$117.8 million
compared to
$124.5 million
.
|
•
|
Financial services pre-tax income as a percentage of financial services revenues was
31.4%
compared to
35.6%
.
|
•
|
Consolidated pre-tax income
increased
29%
to
$2.1 billion
compared to
$1.6 billion
.
|
•
|
Consolidated pre-tax income as a percentage of consolidated revenues was
12.8%
compared to
11.4%
.
|
•
|
Income tax expense was
$597.7 million
, which included a charge of
$108.7 million
as a result of the Tax Cuts and Jobs Act, compared to
$563.7 million
.
|
•
|
Net income attributable to D.R. Horton
increased
41%
to
$1.5 billion
compared to
$1.0 billion
.
|
•
|
Diluted earnings per common share attributable to D.R. Horton
increased
39%
to
$3.81
compared to
$2.74
.
|
•
|
Net cash provided by operations was
$545.2 million
compared to
$440.2 million
.
|
•
|
Stockholders’ equity was
$9.0 billion
compared to
$7.7 billion
.
|
•
|
Book value per common share
increased
16%
to
$23.88
compared to
$20.66
.
|
•
|
Debt to total capital
improved
to
26.3%
from
27.0%
.
|
|
East:
|
|
Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina and Virginia
|
|
Midwest:
|
|
Colorado, Illinois, Indiana and Minnesota
|
|
Southeast:
|
|
Alabama, Florida, Georgia, Mississippi and Tennessee
|
|
South Central:
|
|
Louisiana, Oklahoma and Texas
|
|
Southwest:
|
|
Arizona and New Mexico
|
|
West:
|
|
California, Hawaii, Nevada, Oregon, Utah and Washington
|
Net Sales Orders (1)
|
|
Net Homes Sold
|
||||||||||||||||
|
Fiscal Year Ended September 30,
|
|
% Change
|
|||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
East
|
|
6,994
|
|
|
6,039
|
|
|
4,944
|
|
|
16
|
%
|
|
22
|
%
|
|||
Midwest
|
|
2,209
|
|
|
1,841
|
|
|
1,766
|
|
|
20
|
%
|
|
4
|
%
|
|||
Southeast
|
|
17,380
|
|
|
15,575
|
|
|
13,616
|
|
|
12
|
%
|
|
14
|
%
|
|||
South Central
|
|
15,317
|
|
|
13,374
|
|
|
12,433
|
|
|
15
|
%
|
|
8
|
%
|
|||
Southwest
|
|
3,179
|
|
|
2,693
|
|
|
1,761
|
|
|
18
|
%
|
|
53
|
%
|
|||
West
|
|
7,661
|
|
|
7,083
|
|
|
6,294
|
|
|
8
|
%
|
|
13
|
%
|
|||
|
|
52,740
|
|
|
46,605
|
|
|
40,814
|
|
|
13
|
%
|
|
14
|
%
|
|||
|
|
Value (In millions)
|
||||||||||||||||
East
|
|
$
|
1,988.8
|
|
|
$
|
1,708.9
|
|
|
$
|
1,388.5
|
|
|
16
|
%
|
|
23
|
%
|
Midwest
|
|
864.3
|
|
|
722.6
|
|
|
669.2
|
|
|
20
|
%
|
|
8
|
%
|
|||
Southeast
|
|
4,640.7
|
|
|
4,068.9
|
|
|
3,547.3
|
|
|
14
|
%
|
|
15
|
%
|
|||
South Central
|
|
3,849.8
|
|
|
3,339.1
|
|
|
3,045.4
|
|
|
15
|
%
|
|
10
|
%
|
|||
Southwest
|
|
784.4
|
|
|
620.5
|
|
|
409.0
|
|
|
26
|
%
|
|
52
|
%
|
|||
West
|
|
3,632.7
|
|
|
3,481.2
|
|
|
2,940.8
|
|
|
4
|
%
|
|
18
|
%
|
|||
|
|
$
|
15,760.7
|
|
|
$
|
13,941.2
|
|
|
$
|
12,000.2
|
|
|
13
|
%
|
|
16
|
%
|
|
|
Average Selling Price
|
||||||||||||||||
East
|
|
$
|
284,400
|
|
|
$
|
283,000
|
|
|
$
|
280,800
|
|
|
—
|
%
|
|
1
|
%
|
Midwest
|
|
391,300
|
|
|
392,500
|
|
|
378,900
|
|
|
—
|
%
|
|
4
|
%
|
|||
Southeast
|
|
267,000
|
|
|
261,200
|
|
|
260,500
|
|
|
2
|
%
|
|
—
|
%
|
|||
South Central
|
|
251,300
|
|
|
249,700
|
|
|
244,900
|
|
|
1
|
%
|
|
2
|
%
|
|||
Southwest
|
|
246,700
|
|
|
230,400
|
|
|
232,300
|
|
|
7
|
%
|
|
(1
|
)%
|
|||
West
|
|
474,200
|
|
|
491,500
|
|
|
467,200
|
|
|
(4
|
)%
|
|
5
|
%
|
|||
|
|
$
|
298,800
|
|
|
$
|
299,100
|
|
|
$
|
294,000
|
|
|
—
|
%
|
|
2
|
%
|
(1)
|
Net sales orders represent the number and dollar value of new sales contracts executed with customers (gross sales orders), net of cancelled sales orders.
|
|
|
Sales Order Cancellations
|
|||||||||||||||||||||||||
|
|
Fiscal Year Ended September 30,
|
|||||||||||||||||||||||||
|
|
Cancelled Sales Orders
|
|
Value (In millions)
|
|
Cancellation Rate (1)
|
|||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
East
|
|
2,031
|
|
1,818
|
|
1,582
|
|
$
|
570.0
|
|
|
$
|
500.3
|
|
|
$
|
425.4
|
|
|
23
|
%
|
|
23
|
%
|
|
24
|
%
|
Midwest
|
|
299
|
|
260
|
|
241
|
|
115.1
|
|
|
103.6
|
|
|
91.6
|
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
|||
Southeast
|
|
5,655
|
|
4,898
|
|
4,413
|
|
1,502.5
|
|
|
1,252.5
|
|
|
1,105.9
|
|
|
25
|
%
|
|
24
|
%
|
|
24
|
%
|
|||
South Central
|
|
4,408
|
|
3,989
|
|
3,795
|
|
1,091.9
|
|
|
1,000.8
|
|
|
942.5
|
|
|
22
|
%
|
|
23
|
%
|
|
23
|
%
|
|||
Southwest
|
|
1,031
|
|
864
|
|
745
|
|
251.8
|
|
|
196.9
|
|
|
160.4
|
|
|
24
|
%
|
|
24
|
%
|
|
30
|
%
|
|||
West
|
|
1,378
|
|
1,221
|
|
1,119
|
|
661.3
|
|
|
616.9
|
|
|
544.7
|
|
|
15
|
%
|
|
15
|
%
|
|
15
|
%
|
|||
|
|
14,802
|
|
13,050
|
|
11,895
|
|
$
|
4,192.6
|
|
|
$
|
3,671.0
|
|
|
$
|
3,270.5
|
|
|
22
|
%
|
|
22
|
%
|
|
23
|
%
|
(1)
|
Cancellation rate represents the number of cancelled sales orders divided by gross sales orders.
|
Sales Order Backlog
|
|
Homes in Backlog
|
||||||||||||||||
|
As of September 30,
|
|
% Change
|
|||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
East
|
|
1,841
|
|
|
1,544
|
|
|
1,301
|
|
|
19
|
%
|
|
19
|
%
|
|||
Midwest
|
|
442
|
|
|
419
|
|
|
470
|
|
|
5
|
%
|
|
(11
|
)%
|
|||
Southeast
|
|
4,221
|
|
|
4,057
|
|
|
4,053
|
|
|
4
|
%
|
|
—
|
%
|
|||
South Central
|
|
4,492
|
|
|
3,956
|
|
|
3,840
|
|
|
14
|
%
|
|
3
|
%
|
|||
Southwest
|
|
928
|
|
|
843
|
|
|
655
|
|
|
10
|
%
|
|
29
|
%
|
|||
West
|
|
1,447
|
|
|
1,510
|
|
|
1,156
|
|
|
(4
|
)%
|
|
31
|
%
|
|||
|
|
13,371
|
|
|
12,329
|
|
|
11,475
|
|
|
8
|
%
|
|
7
|
%
|
|||
|
|
Value (In millions)
|
||||||||||||||||
East
|
|
$
|
548.6
|
|
|
$
|
452.8
|
|
|
$
|
383.0
|
|
|
21
|
%
|
|
18
|
%
|
Midwest
|
|
179.2
|
|
|
172.5
|
|
|
184.0
|
|
|
4
|
%
|
|
(6
|
)%
|
|||
Southeast
|
|
1,172.3
|
|
|
1,104.9
|
|
|
1,121.7
|
|
|
6
|
%
|
|
(1
|
)%
|
|||
South Central
|
|
1,151.8
|
|
|
1,018.1
|
|
|
1,018.1
|
|
|
13
|
%
|
|
—
|
%
|
|||
Southwest
|
|
251.7
|
|
|
192.7
|
|
|
150.7
|
|
|
31
|
%
|
|
28
|
%
|
|||
West
|
|
725.3
|
|
|
785.0
|
|
|
580.5
|
|
|
(8
|
)%
|
|
35
|
%
|
|||
|
|
$
|
4,028.9
|
|
|
$
|
3,726.0
|
|
|
$
|
3,438.0
|
|
|
8
|
%
|
|
8
|
%
|
|
|
Average Selling Price
|
||||||||||||||||
East
|
|
$
|
298,000
|
|
|
$
|
293,300
|
|
|
$
|
294,400
|
|
|
2
|
%
|
|
—
|
%
|
Midwest
|
|
405,400
|
|
|
411,700
|
|
|
391,500
|
|
|
(2
|
)%
|
|
5
|
%
|
|||
Southeast
|
|
277,700
|
|
|
272,300
|
|
|
276,800
|
|
|
2
|
%
|
|
(2
|
)%
|
|||
South Central
|
|
256,400
|
|
|
257,400
|
|
|
265,100
|
|
|
—
|
%
|
|
(3
|
)%
|
|||
Southwest
|
|
271,200
|
|
|
228,600
|
|
|
230,100
|
|
|
19
|
%
|
|
(1
|
)%
|
|||
West
|
|
501,200
|
|
|
519,900
|
|
|
502,200
|
|
|
(4
|
)%
|
|
4
|
%
|
|||
|
|
$
|
301,300
|
|
|
$
|
302,200
|
|
|
$
|
299,600
|
|
|
—
|
%
|
|
1
|
%
|
Home Closings and Revenue
|
|
Homes Closed
|
||||||||||||||||
|
Fiscal Year Ended September 30,
|
|
% Change
|
|||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
East
|
|
6,697
|
|
|
5,796
|
|
|
5,126
|
|
|
16
|
%
|
|
13
|
%
|
|||
Midwest
|
|
2,186
|
|
|
1,892
|
|
|
1,708
|
|
|
16
|
%
|
|
11
|
%
|
|||
Southeast
|
|
17,216
|
|
|
15,571
|
|
|
13,303
|
|
|
11
|
%
|
|
17
|
%
|
|||
South Central
|
|
14,940
|
|
|
13,258
|
|
|
12,249
|
|
|
13
|
%
|
|
8
|
%
|
|||
Southwest
|
|
3,094
|
|
|
2,505
|
|
|
1,703
|
|
|
24
|
%
|
|
47
|
%
|
|||
West
|
|
7,724
|
|
|
6,729
|
|
|
6,220
|
|
|
15
|
%
|
|
8
|
%
|
|||
|
|
51,857
|
|
|
45,751
|
|
|
40,309
|
|
|
13
|
%
|
|
14
|
%
|
|||
|
|
Home Sales Revenue (In millions)
|
||||||||||||||||
East
|
|
$
|
1,893.0
|
|
|
$
|
1,639.1
|
|
|
$
|
1,431.0
|
|
|
15
|
%
|
|
15
|
%
|
Midwest
|
|
857.5
|
|
|
734.1
|
|
|
651.7
|
|
|
17
|
%
|
|
13
|
%
|
|||
Southeast
|
|
4,573.3
|
|
|
4,085.7
|
|
|
3,459.3
|
|
|
12
|
%
|
|
18
|
%
|
|||
South Central
|
|
3,760.4
|
|
|
3,339.1
|
|
|
2,978.5
|
|
|
13
|
%
|
|
12
|
%
|
|||
Southwest
|
|
725.4
|
|
|
578.5
|
|
|
388.1
|
|
|
25
|
%
|
|
49
|
%
|
|||
West
|
|
3,692.4
|
|
|
3,276.7
|
|
|
2,874.5
|
|
|
13
|
%
|
|
14
|
%
|
|||
|
|
$
|
15,502.0
|
|
|
$
|
13,653.2
|
|
|
$
|
11,783.1
|
|
|
14
|
%
|
|
16
|
%
|
|
|
Average Selling Price
|
||||||||||||||||
East
|
|
$
|
282,700
|
|
|
$
|
282,800
|
|
|
$
|
279,200
|
|
|
—
|
%
|
|
1
|
%
|
Midwest
|
|
392,300
|
|
|
388,000
|
|
|
381,600
|
|
|
1
|
%
|
|
2
|
%
|
|||
Southeast
|
|
265,600
|
|
|
262,400
|
|
|
260,000
|
|
|
1
|
%
|
|
1
|
%
|
|||
South Central
|
|
251,700
|
|
|
251,900
|
|
|
243,200
|
|
|
—
|
%
|
|
4
|
%
|
|||
Southwest
|
|
234,500
|
|
|
230,900
|
|
|
227,900
|
|
|
2
|
%
|
|
1
|
%
|
|||
West
|
|
478,000
|
|
|
487,000
|
|
|
462,100
|
|
|
(2
|
)%
|
|
5
|
%
|
|||
|
|
$
|
298,900
|
|
|
$
|
298,400
|
|
|
$
|
292,300
|
|
|
—
|
%
|
|
2
|
%
|
|
|
Percentages of Related Revenues
|
|||||||
|
|
Fiscal Year Ended September 30,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Gross profit — home sales
|
|
21.3
|
%
|
|
20.0
|
%
|
|
20.2
|
%
|
Gross profit — land/lot sales and other
|
|
18.6
|
%
|
|
15.3
|
%
|
|
13.3
|
%
|
Inventory and land option charges
|
|
(0.3
|
)%
|
|
(0.3
|
)%
|
|
(0.3
|
)%
|
Gross profit — total homebuilding
|
|
21.0
|
%
|
|
19.6
|
%
|
|
19.9
|
%
|
Selling, general and administrative expense
|
|
8.6
|
%
|
|
8.9
|
%
|
|
9.3
|
%
|
Goodwill impairment
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Gain on sale of assets
|
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other (income) expense
|
|
—
|
%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Homebuilding pre-tax income
|
|
12.5
|
%
|
|
10.8
|
%
|
|
10.7
|
%
|
|
|
Fiscal Year Ended September 30,
|
|||||||||||||||||||||||||||||||
|
|
Homebuilding Revenues
|
|
Homebuilding Pre-tax Income (1)
|
|
Pre-tax Income as a Percentage of Homebuilding Revenues
|
|||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
East
|
|
$
|
1,893.4
|
|
|
$
|
1,640.1
|
|
|
$
|
1,446.5
|
|
|
$
|
217.3
|
|
|
$
|
153.9
|
|
|
$
|
138.7
|
|
|
11.5
|
%
|
|
9.4
|
%
|
|
9.6
|
%
|
Midwest
|
|
858.9
|
|
|
736.5
|
|
|
651.7
|
|
|
77.5
|
|
|
49.1
|
|
|
44.3
|
|
|
9.0
|
%
|
|
6.7
|
%
|
|
6.8
|
%
|
||||||
Southeast
|
|
4,578.6
|
|
|
4,087.6
|
|
|
3,463.5
|
|
|
536.0
|
|
|
450.3
|
|
|
388.4
|
|
|
11.7
|
%
|
|
11.0
|
%
|
|
11.2
|
%
|
||||||
South Central
|
|
3,769.9
|
|
|
3,383.1
|
|
|
2,995.1
|
|
|
506.1
|
|
|
439.1
|
|
|
374.8
|
|
|
13.4
|
%
|
|
13.0
|
%
|
|
12.5
|
%
|
||||||
Southwest
|
|
768.7
|
|
|
597.5
|
|
|
388.1
|
|
|
97.4
|
|
|
39.6
|
|
|
7.3
|
|
|
12.7
|
%
|
|
6.6
|
%
|
|
1.9
|
%
|
||||||
West
|
|
3,754.3
|
|
|
3,296.7
|
|
|
2,916.9
|
|
|
522.9
|
|
|
357.3
|
|
|
310.9
|
|
|
13.9
|
%
|
|
10.8
|
%
|
|
10.7
|
%
|
||||||
|
|
$
|
15,623.8
|
|
|
$
|
13,741.5
|
|
|
$
|
11,861.8
|
|
|
$
|
1,957.2
|
|
|
$
|
1,489.3
|
|
|
$
|
1,264.4
|
|
|
12.5
|
%
|
|
10.8
|
%
|
|
10.7
|
%
|
(1)
|
Expenses maintained at the corporate level consist primarily of interest and property taxes, which are capitalized and amortized to cost of sales or expensed directly, and the expenses related to operating our corporate office. The amortization of capitalized interest and property taxes is allocated to each segment based on the segment’s cost of sales, while expenses associated with the corporate office are allocated to each segment based on the segment’s inventory balances.
|
|
September 30, 2018
|
||||||||||||||||||
|
Construction in Progress and
Finished Homes
|
|
Residential Land/Lots Developed
and Under Development
|
|
Land Held
for Development
|
|
Land Held
for Sale
|
|
Total Inventory
|
||||||||||
|
(In millions)
|
||||||||||||||||||
East
|
$
|
648.6
|
|
|
$
|
529.5
|
|
|
$
|
10.1
|
|
|
$
|
3.8
|
|
|
$
|
1,192.0
|
|
Midwest
|
369.9
|
|
|
208.0
|
|
|
1.8
|
|
|
3.4
|
|
|
583.1
|
|
|||||
Southeast
|
1,388.4
|
|
|
1,248.5
|
|
|
31.5
|
|
|
0.3
|
|
|
2,668.7
|
|
|||||
South Central
|
1,222.5
|
|
|
1,216.3
|
|
|
0.3
|
|
|
0.3
|
|
|
2,439.4
|
|
|||||
Southwest
|
194.8
|
|
|
303.2
|
|
|
1.7
|
|
|
—
|
|
|
499.7
|
|
|||||
West
|
1,146.5
|
|
|
1,076.1
|
|
|
14.4
|
|
|
31.5
|
|
|
2,268.5
|
|
|||||
Corporate and unallocated (1)
|
113.7
|
|
|
107.7
|
|
|
1.4
|
|
|
0.9
|
|
|
223.7
|
|
|||||
|
$
|
5,084.4
|
|
|
$
|
4,689.3
|
|
|
$
|
61.2
|
|
|
$
|
40.2
|
|
|
$
|
9,875.1
|
|
|
September 30, 2017
|
||||||||||||||||||
|
Construction in Progress and
Finished Homes
|
|
Residential Land/Lots Developed
and Under Development
|
|
Land Held
for Development
|
|
Land Held
for Sale
|
|
Total Inventory
|
||||||||||
|
(In millions)
|
||||||||||||||||||
East
|
$
|
569.3
|
|
|
$
|
478.1
|
|
|
$
|
21.0
|
|
|
$
|
0.5
|
|
|
$
|
1,068.9
|
|
Midwest
|
335.8
|
|
|
155.0
|
|
|
1.8
|
|
|
—
|
|
|
492.6
|
|
|||||
Southeast
|
1,265.6
|
|
|
1,085.0
|
|
|
35.9
|
|
|
5.8
|
|
|
2,392.3
|
|
|||||
South Central
|
1,050.8
|
|
|
1,132.6
|
|
|
14.1
|
|
|
1.9
|
|
|
2,199.4
|
|
|||||
Southwest
|
203.9
|
|
|
299.5
|
|
|
2.7
|
|
|
—
|
|
|
506.1
|
|
|||||
West
|
1,070.0
|
|
|
1,257.3
|
|
|
23.2
|
|
|
2.0
|
|
|
2,352.5
|
|
|||||
Corporate and unallocated (1)
|
110.6
|
|
|
112.2
|
|
|
2.3
|
|
|
0.2
|
|
|
225.3
|
|
|||||
|
$
|
4,606.0
|
|
|
$
|
4,519.7
|
|
|
$
|
101.0
|
|
|
$
|
10.4
|
|
|
$
|
9,237.1
|
|
(1)
|
Corporate and unallocated inventory consists primarily of capitalized interest and property taxes.
|
|
September 30, 2018
|
|||||||||
|
Land/Lots
Owned (1)
|
|
Lots Controlled Under
Land and Lot
Option Purchase
Contracts (2)(3)
|
|
Total Land/Lots
Owned and
Controlled
|
|
Homes in
Inventory (4)
|
|||
East
|
11,900
|
|
|
19,400
|
|
|
31,300
|
|
|
4,000
|
Midwest
|
3,800
|
|
|
9,300
|
|
|
13,100
|
|
|
1,800
|
Southeast
|
37,100
|
|
|
70,400
|
|
|
107,500
|
|
|
9,500
|
South Central
|
42,900
|
|
|
45,700
|
|
|
88,600
|
|
|
8,800
|
Southwest
|
7,600
|
|
|
5,000
|
|
|
12,600
|
|
|
1,500
|
West
|
21,000
|
|
|
14,400
|
|
|
35,400
|
|
|
4,100
|
|
124,300
|
|
|
164,200
|
|
|
288,500
|
|
|
29,700
|
|
43
|
%
|
|
57
|
%
|
|
100
|
%
|
|
|
|
September 30, 2017
|
|||||||||
|
Land/Lots
Owned (1)
|
|
Lots Controlled Under
Land and Lot
Option Purchase
Contracts (2)(3)
|
|
Total Land/Lots
Owned and
Controlled
|
|
Homes in
Inventory (4)
|
|||
East
|
13,200
|
|
|
17,800
|
|
|
31,000
|
|
|
3,500
|
Midwest
|
2,600
|
|
|
4,400
|
|
|
7,000
|
|
|
1,500
|
Southeast
|
35,800
|
|
|
47,500
|
|
|
83,300
|
|
|
8,500
|
South Central
|
42,800
|
|
|
38,700
|
|
|
81,500
|
|
|
7,300
|
Southwest
|
8,700
|
|
|
2,400
|
|
|
11,100
|
|
|
1,700
|
West
|
21,900
|
|
|
13,200
|
|
|
35,100
|
|
|
3,700
|
|
125,000
|
|
|
124,000
|
|
|
249,000
|
|
|
26,200
|
|
50
|
%
|
|
50
|
%
|
|
100
|
%
|
|
|
(1)
|
Land/lots owned include approximately
35,100
and
33,200
owned lots that are fully developed and ready for home construction at
September 30, 2018
and
2017
, respectively. Land/lots owned also include land held for development representing
1,700
and
4,800
lots at
September 30, 2018
and
2017
, respectively.
|
(2)
|
The total remaining purchase price of lots controlled through land and lot option purchase contracts at
September 30, 2018
and
2017
was
$6.5 billion
and
$4.6 billion
, respectively, secured by earnest money deposits of
$401.1 million
and
$227.6 million
, respectively. The total remaining purchase price of lots controlled at
September 30, 2018
included
$522.2 million
related to lot option contracts with Forestar, secured by
$48.0 million
of earnest money.
|
(3)
|
Lots controlled at
September 30, 2018
include approximately
13,600
lots owned or controlled by Forestar,
5,500
of which our homebuilding divisions have under contract to purchase and
8,100
of which our homebuilding divisions have a right of first offer to purchase. Of these, approximately
5,100
lots were in our Southeast region,
3,700
lots were in our South Central region,
2,600
lots were in our West region,
1,400
lots were in our East region,
400
lots were in our Midwest region and
400
lots were in our Southwest region.
|
(4)
|
Homes in inventory include approximately
1,800
and
1,600
model homes at
September 30, 2018
and
2017
, respectively. Approximately
16,400
and
13,800
of our homes in inventory were unsold at
September 30, 2018
and
2017
, respectively. At
September 30, 2018
, approximately
4,000
of our unsold homes were completed, of which approximately
400
homes had been completed for more than six months. At
September 30, 2017
, approximately
4,100
of our unsold homes were completed, of which approximately
500
homes had been completed for more than six months.
|
|
|
For the Period from October 5, 2017 to
September 30, 2018 |
||
|
|
(In millions)
|
||
Residential land and lot sales
|
|
$
|
100.1
|
|
Commercial lot sales
|
|
9.1
|
|
|
Total revenues
|
|
$
|
109.2
|
|
Cost of sales
|
|
69.0
|
|
|
Selling, general and administrative expense
|
|
32.8
|
|
|
Equity in earnings of unconsolidated entities
|
|
(12.4
|
)
|
|
Gain on sale of assets
|
|
(27.7
|
)
|
|
Interest expense
|
|
5.8
|
|
|
Other (income) expense
|
|
(7.0
|
)
|
|
Income before income taxes
|
|
$
|
48.7
|
|
|
|
Fiscal Year Ended September 30,
|
|
2018 vs 2017
|
|
2017 vs 2016
|
|||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
|||||||
Number of first-lien loans originated or brokered by DHI Mortgage for D.R. Horton homebuyers
|
|
29,133
|
|
|
25,488
|
|
|
21,970
|
|
|
14
|
%
|
|
16
|
%
|
Number of homes closed by D.R. Horton
|
|
51,857
|
|
|
45,751
|
|
|
40,309
|
|
|
13
|
%
|
|
14
|
%
|
Percentage of D.R. Horton homes financed by DHI Mortgage
|
|
56
|
%
|
|
56
|
%
|
|
55
|
%
|
|
|
|
|
|
|
Number of total loans originated or brokered by DHI Mortgage for D.R. Horton homebuyers
|
|
29,234
|
|
|
25,677
|
|
|
22,127
|
|
|
14
|
%
|
|
16
|
%
|
Total number of loans originated or brokered by DHI Mortgage
|
|
30,107
|
|
|
27,002
|
|
|
23,920
|
|
|
11
|
%
|
|
13
|
%
|
Captive business percentage
|
|
97
|
%
|
|
95
|
%
|
|
93
|
%
|
|
|
|
|
|
|
Loans sold by DHI Mortgage to third parties
|
|
29,120
|
|
|
27,251
|
|
|
23,926
|
|
|
7
|
%
|
|
14
|
%
|
|
|
Fiscal Year Ended September 30,
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Loan origination fees
|
|
$
|
15.0
|
|
|
$
|
17.7
|
|
|
$
|
20.1
|
|
|
(15
|
)%
|
|
(12
|
)%
|
Sale of servicing rights and gains from sale of mortgage loans
|
|
265.1
|
|
|
251.1
|
|
|
207.5
|
|
|
6
|
%
|
|
21
|
%
|
|||
Other revenues
|
|
18.7
|
|
|
16.5
|
|
|
14.6
|
|
|
13
|
%
|
|
13
|
%
|
|||
Total mortgage operations revenues
|
|
298.8
|
|
|
285.3
|
|
|
242.2
|
|
|
5
|
%
|
|
18
|
%
|
|||
Title policy premiums
|
|
76.5
|
|
|
64.2
|
|
|
53.4
|
|
|
19
|
%
|
|
20
|
%
|
|||
Total revenues
|
|
375.3
|
|
|
349.5
|
|
|
295.6
|
|
|
7
|
%
|
|
18
|
%
|
|||
General and administrative expense (1)
|
|
272.6
|
|
|
239.3
|
|
|
211.2
|
|
|
14
|
%
|
|
13
|
%
|
|||
Other (income) expense (1)
|
|
(15.1
|
)
|
|
(14.3
|
)
|
|
(13.7
|
)
|
|
6
|
%
|
|
4
|
%
|
|||
Financial services pre-tax income
|
|
$
|
117.8
|
|
|
$
|
124.5
|
|
|
$
|
98.1
|
|
|
(5
|
)%
|
|
27
|
%
|
|
|
Percentages of
Financial Services Revenues
|
|||||||
|
|
Fiscal Year Ended September 30,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
General and administrative expense (1)
|
|
72.6
|
%
|
|
68.5
|
%
|
|
71.4
|
%
|
Other (income) expense (1)
|
|
(4.0
|
)%
|
|
(4.1
|
)%
|
|
(4.6
|
)%
|
Financial services pre-tax income
|
|
31.4
|
%
|
|
35.6
|
%
|
|
33.2
|
%
|
(1)
|
General and administrative expense of
$11.9 million
and
$8.8 million
, other income of
$0.2 million
and other expense of
$0.2 million
related to our other business activities were excluded from the fiscal 2017 and 2016 amounts, respectively, to conform to the current year presentation.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1 - 3 Years
|
|
> 3 - 5 Years
|
|
More Than
5 Years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Notes Payable — Principal (1)
|
$
|
3,211.1
|
|
|
$
|
1,142.2
|
|
|
$
|
1,018.9
|
|
|
$
|
1,050.0
|
|
|
$
|
—
|
|
Notes Payable — Interest (1)
|
315.0
|
|
|
121.4
|
|
|
116.2
|
|
|
77.4
|
|
|
—
|
|
|||||
Operating Leases
|
42.3
|
|
|
16.8
|
|
|
18.8
|
|
|
5.9
|
|
|
0.8
|
|
|||||
Purchase Obligations (2)
|
47.4
|
|
|
22.2
|
|
|
25.2
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
3,615.8
|
|
|
$
|
1,302.6
|
|
|
$
|
1,179.1
|
|
|
$
|
1,133.3
|
|
|
$
|
0.8
|
|
(1)
|
Notes payable represents principal and interest payments due on our senior notes, our secured notes, our mortgage subsidiary’s repurchase facility and our homebuilding and Forestar revolving credit facilities. Because the balances of our revolving credit facilities were
zero
at
September 30, 2018
, we did not assume any principal or interest payments related to these facilities in future periods. The interest obligation associated with our mortgage repurchase facility is based on its annual effective rate of
4.1%
and principal balance outstanding at
September 30, 2018
.
|
(2)
|
Purchase obligations relate to our land and lot option purchase contracts which enable us to control significant lot positions with limited capital investment. Among our land and lot option purchase contracts at
September 30, 2018
, there were a limited number of contracts, representing
$47.4 million
of remaining purchase price, subject to specific performance provisions which may require us to purchase the land or lots upon the land sellers meeting their contractual obligations.
|
•
|
the cyclical nature of the homebuilding industry and changes in economic, real estate and other conditions;
|
•
|
constriction of the credit and public capital markets, which could limit our ability to access capital and increase our costs of capital;
|
•
|
reductions in the availability of mortgage financing provided by government agencies, changes in government financing programs, a decrease in our ability to sell mortgage loans on attractive terms or an increase in mortgage interest rates;
|
•
|
the risks associated with our land and lot inventory;
|
•
|
our ability to effect our growth strategies, acquisitions or investments successfully;
|
•
|
the impact of an inflationary, deflationary or higher interest rate environment;
|
•
|
home warranty and construction defect claims;
|
•
|
the effects of health and safety incidents;
|
•
|
the effects of negative publicity;
|
•
|
supply shortages and other risks of acquiring land, building materials and skilled labor;
|
•
|
reductions in the availability of performance bonds;
|
•
|
increases in the costs of owning a home;
|
•
|
the effects of governmental regulations and environmental matters on our homebuilding and land development operations;
|
•
|
the effects of governmental regulations on our financial services operations;
|
•
|
our significant debt and our ability to comply with related debt covenants, restrictions and limitations;
|
•
|
competitive conditions within the homebuilding and financial services industries;
|
•
|
the effects of the loss of key personnel; and
|
•
|
information technology failures and data security breaches.
|
•
|
gross margins on homes closed in recent months;
|
•
|
projected gross margins on homes sold but not closed;
|
•
|
projected gross margins based on community budgets;
|
•
|
trends in gross margins, average selling prices or cost of sales;
|
•
|
sales absorption rates; and
|
•
|
performance of other communities in nearby locations.
|
•
|
supply and availability of new and existing homes;
|
•
|
location and desirability of our communities;
|
•
|
variety of product types offered in the area;
|
•
|
pricing and use of incentives by us and our competitors;
|
•
|
alternative uses for our land or communities such as the sale of land, finished lots or home sites to third parties;
|
•
|
amount of land and lots we own or control in a particular market or sub-market; and
|
•
|
local economic and demographic trends.
|
•
|
Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.
|
•
|
Level 3 — Valuation is typically derived from model-based techniques in which at least one significant input is unobservable and based on our own estimates about the assumptions that market participants would use to value the asset or liability.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
Fiscal Year Ending September 30,
|
|
|
|
|
|
Fair Value at September 30, 2018
|
||||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
504.5
|
|
|
$
|
618.9
|
|
|
$
|
400.0
|
|
|
$
|
350.0
|
|
|
$
|
700.0
|
|
|
$
|
—
|
|
|
$
|
2,573.4
|
|
|
$
|
2,607.1
|
|
Average interest rate
|
|
3.9
|
%
|
|
4.0
|
%
|
|
2.8
|
%
|
|
4.5
|
%
|
|
5.5
|
%
|
|
—
|
%
|
|
4.3
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
637.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
637.7
|
|
|
$
|
637.7
|
|
Average interest rate
|
|
4.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.1
|
%
|
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,473.1
|
|
|
$
|
1,007.8
|
|
Restricted cash
|
32.9
|
|
|
16.5
|
|
||
Inventories:
|
|
|
|
|
|
||
Construction in progress and finished homes
|
5,086.3
|
|
|
4,606.0
|
|
||
Residential land and lots — developed and under development
|
5,172.4
|
|
|
4,519.7
|
|
||
Land held for development
|
96.1
|
|
|
101.0
|
|
||
Land held for sale
|
40.2
|
|
|
10.4
|
|
||
|
10,395.0
|
|
|
9,237.1
|
|
||
Investment in unconsolidated entities
|
11.0
|
|
|
—
|
|
||
Mortgage loans held for sale
|
796.4
|
|
|
587.3
|
|
||
Deferred income taxes, net of valuation allowance of $17.7 million
and $11.2 million at September 30, 2018 and 2017, respectively
|
194.0
|
|
|
365.0
|
|
||
Property and equipment, net
|
401.1
|
|
|
325.0
|
|
||
Other assets
|
701.9
|
|
|
565.9
|
|
||
Goodwill
|
109.2
|
|
|
80.0
|
|
||
Total assets
|
$
|
14,114.6
|
|
|
$
|
12,184.6
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
624.7
|
|
|
$
|
580.4
|
|
Accrued expenses and other liabilities
|
1,127.5
|
|
|
985.0
|
|
||
Notes payable
|
3,203.5
|
|
|
2,871.6
|
|
||
Total liabilities
|
4,955.7
|
|
|
4,437.0
|
|
||
Commitments and contingencies (Note K)
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Preferred stock, $.10 par value, 30,000,000 shares authorized, no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 1,000,000,000 shares authorized, 388,120,243 shares issued
and 376,261,635 shares outstanding at September 30, 2018 and 384,036,150 shares issued
and 374,986,079 shares outstanding at September 30, 2017
|
3.9
|
|
|
3.8
|
|
||
Additional paid-in capital
|
3,085.0
|
|
|
2,992.2
|
|
||
Retained earnings
|
6,217.9
|
|
|
4,946.0
|
|
||
Treasury stock, 11,858,608 shares and 9,050,071 shares at September 30, 2018 and 2017, respectively, at cost
|
(322.4
|
)
|
|
(194.9
|
)
|
||
Stockholders’ equity
|
8,984.4
|
|
|
7,747.1
|
|
||
Noncontrolling interests
|
174.5
|
|
|
0.5
|
|
||
Total equity
|
9,158.9
|
|
|
7,747.6
|
|
||
Total liabilities and equity
|
$
|
14,114.6
|
|
|
$
|
12,184.6
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues
|
$
|
16,068.0
|
|
|
$
|
14,091.0
|
|
|
$
|
12,157.4
|
|
Cost of sales
|
12,398.1
|
|
|
11,042.8
|
|
|
9,502.6
|
|
|||
Selling, general and administrative expense
|
1,676.8
|
|
|
1,471.6
|
|
|
1,320.3
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
7.2
|
|
|||
Equity in earnings of unconsolidated entities
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets
|
(18.8
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||
Other (income) expense
|
(45.3
|
)
|
|
(25.5
|
)
|
|
(21.7
|
)
|
|||
Income before income taxes
|
2,060.0
|
|
|
1,602.1
|
|
|
1,353.5
|
|
|||
Income tax expense
|
597.7
|
|
|
563.7
|
|
|
467.2
|
|
|||
Net income
|
1,462.3
|
|
|
1,038.4
|
|
|
886.3
|
|
|||
Net income attributable to noncontrolling interests
|
2.0
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to D.R. Horton, Inc.
|
$
|
1,460.3
|
|
|
$
|
1,038.4
|
|
|
$
|
886.3
|
|
Other comprehensive income, net of income tax:
|
|
|
|
|
|
||||||
Debt securities collateralized by residential real estate:
|
|
|
|
|
|
||||||
Net change in unrealized gain
|
—
|
|
|
—
|
|
|
1.2
|
|
|||
Reclassification adjustment for net gain realized in net income
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||
Comprehensive income
|
1,462.3
|
|
|
1,038.4
|
|
|
884.9
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
2.0
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to D.R. Horton, Inc.
|
$
|
1,460.3
|
|
|
$
|
1,038.4
|
|
|
$
|
884.9
|
|
|
|
|
|
|
|
||||||
Basic net income per common share attributable to D.R. Horton, Inc.
|
$
|
3.88
|
|
|
$
|
2.77
|
|
|
$
|
2.39
|
|
Weighted average number of common shares
|
376.6
|
|
|
374.3
|
|
|
371.0
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per common share attributable to D.R. Horton, Inc.
|
$
|
3.81
|
|
|
$
|
2.74
|
|
|
$
|
2.36
|
|
Adjusted weighted average number of common shares
|
383.4
|
|
|
378.9
|
|
|
375.1
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
Non-controlling
Interests
|
|
Total
Equity
|
||||||||||||||
|
(In millions, except common stock share data)
|
||||||||||||||||||||||||||
Balances at September 30, 2015 (368,647,371 shares)
|
$
|
3.8
|
|
|
$
|
2,733.8
|
|
|
$
|
3,289.6
|
|
|
$
|
(134.3
|
)
|
|
$
|
1.4
|
|
|
$
|
1.1
|
|
|
$
|
5,895.4
|
|
Net income
|
—
|
|
|
—
|
|
|
886.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
886.3
|
|
|||||||
Issuances under employee benefit plans (89,652 shares)
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||||
Exercise of stock options (3,504,989 shares)
|
—
|
|
|
70.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.1
|
|
|||||||
Tax benefit from employee stock awards
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||||
Stock issued under employee incentive plans (681,175 shares)
|
—
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|||||||
Cash paid for shares withheld for taxes
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
49.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.0
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(118.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118.7
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||||||
Balances at September 30, 2016 (372,923,187 shares)
|
$
|
3.8
|
|
|
$
|
2,865.8
|
|
|
$
|
4,057.2
|
|
|
$
|
(134.3
|
)
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
6,793.0
|
|
Net income
|
—
|
|
|
—
|
|
|
1,038.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,038.4
|
|
|||||||
Issuances under employee benefit plans (111,527 shares)
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|||||||
Exercise of stock options (2,770,569 shares)
|
—
|
|
|
43.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.8
|
|
|||||||
Tax benefit from employee stock awards
|
—
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|||||||
Stock issued under employee incentive plans (1,030,796 shares)
|
—
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|||||||
Cash paid for shares withheld for taxes
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
59.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.2
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(149.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149.6
|
)
|
|||||||
Repurchases of common stock (1,850,000 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.6
|
)
|
|
—
|
|
|
—
|
|
|
(60.6
|
)
|
|||||||
Balances at September 30, 2017 (374,986,079 shares)
|
$
|
3.8
|
|
|
$
|
2,992.2
|
|
|
$
|
4,946.0
|
|
|
$
|
(194.9
|
)
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
7,747.6
|
|
Noncontrolling interests acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175.2
|
|
|
175.2
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
1,460.3
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
1,462.3
|
|
|||||||
Issuances under employee benefit plans (114,340 shares)
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||||
Exercise of stock options (2,547,139 shares)
|
0.1
|
|
|
43.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.4
|
|
|||||||
Stock issued under employee incentive plans (1,422,614 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash paid for shares withheld for taxes
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
55.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.8
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(188.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188.4
|
)
|
|||||||
Repurchases of common stock (2,808,537 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
(127.5
|
)
|
|
—
|
|
|
—
|
|
|
(127.5
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
(3.2
|
)
|
|||||||
Balances at September 30, 2018 (376,261,635 shares)
|
$
|
3.9
|
|
|
$
|
3,085.0
|
|
|
$
|
6,217.9
|
|
|
$
|
(322.4
|
)
|
|
$
|
—
|
|
|
$
|
174.5
|
|
|
$
|
9,158.9
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
1,462.3
|
|
|
$
|
1,038.4
|
|
|
$
|
886.3
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
62.4
|
|
|
54.7
|
|
|
61.0
|
|
|||
Amortization of discounts and fees
|
9.9
|
|
|
5.0
|
|
|
5.4
|
|
|||
Stock-based compensation expense
|
55.8
|
|
|
59.2
|
|
|
49.0
|
|
|||
Equity in earnings of unconsolidated entities
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions of earnings of unconsolidated entities
|
2.0
|
|
|
—
|
|
|
—
|
|
|||
Excess income tax benefit from employee stock awards
|
—
|
|
|
(14.3
|
)
|
|
(10.0
|
)
|
|||
Deferred income taxes
|
170.9
|
|
|
110.8
|
|
|
75.3
|
|
|||
Inventory and land option charges
|
50.4
|
|
|
40.2
|
|
|
31.4
|
|
|||
Gain on sale of assets
|
(18.8
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
7.2
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Increase in construction in progress and finished homes
|
(482.8
|
)
|
|
(584.4
|
)
|
|
(496.2
|
)
|
|||
Increase in residential land and lots —
developed, under development, held for development and held for sale
|
(573.8
|
)
|
|
(362.3
|
)
|
|
(10.3
|
)
|
|||
Increase in other assets
|
(110.6
|
)
|
|
(63.7
|
)
|
|
(16.3
|
)
|
|||
(Increase) decrease in mortgage loans held for sale
|
(208.8
|
)
|
|
67.6
|
|
|
(12.4
|
)
|
|||
Increase in accounts payable, accrued expenses and other liabilities
|
129.1
|
|
|
89.0
|
|
|
58.0
|
|
|||
Net cash provided by operating activities
|
545.2
|
|
|
440.2
|
|
|
623.9
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Expenditures for property and equipment
|
(68.1
|
)
|
|
(102.7
|
)
|
|
(78.1
|
)
|
|||
Proceeds from sale of assets
|
292.9
|
|
|
—
|
|
|
—
|
|
|||
Expenditures related to multi-family rental properties
|
(70.2
|
)
|
|
(54.6
|
)
|
|
(8.0
|
)
|
|||
(Increase) decrease in restricted cash
|
(16.4
|
)
|
|
(7.0
|
)
|
|
0.2
|
|
|||
Return of investment in unconsolidated entities
|
17.5
|
|
|
—
|
|
|
—
|
|
|||
Net principal (increase) decrease of other mortgage loans and real estate owned
|
(1.2
|
)
|
|
6.2
|
|
|
19.7
|
|
|||
Proceeds from (purchases of) debt securities collateralized by residential real estate
|
7.3
|
|
|
(8.8
|
)
|
|
35.8
|
|
|||
Payments related to business acquisitions, net of cash acquired
|
(159.2
|
)
|
|
(4.1
|
)
|
|
(82.2
|
)
|
|||
Net cash provided by (used in) investing activities
|
2.6
|
|
|
(171.0
|
)
|
|
(112.6
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Proceeds from notes payable
|
2,163.5
|
|
|
835.0
|
|
|
—
|
|
|||
Repayment of notes payable
|
(2,181.7
|
)
|
|
(1,192.3
|
)
|
|
(544.8
|
)
|
|||
Advances (payments) on mortgage repurchase facility, net
|
217.7
|
|
|
(53.0
|
)
|
|
(4.9
|
)
|
|||
Proceeds from stock associated with certain employee benefit plans
|
47.4
|
|
|
46.7
|
|
|
72.4
|
|
|||
Excess income tax benefit from employee stock awards
|
—
|
|
|
14.3
|
|
|
10.0
|
|
|||
Cash paid for shares withheld for taxes
|
(10.3
|
)
|
|
(5.1
|
)
|
|
(5.9
|
)
|
|||
Cash dividends paid
|
(188.4
|
)
|
|
(149.6
|
)
|
|
(118.7
|
)
|
|||
Repurchases of common stock
|
(127.5
|
)
|
|
(60.6
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interests, net
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(82.5
|
)
|
|
(564.6
|
)
|
|
(591.9
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
465.3
|
|
|
(295.4
|
)
|
|
(80.6
|
)
|
|||
Cash and cash equivalents at beginning of year
|
1,007.8
|
|
|
1,303.2
|
|
|
1,383.8
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,473.1
|
|
|
$
|
1,007.8
|
|
|
$
|
1,303.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid, net
|
$
|
387.2
|
|
|
$
|
446.4
|
|
|
$
|
389.9
|
|
Supplemental disclosures of non-cash activities:
|
|
|
|
|
|
|
|
|
|||
Notes payable issued for inventory
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
4.2
|
|
Stock issued under employee incentive plans
|
$
|
64.0
|
|
|
$
|
31.9
|
|
|
$
|
20.1
|
|
Accrued expenditures for property and equipment
|
$
|
10.7
|
|
|
$
|
16.3
|
|
|
$
|
4.3
|
|
Accrual for holdback payment related to acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.7
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Buildings and improvements (1)
|
$
|
292.3
|
|
|
$
|
219.0
|
|
Multi-family rental properties under construction
|
54.1
|
|
|
59.2
|
|
||
Model home furniture
|
127.8
|
|
|
120.4
|
|
||
Office furniture and equipment
|
107.8
|
|
|
99.7
|
|
||
Land (1)
|
63.8
|
|
|
52.9
|
|
||
Total property and equipment
|
645.8
|
|
|
551.2
|
|
||
Accumulated depreciation
|
(244.7
|
)
|
|
(226.2
|
)
|
||
Property and equipment, net
|
$
|
401.1
|
|
|
$
|
325.0
|
|
(1)
|
At
September 30, 2018
and
2017
, buildings and improvements included
$87.3 million
and
$15.3 million
, respectively, related to completed multi-family rental properties and land included
$36.7 million
and
$25.2 million
, respectively, related to the Company’s multi-family rental operations.
|
Cash
|
$
|
401.9
|
|
Inventories
|
334.6
|
|
|
Investment in unconsolidated entities
|
98.5
|
|
|
Other assets
|
51.6
|
|
|
Goodwill
|
29.2
|
|
|
Total assets
|
915.8
|
|
|
|
|
||
Accounts payable
|
2.8
|
|
|
Accrued expenses and other liabilities
|
49.4
|
|
|
Notes payable
|
130.1
|
|
|
Total liabilities
|
182.3
|
|
|
|
|
||
Less: Noncontrolling interests
|
175.2
|
|
|
Net assets acquired
|
$
|
558.3
|
|
|
Year Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Revenues
|
$
|
16,068.0
|
|
|
$
|
14,239.0
|
|
Net income attributable to D.R. Horton, Inc.
|
$
|
1,463.6
|
|
|
$
|
1,124.1
|
|
Diluted net income per common share attributable to D.R. Horton, Inc.
|
$
|
3.82
|
|
|
$
|
2.97
|
|
|
East:
|
|
Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina and Virginia
|
|
Midwest:
|
|
Colorado, Illinois, Indiana and Minnesota
|
|
Southeast:
|
|
Alabama, Florida, Georgia, Mississippi and Tennessee
|
|
South Central:
|
|
Louisiana, Oklahoma and Texas
|
|
Southwest:
|
|
Arizona and New Mexico
|
|
West:
|
|
California, Hawaii, Nevada, Oregon, Utah and Washington
|
|
|
September 30, 2018
|
||||||||||||||||||||||||||
|
|
Homebuilding
|
|
Forestar (1)
|
|
Financial Services
|
|
Other (2)
|
|
Eliminations (3)
|
|
Other Adjustments (4)
|
|
Consolidated
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
1,111.8
|
|
|
$
|
318.8
|
|
|
$
|
33.7
|
|
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,473.1
|
|
Restricted cash
|
|
8.6
|
|
|
16.2
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.9
|
|
|||||||
Inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction in progress and finished homes
|
|
5,084.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
5,086.3
|
|
|||||||
Residential land and lots — developed and under development
|
|
4,689.3
|
|
|
463.1
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
27.2
|
|
|
5,172.4
|
|
|||||||
Land held for development
|
|
61.2
|
|
|
34.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96.1
|
|
|||||||
Land held for sale
|
|
40.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.2
|
|
|||||||
|
|
9,875.1
|
|
|
498.0
|
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
27.2
|
|
|
10,395.0
|
|
|||||||
Investment in unconsolidated entities
|
|
—
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
11.0
|
|
|||||||
Mortgage loans held for sale
|
|
—
|
|
|
—
|
|
|
796.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
796.4
|
|
|||||||
Deferred income taxes, net
|
|
176.5
|
|
|
26.9
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
(10.5
|
)
|
|
194.0
|
|
|||||||
Property and equipment, net
|
|
207.1
|
|
|
1.8
|
|
|
3.0
|
|
|
189.2
|
|
|
—
|
|
|
—
|
|
|
401.1
|
|
|||||||
Other assets
|
|
673.7
|
|
|
19.7
|
|
|
43.6
|
|
|
0.9
|
|
|
(48.6
|
)
|
|
12.6
|
|
|
701.9
|
|
|||||||
Goodwill
|
|
80.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.2
|
|
|
109.2
|
|
|||||||
|
|
$
|
12,132.8
|
|
|
$
|
893.1
|
|
|
$
|
884.8
|
|
|
$
|
198.9
|
|
|
$
|
(52.8
|
)
|
|
$
|
57.8
|
|
|
$
|
14,114.6
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accounts payable
|
|
$
|
612.4
|
|
|
$
|
11.2
|
|
|
$
|
0.2
|
|
|
$
|
4.2
|
|
|
$
|
(3.3
|
)
|
|
$
|
—
|
|
|
$
|
624.7
|
|
Accrued expenses and other liabilities
|
|
1,041.3
|
|
|
95.7
|
|
|
41.9
|
|
|
9.9
|
|
|
(46.1
|
)
|
|
(15.2
|
)
|
|
1,127.5
|
|
|||||||
Notes payable
|
|
2,445.9
|
|
|
111.7
|
|
|
637.7
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
3,203.5
|
|
|||||||
|
|
$
|
4,099.6
|
|
|
$
|
218.6
|
|
|
$
|
679.8
|
|
|
$
|
14.1
|
|
|
$
|
(49.4
|
)
|
|
$
|
(7.0
|
)
|
|
$
|
4,955.7
|
|
(1)
|
Amounts are presented on Forestar’s historical cost basis, consistent with the manner in which management evaluates segment performance. All purchase accounting adjustments are included in the Other Adjustments column.
|
(2)
|
Amounts represent the aggregate balances of certain subsidiaries that are immaterial for separate reporting.
|
(3)
|
Amounts represent the elimination of intercompany transactions and the reclassification of
$5.8 million
of Forestar interest expense to inventory.
|
(4)
|
Amounts represent purchase accounting adjustments related to the Forestar acquisition.
|
|
|
September 30, 2017
|
||||||||||||||
|
|
Homebuilding
|
|
Financial Services
|
|
Other (1)
|
|
Consolidated
|
||||||||
|
|
(In millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
973.0
|
|
|
$
|
24.1
|
|
|
$
|
10.7
|
|
|
$
|
1,007.8
|
|
Restricted cash
|
|
9.3
|
|
|
7.2
|
|
|
—
|
|
|
16.5
|
|
||||
Inventories:
|
|
|
|
|
|
|
|
|
||||||||
Construction in progress and finished homes
|
|
4,606.0
|
|
|
—
|
|
|
—
|
|
|
4,606.0
|
|
||||
Residential land and lots — developed and under development
|
|
4,519.7
|
|
|
—
|
|
|
—
|
|
|
4,519.7
|
|
||||
Land held for development
|
|
101.0
|
|
|
—
|
|
|
—
|
|
|
101.0
|
|
||||
Land held for sale
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
||||
|
|
9,237.1
|
|
|
—
|
|
|
—
|
|
|
9,237.1
|
|
||||
Mortgage loans held for sale
|
|
—
|
|
|
587.3
|
|
|
—
|
|
|
587.3
|
|
||||
Deferred income taxes, net
|
|
365.0
|
|
|
—
|
|
|
—
|
|
|
365.0
|
|
||||
Property and equipment, net
|
|
194.4
|
|
|
3.0
|
|
|
127.6
|
|
|
325.0
|
|
||||
Other assets
|
|
518.7
|
|
|
42.2
|
|
|
5.0
|
|
|
565.9
|
|
||||
Goodwill
|
|
80.0
|
|
|
—
|
|
|
—
|
|
|
80.0
|
|
||||
|
|
$
|
11,377.5
|
|
|
$
|
663.8
|
|
|
$
|
143.3
|
|
|
$
|
12,184.6
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
575.6
|
|
|
$
|
1.5
|
|
|
$
|
3.3
|
|
|
$
|
580.4
|
|
Accrued expenses and other liabilities
|
|
933.1
|
|
|
35.6
|
|
|
16.3
|
|
|
985.0
|
|
||||
Notes payable
|
|
2,451.6
|
|
|
420.0
|
|
|
—
|
|
|
2,871.6
|
|
||||
|
|
$
|
3,960.3
|
|
|
$
|
457.1
|
|
|
$
|
19.6
|
|
|
$
|
4,437.0
|
|
(1)
|
Amounts represent the aggregate balances of certain subsidiaries that are immaterial for separate reporting.
|
|
|
Year Ended September 30, 2018
|
||||||||||||||||||||||||||
|
|
Homebuilding
|
|
Forestar (1)
|
|
Financial Services
|
|
Other (2)
|
|
Eliminations (3)
|
|
Other Adjustments (4)
|
|
Consolidated
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home sales
|
|
$
|
15,502.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,502.0
|
|
Land/lot sales and other
|
|
121.8
|
|
|
109.2
|
|
|
—
|
|
|
—
|
|
|
(39.1
|
)
|
|
(1.2
|
)
|
|
190.7
|
|
|||||||
Financial services
|
|
—
|
|
|
—
|
|
|
375.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375.3
|
|
|||||||
|
|
15,623.8
|
|
|
109.2
|
|
|
375.3
|
|
|
—
|
|
|
(39.1
|
)
|
|
(1.2
|
)
|
|
16,068.0
|
|
|||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home sales (5)
|
|
12,195.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
12,194.3
|
|
|||||||
Land/lot sales and other
|
|
99.1
|
|
|
68.0
|
|
|
—
|
|
|
—
|
|
|
(30.1
|
)
|
|
16.4
|
|
|
153.4
|
|
|||||||
Inventory and land option charges
|
|
48.8
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
50.4
|
|
|||||||
|
|
12,343.4
|
|
|
69.0
|
|
|
—
|
|
|
—
|
|
|
(31.3
|
)
|
|
17.0
|
|
|
12,398.1
|
|
|||||||
Selling, general and administrative expense
|
|
1,346.2
|
|
|
32.8
|
|
|
272.6
|
|
|
24.7
|
|
|
—
|
|
|
0.5
|
|
|
1,676.8
|
|
|||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
7.1
|
|
|
(2.8
|
)
|
|||||||
Gain on sale of assets
|
|
(15.8
|
)
|
|
(27.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.7
|
|
|
(18.8
|
)
|
|||||||
Interest expense
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other (income) expense
|
|
(7.2
|
)
|
|
(7.0
|
)
|
|
(15.1
|
)
|
|
(17.0
|
)
|
|
—
|
|
|
1.0
|
|
|
(45.3
|
)
|
|||||||
Income (loss) before income taxes
|
|
$
|
1,957.2
|
|
|
$
|
48.7
|
|
|
$
|
117.8
|
|
|
$
|
(7.7
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(51.5
|
)
|
|
$
|
2,060.0
|
|
Summary Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
|
$
|
53.4
|
|
|
$
|
0.3
|
|
|
$
|
1.4
|
|
|
$
|
6.8
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
62.4
|
|
Cash provided by (used in) operating activities (6)
|
|
$
|
1,001.7
|
|
|
$
|
(320.3
|
)
|
|
$
|
(116.6
|
)
|
|
$
|
0.8
|
|
|
$
|
(10.5
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
545.2
|
|
(1)
|
Results are presented from the date of acquisition and on Forestar’s historical cost basis, consistent with the manner in which management evaluates segment performance. All purchase accounting adjustments are included in the Other Adjustments column.
|
(2)
|
Amounts represent the aggregate results of certain subsidiaries that are immaterial for separate reporting.
|
(3)
|
Amounts represent the elimination of intercompany transactions and the reclassification of Forestar interest expense to inventory.
|
(4)
|
Amounts represent purchase accounting adjustments related to the Forestar acquisition.
|
(5)
|
Amount in the Eliminations column represents the profit on lots sold from Forestar to the homebuilding segment. Intercompany profit is eliminated in the consolidated financial statements when Forestar sells lots to the homebuilding segment and is not recognized in the consolidated financial statements until the homebuilding segment closes homes on the lots to homebuyers.
|
(6)
|
Amount in the Eliminations column represents cash flow related to land sales from the Homebuilding segment to the Other segment.
|
|
|
Year Ended September 30, 2017
|
||||||||||||||
|
|
Homebuilding
|
|
Financial Services
|
|
Other (1)
|
|
Consolidated
|
||||||||
|
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Home sales
|
|
$
|
13,653.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,653.2
|
|
Land/lot sales and other
|
|
88.3
|
|
|
—
|
|
|
—
|
|
|
88.3
|
|
||||
Financial services
|
|
—
|
|
|
349.5
|
|
|
—
|
|
|
349.5
|
|
||||
|
|
13,741.5
|
|
|
349.5
|
|
|
—
|
|
|
14,091.0
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
|
||||||||
Home sales
|
|
10,927.8
|
|
|
—
|
|
|
—
|
|
|
10,927.8
|
|
||||
Land/lot sales and other
|
|
74.8
|
|
|
—
|
|
|
—
|
|
|
74.8
|
|
||||
Inventory and land option charges
|
|
40.2
|
|
|
—
|
|
|
—
|
|
|
40.2
|
|
||||
|
|
11,042.8
|
|
|
—
|
|
|
—
|
|
|
11,042.8
|
|
||||
Selling, general and administrative expense
|
|
1,220.4
|
|
|
239.3
|
|
|
11.9
|
|
|
1,471.6
|
|
||||
Other (income) expense
|
|
(11.0
|
)
|
|
(14.3
|
)
|
|
(0.2
|
)
|
|
(25.5
|
)
|
||||
Income (loss) before income taxes
|
|
$
|
1,489.3
|
|
|
$
|
124.5
|
|
|
$
|
(11.7
|
)
|
|
$
|
1,602.1
|
|
Summary Cash Flow Information:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
49.5
|
|
|
$
|
1.5
|
|
|
$
|
3.7
|
|
|
$
|
54.7
|
|
Cash provided by (used in) operating activities
|
|
$
|
303.7
|
|
|
$
|
139.1
|
|
|
$
|
(2.6
|
)
|
|
$
|
440.2
|
|
(1)
|
Amounts represent the aggregate results of certain subsidiaries that are immaterial for separate reporting.
|
|
|
Year Ended September 30, 2016
|
||||||||||||||
|
|
Homebuilding
|
|
Financial Services
|
|
Other (1)
|
|
Consolidated
|
||||||||
|
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Home sales
|
|
$
|
11,783.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,783.1
|
|
Land/lot sales and other
|
|
78.7
|
|
|
—
|
|
|
—
|
|
|
78.7
|
|
||||
Financial services
|
|
—
|
|
|
295.6
|
|
|
—
|
|
|
295.6
|
|
||||
|
|
11,861.8
|
|
|
295.6
|
|
|
—
|
|
|
12,157.4
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
|
||||||||
Home sales
|
|
9,403.0
|
|
|
—
|
|
|
—
|
|
|
9,403.0
|
|
||||
Land/lot sales and other
|
|
68.2
|
|
|
—
|
|
|
—
|
|
|
68.2
|
|
||||
Inventory and land option charges
|
|
31.4
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
||||
|
|
9,502.6
|
|
|
—
|
|
|
—
|
|
|
9,502.6
|
|
||||
Selling, general and administrative expense
|
|
1,100.3
|
|
|
211.2
|
|
|
8.8
|
|
|
1,320.3
|
|
||||
Goodwill impairment
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
||||
Gain on sale of assets
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||
Other (income) expense
|
|
(8.2
|
)
|
|
(13.7
|
)
|
|
0.2
|
|
|
(21.7
|
)
|
||||
Income (loss) before income taxes
|
|
$
|
1,264.4
|
|
|
$
|
98.1
|
|
|
$
|
(9.0
|
)
|
|
$
|
1,353.5
|
|
Summary Cash Flow Information:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
58.2
|
|
|
$
|
1.2
|
|
|
$
|
1.6
|
|
|
$
|
61.0
|
|
Cash provided by (used in) operating activities
|
|
$
|
580.5
|
|
|
$
|
44.7
|
|
|
$
|
(1.3
|
)
|
|
$
|
623.9
|
|
(1)
|
Amounts represent the aggregate results of certain subsidiaries that are immaterial for separate reporting.
|
Homebuilding Inventories by Reporting Segment
(1)
|
September 30,
|
||||||
2018
|
|
2017
|
|||||
|
(In millions)
|
||||||
East
|
$
|
1,192.0
|
|
|
$
|
1,068.9
|
|
Midwest
|
583.1
|
|
|
492.6
|
|
||
Southeast
|
2,668.7
|
|
|
2,392.3
|
|
||
South Central
|
2,439.4
|
|
|
2,199.4
|
|
||
Southwest
|
499.7
|
|
|
506.1
|
|
||
West
|
2,268.5
|
|
|
2,352.5
|
|
||
Corporate and unallocated (2)
|
223.7
|
|
|
225.3
|
|
||
|
$
|
9,875.1
|
|
|
$
|
9,237.1
|
|
(1)
|
Homebuilding inventories are the only assets included in the measure of homebuilding segment assets used by the Company’s chief operating decision makers.
|
(2)
|
Corporate and unallocated consists primarily of capitalized interest and property taxes.
|
Homebuilding Results by Reporting Segment
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
|
(In millions)
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
East
|
$
|
1,893.4
|
|
|
$
|
1,640.1
|
|
|
$
|
1,446.5
|
|
Midwest
|
858.9
|
|
|
736.5
|
|
|
651.7
|
|
|||
Southeast
|
4,578.6
|
|
|
4,087.6
|
|
|
3,463.5
|
|
|||
South Central
|
3,769.9
|
|
|
3,383.1
|
|
|
2,995.1
|
|
|||
Southwest
|
768.7
|
|
|
597.5
|
|
|
388.1
|
|
|||
West
|
3,754.3
|
|
|
3,296.7
|
|
|
2,916.9
|
|
|||
|
$
|
15,623.8
|
|
|
$
|
13,741.5
|
|
|
$
|
11,861.8
|
|
Inventory and Land Option Charges
|
|
|
|
|
|
|
|
|
|||
East
|
$
|
2.3
|
|
|
$
|
13.6
|
|
|
$
|
13.4
|
|
Midwest
|
5.1
|
|
|
1.8
|
|
|
1.1
|
|
|||
Southeast
|
28.8
|
|
|
8.7
|
|
|
4.5
|
|
|||
South Central
|
4.6
|
|
|
4.1
|
|
|
3.1
|
|
|||
Southwest
|
0.9
|
|
|
1.6
|
|
|
6.2
|
|
|||
West
|
7.1
|
|
|
10.4
|
|
|
3.1
|
|
|||
|
$
|
48.8
|
|
|
$
|
40.2
|
|
|
$
|
31.4
|
|
Income Before Income Taxes (1)
|
|
|
|
|
|
|
|
|
|||
East
|
$
|
217.3
|
|
|
$
|
153.9
|
|
|
$
|
138.7
|
|
Midwest
|
77.5
|
|
|
49.1
|
|
|
44.3
|
|
|||
Southeast
|
536.0
|
|
|
450.3
|
|
|
388.4
|
|
|||
South Central
|
506.1
|
|
|
439.1
|
|
|
374.8
|
|
|||
Southwest
|
97.4
|
|
|
39.6
|
|
|
7.3
|
|
|||
West
|
522.9
|
|
|
357.3
|
|
|
310.9
|
|
|||
|
$
|
1,957.2
|
|
|
$
|
1,489.3
|
|
|
$
|
1,264.4
|
|
(1)
|
Expenses maintained at the corporate level consist primarily of interest and property taxes, which are capitalized and amortized to cost of sales or expensed directly, and the expenses related to operating the Company’s corporate office. The amortization of capitalized interest and property taxes is allocated to each homebuilding segment based on the segment’s cost of sales, while expenses associated with the corporate office are allocated to each homebuilding segment based on the segment’s inventory balances.
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Homebuilding:
|
|
|
|
||||
Unsecured:
|
|
|
|
||||
Revolving credit facility, maturing 2023
|
$
|
—
|
|
|
$
|
—
|
|
3.625% senior notes due 2018
|
—
|
|
|
399.7
|
|
||
3.75% senior notes due 2019
|
499.6
|
|
|
498.8
|
|
||
4.0% senior notes due 2020
|
498.8
|
|
|
497.9
|
|
||
2.55% senior notes due 2020
|
397.9
|
|
|
—
|
|
||
4.375% senior notes due 2022
|
348.4
|
|
|
348.1
|
|
||
4.75% senior notes due 2023
|
298.7
|
|
|
298.4
|
|
||
5.75% senior notes due 2023
|
398.0
|
|
|
397.6
|
|
||
Other secured notes
|
4.5
|
|
|
11.1
|
|
||
|
2,445.9
|
|
|
2,451.6
|
|
||
Forestar:
|
|
|
|
||||
Unsecured:
|
|
|
|
||||
Revolving credit facility, maturing 2021
|
—
|
|
|
|
|||
3.75% convertible senior notes due 2020
|
119.9
|
|
|
|
|||
|
119.9
|
|
|
|
|||
Financial Services:
|
|
|
|
||||
Mortgage repurchase facility, maturing 2019
|
637.7
|
|
|
420.0
|
|
||
|
$
|
3,203.5
|
|
|
$
|
2,871.6
|
|
Notes Payable
|
|
Principal Amount
|
|
Date Issued
|
|
Date Due
|
|
Redeemable
Prior to
Maturity (1)
|
|
Effective
Interest Rate (2)
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
3.75% senior notes
|
|
$500.0
|
|
February 2014
|
|
March 1, 2019
|
|
Yes
|
|
3.9%
|
4.0% senior notes
|
|
$500.0
|
|
February 2015
|
|
February 15, 2020
|
|
Yes
|
|
4.2%
|
2.55% senior notes
|
|
$400.0
|
|
December 2017
|
|
December 1, 2020
|
|
Yes
|
|
2.8%
|
4.375% senior notes
|
|
$350.0
|
|
September 2012
|
|
September 15, 2022
|
|
Yes
|
|
4.5%
|
4.75% senior notes
|
|
$300.0
|
|
February 2013
|
|
February 15, 2023
|
|
Yes
|
|
4.9%
|
5.75% senior notes
|
|
$400.0
|
|
August 2013
|
|
August 15, 2023
|
|
Yes
|
|
5.9%
|
(1)
|
The Company may redeem the notes in whole at any time or in part from time to time, at a redemption price equal to the greater of
100%
of their principal amount or the present value of the remaining scheduled payments on the redemption date, plus accrued and unpaid interest.
|
(2)
|
Interest is payable semi-annually on each of the series of senior notes. The annual effective interest rate is calculated after giving effect to the amortization of debt issuance costs.
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Capitalized interest, beginning of year
|
$
|
167.9
|
|
|
$
|
191.2
|
|
|
$
|
208.0
|
|
Interest incurred (1)
|
125.4
|
|
|
129.3
|
|
|
152.3
|
|
|||
Interest charged to cost of sales
|
(130.6
|
)
|
|
(152.6
|
)
|
|
(169.1
|
)
|
|||
Capitalized interest, end of year
|
$
|
162.7
|
|
|
$
|
167.9
|
|
|
$
|
191.2
|
|
(1)
|
Interest incurred included interest on the Company's mortgage repurchase facility of
$12.1 million
,
$8.5 million
and
$8.4 million
in fiscal
2018
,
2017
and
2016
, respectively. Also included in the fiscal
2018
amount is interest incurred by Forestar of
$3.4 million
, net of purchase accounting adjustments, from the acquisition date through
September 30, 2018
.
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Current tax expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
373.2
|
|
|
$
|
425.6
|
|
|
$
|
376.0
|
|
State
|
53.6
|
|
|
27.3
|
|
|
15.9
|
|
|||
|
426.8
|
|
|
452.9
|
|
|
391.9
|
|
|||
Deferred tax expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
158.7
|
|
|
87.9
|
|
|
47.6
|
|
|||
State
|
12.2
|
|
|
22.9
|
|
|
27.7
|
|
|||
|
170.9
|
|
|
110.8
|
|
|
75.3
|
|
|||
Total income tax expense
|
$
|
597.7
|
|
|
$
|
563.7
|
|
|
$
|
467.2
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Income taxes at federal statutory rate
|
$
|
505.0
|
|
|
$
|
560.7
|
|
|
$
|
473.7
|
|
Increase (decrease) in tax resulting from:
|
|
|
|
|
|
||||||
State income taxes, net of federal benefit
|
59.4
|
|
|
42.3
|
|
|
38.6
|
|
|||
Domestic production activities deduction
|
(36.7
|
)
|
|
(39.8
|
)
|
|
(36.3
|
)
|
|||
Valuation allowance
|
(7.3
|
)
|
|
0.8
|
|
|
0.2
|
|
|||
Tax credits
|
(19.0
|
)
|
|
(3.5
|
)
|
|
(15.9
|
)
|
|||
Excess tax benefit from equity compensation
|
(21.2
|
)
|
|
—
|
|
|
—
|
|
|||
Tax law change from enactment of Tax Act
|
108.7
|
|
|
—
|
|
|
—
|
|
|||
Other
|
8.8
|
|
|
3.2
|
|
|
6.9
|
|
|||
Total income tax expense
|
$
|
597.7
|
|
|
$
|
563.7
|
|
|
$
|
467.2
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Inventory costs
|
$
|
40.9
|
|
|
$
|
42.6
|
|
Inventory impairments
|
31.8
|
|
|
83.9
|
|
||
Warranty and construction defect costs
|
121.8
|
|
|
163.7
|
|
||
Net operating loss carryforwards
|
38.1
|
|
|
26.2
|
|
||
Tax credit carryforwards
|
4.3
|
|
|
2.5
|
|
||
Incentive compensation plans
|
55.2
|
|
|
92.6
|
|
||
Deferred income
|
1.3
|
|
|
1.7
|
|
||
Other
|
5.8
|
|
|
13.9
|
|
||
Total deferred tax assets
|
299.2
|
|
|
427.1
|
|
||
Valuation allowance
|
(17.7
|
)
|
|
(11.2
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
281.5
|
|
|
415.9
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Deferral of profit on home sales
|
64.9
|
|
|
41.6
|
|
||
Other
|
22.6
|
|
|
9.3
|
|
||
Total deferred tax liabilities
|
$
|
87.5
|
|
|
$
|
50.9
|
|
Deferred income taxes, net
|
$
|
194.0
|
|
|
$
|
365.0
|
|
|
Year Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to D.R. Horton, Inc.
|
$
|
1,460.3
|
|
|
$
|
1,038.4
|
|
|
$
|
886.3
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share — weighted average common shares
|
376.6
|
|
|
374.3
|
|
|
371.0
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Employee stock awards
|
6.8
|
|
|
4.6
|
|
|
4.1
|
|
|||
Denominator for diluted earnings per share — adjusted weighted average common shares
|
383.4
|
|
|
378.9
|
|
|
375.1
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share attributable to D.R. Horton, Inc.
|
$
|
3.88
|
|
|
$
|
2.77
|
|
|
$
|
2.39
|
|
Diluted net income per common share attributable to D.R. Horton, Inc.
|
$
|
3.81
|
|
|
$
|
2.74
|
|
|
$
|
2.36
|
|
|
Year Ended September 30,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|||||||||
Outstanding at beginning of year
|
8,431,348
|
|
|
$
|
16.92
|
|
|
11,395,917
|
|
|
$
|
16.69
|
|
|
15,337,656
|
|
|
$
|
17.50
|
|
Exercised
|
(2,547,139
|
)
|
|
16.10
|
|
|
(2,770,569
|
)
|
|
15.83
|
|
|
(3,504,989
|
)
|
|
20.02
|
|
|||
Cancelled or expired
|
(27,250
|
)
|
|
22.08
|
|
|
(194,000
|
)
|
|
18.83
|
|
|
(436,750
|
)
|
|
18.45
|
|
|||
Outstanding at end of year
|
5,856,959
|
|
|
$
|
17.25
|
|
|
8,431,348
|
|
|
$
|
16.92
|
|
|
11,395,917
|
|
|
$
|
16.69
|
|
Exercisable at end of year
|
4,955,392
|
|
|
$
|
17.07
|
|
|
5,772,214
|
|
|
$
|
16.01
|
|
|
6,645,967
|
|
|
$
|
14.99
|
|
Grant Date
|
|
Vesting Date
|
|
Target Number of Performance Units
|
|
Grant Date Fair Value per Unit
|
|
Compensation Expense
Year Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
|
|
|
|
|
|
(In millions)
|
||||||||||||
November 2015
|
|
September 2018
|
|
330,000
|
|
$
|
30.81
|
|
|
$
|
(0.6
|
)
|
|
$
|
6.8
|
|
|
$
|
4.0
|
|
November 2016
|
|
September 2019
|
|
330,000
|
|
29.20
|
|
|
3.9
|
|
|
5.1
|
|
|
—
|
|
||||
November 2017
|
|
September 2020
|
|
330,000
|
|
45.79
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
$
|
8.1
|
|
|
$
|
11.9
|
|
|
$
|
4.0
|
|
|
Year Ended September 30,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Number of
Restricted Stock Units
|
|
Weighted Average
Grant Date Fair Value
|
|
Number of
Restricted Stock Units
|
|
Weighted Average
Grant Date Fair Value
|
|
Number of
Restricted Stock Units
|
|
Weighted Average
Grant Date Fair Value
|
|||||||||
Outstanding at beginning of year
|
4,365,782
|
|
|
$
|
26.09
|
|
|
3,478,233
|
|
|
$
|
24.12
|
|
|
1,978,262
|
|
|
$
|
25.60
|
|
Granted
|
1,747,870
|
|
|
41.82
|
|
|
1,868,660
|
|
|
28.64
|
|
|
2,117,330
|
|
|
23.14
|
|
|||
Vested
|
(1,149,055
|
)
|
|
25.80
|
|
|
(792,941
|
)
|
|
24.48
|
|
|
(423,427
|
)
|
|
25.57
|
|
|||
Cancelled
|
(166,675
|
)
|
|
29.56
|
|
|
(188,170
|
)
|
|
25.21
|
|
|
(193,932
|
)
|
|
25.05
|
|
|||
Outstanding at end of year
|
4,797,922
|
|
|
$
|
31.77
|
|
|
4,365,782
|
|
|
$
|
26.09
|
|
|
3,478,233
|
|
|
$
|
24.12
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Warranty liability, beginning of year
|
$
|
143.7
|
|
|
$
|
104.4
|
|
Warranties issued
|
81.6
|
|
|
69.7
|
|
||
Changes in liability for pre-existing warranties
|
49.3
|
|
|
30.0
|
|
||
Settlements made
|
(72.6
|
)
|
|
(60.4
|
)
|
||
Warranty liability, end of year
|
$
|
202.0
|
|
|
$
|
143.7
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Reserves for legal claims, beginning of year
|
$
|
420.6
|
|
|
$
|
423.5
|
|
Increase in reserves
|
46.4
|
|
|
91.0
|
|
||
Payments
|
(58.9
|
)
|
|
(93.9
|
)
|
||
Reserves for legal claims, end of year
|
$
|
408.1
|
|
|
$
|
420.6
|
|
2019
|
$
|
16.8
|
|
2020
|
12.0
|
|
|
2021
|
6.8
|
|
|
2022
|
3.8
|
|
|
2023
|
2.1
|
|
|
Thereafter
|
0.8
|
|
|
|
$
|
42.3
|
|
|
September 30,
|
||||||
|
2018
|
|
2017 (1)
|
||||
|
(In millions)
|
||||||
Earnest money and refundable deposits
|
$
|
445.2
|
|
|
$
|
312.2
|
|
Insurance receivables
|
54.6
|
|
|
74.4
|
|
||
Other receivables
|
81.7
|
|
|
60.0
|
|
||
Prepaid assets
|
36.9
|
|
|
30.8
|
|
||
Rental properties
|
39.2
|
|
|
52.0
|
|
||
Other
|
44.3
|
|
|
36.5
|
|
||
|
$
|
701.9
|
|
|
$
|
565.9
|
|
|
September 30,
|
||||||
|
2018
|
|
2017 (1)
|
||||
|
(In millions)
|
||||||
Reserves for legal claims
|
$
|
408.1
|
|
|
$
|
420.6
|
|
Employee compensation and related liabilities
|
252.5
|
|
|
208.9
|
|
||
Warranty liability
|
202.0
|
|
|
143.7
|
|
||
Accrued interest
|
14.8
|
|
|
12.7
|
|
||
Federal and state income tax liabilities
|
35.2
|
|
|
20.3
|
|
||
Inventory related accruals
|
45.5
|
|
|
24.8
|
|
||
Customer deposits
|
58.1
|
|
|
51.8
|
|
||
Accrued property taxes
|
38.0
|
|
|
33.9
|
|
||
Other
|
73.3
|
|
|
68.3
|
|
||
|
$
|
1,127.5
|
|
|
$
|
985.0
|
|
(1)
|
To conform to the current year presentation, prior period amounts have been reclassified to reflect the Company’s consolidated balances, rather than the balances of its homebuilding segment that were previously presented.
|
•
|
Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities. The Company does not currently have any assets or liabilities measured at fair value using Level 1 inputs.
|
•
|
Level 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market. The Company’s assets and liabilities measured at fair value using Level 2 inputs on a recurring basis are as follows:
|
•
|
Mortgage loans held for sale
- The fair value of these loans is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Closed mortgage loans are typically sold shortly after origination, which limits exposure to nonperformance by loan buyer counterparties to a short time period. In addition, the Company actively monitors the financial strength of its counterparties.
|
•
|
IRLCs
- The fair value of IRLCs is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. These valuations do not contain adjustments for expirations as any expired commitments are excluded from the fair value measurement. The Company generally only issues IRLCs for products that meet specific purchaser guidelines. Should any purchaser become insolvent, the Company would not be required to close the transaction based on the terms of the commitment. Since not all IRLCs will become closed loans, the Company adjusts its fair value measurements for the estimated amount of IRLCs that will not close.
|
•
|
Loan sale commitments and hedging instruments
- The fair values of best-efforts and mandatory loan sale commitments and derivative instruments such as forward sales of MBS that are utilized as hedging instruments are calculated by reference to quoted prices for similar assets. The Company mitigates exposure to nonperformance risk associated with derivative instruments by limiting the number of counterparties and actively monitoring their financial strength and creditworthiness while requiring them to be well-known institutions with credit ratings equal to or better than AA- or equivalent. Further, the Company’s derivative contracts typically have short-term durations with maturities from one to four months. Accordingly, the Company’s risk of nonperformance relative to its derivative positions is not significant.
|
•
|
Level 3 – Valuation is typically derived from model-based techniques in which at least one significant input is unobservable and based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.
|
•
|
Inventory held and used
- In determining the fair values of its inventory held and used in its impairment evaluations, the Company performs an analysis of the undiscounted cash flows estimated to be generated by those assets. The most significant factors used to estimate undiscounted future cash flows include pricing and incentive levels actually realized by the community, the rate at which the homes are sold and the costs incurred to develop the lots and construct the homes. Inventory held and used measured at fair value represents those communities for which the estimated undiscounted cash flows are less than their carrying amounts and therefore, the Company has recorded impairments during the current period to record the inventory at fair value calculated based on its discounted estimated future cash flows.
|
•
|
Inventory available for sale
- The factors considered in determining fair values of the Company’s land held for sale primarily include actual sale contracts and recent offers received from outside third parties, and may also include prices for land in recent comparable sales transactions and other market analysis. If the estimated fair value less the costs to sell an asset is less than the asset’s current carrying value, the asset is written down to its estimated fair value less costs to sell.
|
•
|
Certain mortgage loans held for sale
- A limited number of mortgage loans held for sale have some degree of impairment affecting their marketability. For some of these loans, quoted prices in the secondary market are not available and therefore, a cash flow valuation model is used to determine fair value.
|
•
|
Certain other mortgage loans, rental properties and real estate owned
- Other mortgage loans include performing and nonperforming mortgage loans, which often become real estate owned through the foreclosure process. The fair values of other mortgage loans, rental properties and real estate owned are determined based on the Company’s assessment of the value of the underlying collateral or the value of the property, as applicable. The Company uses different methods to assess the value of the properties, which may include broker price opinions, appraisals or cash flow valuation models.
|
|
|
|
Fair Value at September 30, 2018
|
||||||||||||||
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
(In millions)
|
||||||||||||||
Debt securities collateralized by residential real estate
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
Mortgage loans held for sale (a)
|
Mortgage loans held for sale
|
|
—
|
|
|
784.6
|
|
|
7.8
|
|
|
792.4
|
|
||||
Derivatives not designated as hedging instruments (b):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
Other assets
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
||||
Forward sales of MBS
|
Other assets
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
||||
Best-efforts and mandatory commitments
|
Other assets
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
|
|
Fair Value at September 30, 2017
|
||||||||||||||
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
(In millions)
|
||||||||||||||
Debt securities collateralized by residential real estate
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.8
|
|
|
$
|
8.8
|
|
Mortgage loans held for sale (a)
|
Mortgage loans held for sale
|
|
—
|
|
|
580.2
|
|
|
5.6
|
|
|
585.8
|
|
||||
Derivatives not designated as hedging instruments (b):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
Other assets
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|
9.4
|
|
||||
Forward sales of MBS
|
Other assets
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||
Best-efforts and mandatory commitments
|
Other assets
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
Level 3 Assets at Fair Value for the Year Ended September 30, 2018
|
||||||||||||||||||||||||||
|
Balance at
September 30, 2017 |
|
Net realized and unrealized gains (losses)
|
|
Purchases
|
|
Sales and Settlements
|
|
Principal Reductions
|
|
Net transfers to (out of) Level 3
|
|
Balance at
September 30, 2018 |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Debt securities collateralized by residential real estate (c)
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
Mortgage loans held for sale (a)
|
5.6
|
|
|
0.6
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
8.4
|
|
|
7.8
|
|
|||||||
|
Level 3 Assets at Fair Value for the Year Ended September 30, 2017
|
||||||||||||||||||||||||||
|
Balance at
September 30, 2016 |
|
Net realized and unrealized gains (losses)
|
|
Purchases
|
|
Sales and Settlements
|
|
Principal Reductions
|
|
Net transfers to (out of) Level 3
|
|
Balance at
September 30, 2017 |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Debt securities collateralized by residential real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.8
|
|
Mortgage loans held for sale (a)
|
6.8
|
|
|
1.3
|
|
|
—
|
|
|
(13.4
|
)
|
|
—
|
|
|
10.9
|
|
|
5.6
|
|
(a)
|
The Company typically elects the fair value option upon origination for mortgage loans held for sale. Interest income earned on mortgage loans held for sale is based on contractual interest rates and included in other income. Mortgage loans held for sale valued using Level 3 inputs at
September 30, 2018
and
2017
include
$7.8 million
and
$5.6 million
, respectively, of loans for which the Company elected the fair value option upon origination and did not sell into the secondary market. Mortgage loans held for sale totaling
$8.4 million
and
$10.9 million
were transferred to Level 3 during fiscal
2018
and
2017
, respectively, due to significant unobservable inputs used in determining the fair value of these loans. The fair value of these mortgage loans held for sale is generally calculated considering pricing in the secondary market and adjusted for the value of the underlying collateral, including interest rate risk, liquidity risk and prepayment risk. The Company plans to sell these loans as market conditions permit.
|
(b)
|
Fair value measurements of these derivatives represent changes in fair value, as calculated by reference to quoted prices for similar assets, and are reflected in the balance sheet as other assets or accrued expenses and other liabilities. Changes in the fair value of these derivatives are included in revenues in the consolidated statements of operations.
|
(c)
|
In
August 2018
, the Company sold
$4.9 million
of its debt securities to a third party for
$7.3 million
. The resulting gain of
$2.4 million
on the sale is included in other income in the consolidated statement of operations for fiscal 2018.
|
|
|
|
Fair Value at September 30,
|
||||||
|
Balance Sheet Location
|
|
2018
|
|
2017
|
||||
|
|
|
Level 3
|
||||||
|
|
|
(In millions)
|
||||||
Inventory held and used (a) (b)
|
Inventories
|
|
$
|
4.4
|
|
|
$
|
33.4
|
|
Inventory available for sale (a) (c)
|
Inventories
|
|
1.4
|
|
|
1.2
|
|
||
Mortgage loans held for sale (a) (d)
|
Mortgage loans held for sale
|
|
2.9
|
|
|
0.6
|
|
||
Other mortgage loans (a) (e)
|
Other assets
|
|
1.0
|
|
|
1.4
|
|
(a)
|
The fair values included in the table above represent only those assets whose carrying values were adjusted to fair value as a result of impairment in the respective period and were held at the end of the period.
|
(b)
|
In performing its impairment analysis of communities, discount rates ranging from
12%
to
18%
were used in the periods presented.
|
(c)
|
The fair value of inventory available for sale was determined based on recent offers received from outside third parties, comparable sales or actual contracts.
|
(d)
|
These mortgage loans have some degree of impairment affecting their marketability and are valued at the lower of carrying value or fair value. When available, quoted prices in the secondary market are used to determine fair value (Level 2); otherwise, a cash flow valuation model is used to determine fair value (Level 3).
|
(e)
|
The fair values of other mortgage loans was determined based on the value of the underlying collateral.
|
|
Carrying Value
|
|
Fair Value at September 30, 2018
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Cash and cash equivalents (a)
|
$
|
1,473.1
|
|
|
$
|
1,473.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,473.1
|
|
Restricted cash (a)
|
32.9
|
|
|
32.9
|
|
|
—
|
|
|
—
|
|
|
32.9
|
|
|||||
Notes payable (b) (c)
|
3,203.5
|
|
|
—
|
|
|
2,602.6
|
|
|
642.2
|
|
|
3,244.8
|
|
|
Carrying Value
|
|
Fair Value at September 30, 2017
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Cash and cash equivalents (a)
|
$
|
1,007.8
|
|
|
$
|
1,007.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,007.8
|
|
Restricted cash (a)
|
16.5
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|||||
Notes payable (b) (c)
|
2,871.6
|
|
|
—
|
|
|
2,584.1
|
|
|
431.1
|
|
|
3,015.2
|
|
(a)
|
The fair values of cash, cash equivalents and restricted cash approximate their carrying values due to their short-term nature and are classified as Level 1 within the fair value hierarchy.
|
(b)
|
The fair value of the senior notes is determined based on quoted prices, which is classified as Level 2 within the fair value hierarchy.
|
(c)
|
The fair values of other secured notes and borrowings on the revolving credit facilities and the mortgage repurchase facility approximate carrying value due to their short-term nature or floating interest rate terms, as applicable, and are classified as Level 3 within the fair value hierarchy.
|
|
Fiscal 2018
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Revenues
|
$
|
3,332.7
|
|
|
$
|
3,794.7
|
|
|
$
|
4,435.3
|
|
|
$
|
4,505.2
|
|
Income before income taxes
|
391.2
|
|
|
444.8
|
|
|
616.2
|
|
|
607.7
|
|
||||
Income tax expense (a)
|
202.4
|
|
|
94.0
|
|
|
162.5
|
|
|
138.8
|
|
||||
Net income
|
188.8
|
|
|
350.8
|
|
|
453.7
|
|
|
468.9
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
2.8
|
|
||||
Net income attributable to D.R. Horton, Inc.
|
189.3
|
|
|
351.0
|
|
|
453.8
|
|
|
466.1
|
|
||||
Basic net income per common share attributable to D.R. Horton, Inc.
|
0.50
|
|
|
0.93
|
|
|
1.20
|
|
|
1.24
|
|
||||
Diluted net income per common share attributable to D.R. Horton, Inc.
|
0.49
|
|
|
0.91
|
|
|
1.18
|
|
|
1.22
|
|
|
Fiscal 2017
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Revenues
|
$
|
2,904.2
|
|
|
$
|
3,251.3
|
|
|
$
|
3,776.4
|
|
|
$
|
4,159.1
|
|
Income before income taxes
|
318.1
|
|
|
353.9
|
|
|
444.5
|
|
|
485.5
|
|
||||
Income tax expense
|
111.2
|
|
|
124.7
|
|
|
155.5
|
|
|
172.3
|
|
||||
Net income attributable to D.R. Horton, Inc.
|
206.9
|
|
|
229.2
|
|
|
289.0
|
|
|
313.2
|
|
||||
Basic net income per common share attributable to D.R. Horton, Inc.
|
0.55
|
|
|
0.61
|
|
|
0.77
|
|
|
0.84
|
|
||||
Diluted net income per common share attributable to D.R. Horton, Inc.
|
0.55
|
|
|
0.60
|
|
|
0.76
|
|
|
0.82
|
|
(a)
|
Income tax expense in the first quarter of fiscal 2018 includes additional expense of
$108.7 million
due to remeasurement of the Company’s net deferred tax assets as a result of the Tax Act.
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
908.1
|
|
|
$
|
158.7
|
|
|
$
|
406.3
|
|
|
$
|
—
|
|
|
$
|
1,473.1
|
|
Restricted cash
|
6.6
|
|
|
2.0
|
|
|
24.3
|
|
|
—
|
|
|
32.9
|
|
|||||
Investment in subsidiaries
|
6,344.9
|
|
|
—
|
|
|
—
|
|
|
(6,344.9
|
)
|
|
—
|
|
|||||
Inventories
|
4,037.1
|
|
|
5,824.1
|
|
|
545.0
|
|
|
(11.2
|
)
|
|
10,395.0
|
|
|||||
Investment in unconsolidated entities
|
—
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
|
11.0
|
|
|||||
Mortgage loans held for sale
|
—
|
|
|
—
|
|
|
796.4
|
|
|
—
|
|
|
796.4
|
|
|||||
Deferred income taxes, net
|
69.2
|
|
|
105.0
|
|
|
17.3
|
|
|
2.5
|
|
|
194.0
|
|
|||||
Property and equipment, net
|
111.2
|
|
|
66.1
|
|
|
230.7
|
|
|
(6.9
|
)
|
|
401.1
|
|
|||||
Other assets
|
306.6
|
|
|
361.3
|
|
|
79.2
|
|
|
(45.2
|
)
|
|
701.9
|
|
|||||
Goodwill
|
—
|
|
|
80.0
|
|
|
29.2
|
|
|
—
|
|
|
109.2
|
|
|||||
Intercompany receivables
|
246.2
|
|
|
27.3
|
|
|
—
|
|
|
(273.5
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
12,029.9
|
|
|
$
|
6,624.5
|
|
|
$
|
2,139.4
|
|
|
$
|
(6,679.2
|
)
|
|
$
|
14,114.6
|
|
LIABILITIES & EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and other liabilities
|
$
|
590.8
|
|
|
$
|
1,000.4
|
|
|
$
|
210.1
|
|
|
$
|
(49.1
|
)
|
|
$
|
1,752.2
|
|
Intercompany payables
|
—
|
|
|
—
|
|
|
273.5
|
|
|
(273.5
|
)
|
|
—
|
|
|||||
Notes payable
|
2,443.9
|
|
|
2.1
|
|
|
757.5
|
|
|
—
|
|
|
3,203.5
|
|
|||||
Total Liabilities
|
3,034.7
|
|
|
1,002.5
|
|
|
1,241.1
|
|
|
(322.6
|
)
|
|
4,955.7
|
|
|||||
Stockholders’ equity
|
8,995.2
|
|
|
5,622.0
|
|
|
722.8
|
|
|
(6,355.6
|
)
|
|
8,984.4
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
175.5
|
|
|
(1.0
|
)
|
|
174.5
|
|
|||||
Total Equity
|
8,995.2
|
|
|
5,622.0
|
|
|
898.3
|
|
|
(6,356.6
|
)
|
|
9,158.9
|
|
|||||
Total Liabilities & Equity
|
$
|
12,029.9
|
|
|
$
|
6,624.5
|
|
|
$
|
2,139.4
|
|
|
$
|
(6,679.2
|
)
|
|
$
|
14,114.6
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
780.9
|
|
|
$
|
154.5
|
|
|
$
|
72.4
|
|
|
$
|
—
|
|
|
$
|
1,007.8
|
|
Restricted cash
|
7.8
|
|
|
1.5
|
|
|
7.2
|
|
|
—
|
|
|
16.5
|
|
|||||
Investment in subsidiaries
|
4,812.6
|
|
|
—
|
|
|
—
|
|
|
(4,812.6
|
)
|
|
—
|
|
|||||
Inventories
|
3,540.4
|
|
|
5,579.9
|
|
|
116.8
|
|
|
—
|
|
|
9,237.1
|
|
|||||
Mortgage loans held for sale
|
—
|
|
|
—
|
|
|
587.3
|
|
|
—
|
|
|
587.3
|
|
|||||
Deferred income taxes, net
|
138.5
|
|
|
223.6
|
|
|
2.9
|
|
|
—
|
|
|
365.0
|
|
|||||
Property and equipment, net
|
104.8
|
|
|
59.7
|
|
|
166.3
|
|
|
(5.8
|
)
|
|
325.0
|
|
|||||
Other assets
|
245.5
|
|
|
259.7
|
|
|
60.7
|
|
|
—
|
|
|
565.9
|
|
|||||
Goodwill
|
—
|
|
|
80.0
|
|
|
—
|
|
|
—
|
|
|
80.0
|
|
|||||
Intercompany receivables
|
1,047.7
|
|
|
—
|
|
|
—
|
|
|
(1,047.7
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
10,678.2
|
|
|
$
|
6,358.9
|
|
|
$
|
1,013.6
|
|
|
$
|
(5,866.1
|
)
|
|
$
|
12,184.6
|
|
LIABILITIES & EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and other liabilities
|
$
|
483.9
|
|
|
$
|
956.9
|
|
|
$
|
126.6
|
|
|
$
|
(2.0
|
)
|
|
$
|
1,565.4
|
|
Intercompany payables
|
—
|
|
|
732.2
|
|
|
315.5
|
|
|
(1,047.7
|
)
|
|
—
|
|
|||||
Notes payable
|
2,443.4
|
|
|
8.2
|
|
|
420.0
|
|
|
—
|
|
|
2,871.6
|
|
|||||
Total Liabilities
|
2,927.3
|
|
|
1,697.3
|
|
|
862.1
|
|
|
(1,049.7
|
)
|
|
4,437.0
|
|
|||||
Stockholders’ equity
|
7,750.9
|
|
|
4,661.6
|
|
|
151.0
|
|
|
(4,816.4
|
)
|
|
7,747.1
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Total Equity
|
7,750.9
|
|
|
4,661.6
|
|
|
151.5
|
|
|
(4,816.4
|
)
|
|
7,747.6
|
|
|||||
Total Liabilities & Equity
|
$
|
10,678.2
|
|
|
$
|
6,358.9
|
|
|
$
|
1,013.6
|
|
|
$
|
(5,866.1
|
)
|
|
$
|
12,184.6
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Revenues
|
$
|
5,835.0
|
|
|
$
|
9,795.7
|
|
|
$
|
488.0
|
|
|
$
|
(50.7
|
)
|
|
$
|
16,068.0
|
|
Cost of sales
|
4,612.5
|
|
|
7,752.5
|
|
|
74.9
|
|
|
(41.8
|
)
|
|
12,398.1
|
|
|||||
Selling, general and administrative expense
|
665.6
|
|
|
676.1
|
|
|
335.1
|
|
|
—
|
|
|
1,676.8
|
|
|||||
Equity in earnings of unconsolidated entities
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
2.5
|
|
|
(2.8
|
)
|
|||||
Gain on sale of assets
|
(2.4
|
)
|
|
—
|
|
|
(16.4
|
)
|
|
—
|
|
|
(18.8
|
)
|
|||||
Other (income) expense
|
(6.0
|
)
|
|
(0.2
|
)
|
|
(39.1
|
)
|
|
—
|
|
|
(45.3
|
)
|
|||||
Income before income taxes
|
565.3
|
|
|
1,367.3
|
|
|
138.8
|
|
|
(11.4
|
)
|
|
2,060.0
|
|
|||||
Income tax expense
|
167.9
|
|
|
406.1
|
|
|
27.1
|
|
|
(3.4
|
)
|
|
597.7
|
|
|||||
Equity in net income of subsidiaries, net of tax
|
1,069.7
|
|
|
—
|
|
|
—
|
|
|
(1,069.7
|
)
|
|
—
|
|
|||||
Net income
|
1,467.1
|
|
|
961.2
|
|
|
111.7
|
|
|
(1,077.7
|
)
|
|
1,462.3
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.1
|
|
|
(1.1
|
)
|
|
2.0
|
|
|||||
Net income attributable to D.R. Horton, Inc.
|
$
|
1,467.1
|
|
|
$
|
961.2
|
|
|
$
|
108.6
|
|
|
$
|
(1,076.6
|
)
|
|
$
|
1,460.3
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Revenues
|
$
|
4,773.6
|
|
|
$
|
8,939.5
|
|
|
$
|
387.0
|
|
|
$
|
(9.1
|
)
|
|
$
|
14,091.0
|
|
Cost of sales
|
3,827.6
|
|
|
7,199.6
|
|
|
24.1
|
|
|
(8.5
|
)
|
|
11,042.8
|
|
|||||
Selling, general and administrative expense
|
584.3
|
|
|
631.0
|
|
|
256.3
|
|
|
—
|
|
|
1,471.6
|
|
|||||
Other (income) expense
|
(8.3
|
)
|
|
(1.4
|
)
|
|
(15.8
|
)
|
|
—
|
|
|
(25.5
|
)
|
|||||
Income before income taxes
|
370.0
|
|
|
1,110.3
|
|
|
122.4
|
|
|
(0.6
|
)
|
|
1,602.1
|
|
|||||
Income tax expense
|
129.4
|
|
|
388.6
|
|
|
45.9
|
|
|
(0.2
|
)
|
|
563.7
|
|
|||||
Equity in net income of subsidiaries, net of tax
|
798.2
|
|
|
—
|
|
|
—
|
|
|
(798.2
|
)
|
|
—
|
|
|||||
Net income
|
$
|
1,038.8
|
|
|
$
|
721.7
|
|
|
$
|
76.5
|
|
|
$
|
(798.6
|
)
|
|
$
|
1,038.4
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Revenues
|
$
|
3,947.5
|
|
|
$
|
7,930.3
|
|
|
$
|
295.6
|
|
|
$
|
(16.0
|
)
|
|
$
|
12,157.4
|
|
Cost of sales
|
3,163.6
|
|
|
6,357.5
|
|
|
(7.7
|
)
|
|
(10.8
|
)
|
|
9,502.6
|
|
|||||
Selling, general and administrative expense
|
503.8
|
|
|
592.7
|
|
|
223.8
|
|
|
—
|
|
|
1,320.3
|
|
|||||
Goodwill impairment
|
—
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|||||
Gain on sale of assets
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||||
Other (income) expense
|
(3.1
|
)
|
|
(3.9
|
)
|
|
(14.7
|
)
|
|
—
|
|
|
(21.7
|
)
|
|||||
Income before income taxes
|
287.7
|
|
|
976.8
|
|
|
94.2
|
|
|
(5.2
|
)
|
|
1,353.5
|
|
|||||
Income tax expense
|
98.6
|
|
|
334.9
|
|
|
35.5
|
|
|
(1.8
|
)
|
|
467.2
|
|
|||||
Equity in net income of subsidiaries, net of tax
|
700.6
|
|
|
—
|
|
|
—
|
|
|
(700.6
|
)
|
|
—
|
|
|||||
Net income
|
$
|
889.7
|
|
|
$
|
641.9
|
|
|
$
|
58.7
|
|
|
$
|
(704.0
|
)
|
|
$
|
886.3
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities
|
$
|
195.0
|
|
|
$
|
903.8
|
|
|
$
|
(445.9
|
)
|
|
$
|
(107.7
|
)
|
|
$
|
545.2
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenditures for property and equipment
|
(34.5
|
)
|
|
(30.3
|
)
|
|
(3.3
|
)
|
|
—
|
|
|
(68.1
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
292.9
|
|
|
—
|
|
|
292.9
|
|
|||||
Expenditures related to multi-family rental properties
|
—
|
|
|
—
|
|
|
(81.8
|
)
|
|
11.6
|
|
|
(70.2
|
)
|
|||||
Decrease (increase) in restricted cash
|
1.2
|
|
|
(0.5
|
)
|
|
(17.1
|
)
|
|
—
|
|
|
(16.4
|
)
|
|||||
Return of investment in unconsolidated entities
|
—
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||||
Net principal increase of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Proceeds from debt securities collateralized by residential real estate
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|||||
Intercompany advances
|
801.8
|
|
|
—
|
|
|
—
|
|
|
(801.8
|
)
|
|
—
|
|
|||||
Payments related to business acquisitions, net of cash acquired
|
(561.0
|
)
|
|
—
|
|
|
401.8
|
|
|
—
|
|
|
(159.2
|
)
|
|||||
Net cash provided by (used in) investing activities
|
214.8
|
|
|
(30.8
|
)
|
|
608.8
|
|
|
(790.2
|
)
|
|
2.6
|
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from notes payable
|
2,162.1
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
2,163.5
|
|
|||||
Repayment of notes payable
|
(2,165.9
|
)
|
|
(5.2
|
)
|
|
(10.6
|
)
|
|
—
|
|
|
(2,181.7
|
)
|
|||||
Advances on mortgage repurchase facility, net
|
—
|
|
|
—
|
|
|
217.7
|
|
|
—
|
|
|
217.7
|
|
|||||
Intercompany advances
|
—
|
|
|
(863.6
|
)
|
|
61.8
|
|
|
801.8
|
|
|
—
|
|
|||||
Proceeds from stock associated with certain employee benefit plans
|
47.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.4
|
|
|||||
Cash paid for shares withheld for taxes
|
(10.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|||||
Cash dividends paid
|
(188.4
|
)
|
|
—
|
|
|
(96.1
|
)
|
|
96.1
|
|
|
(188.4
|
)
|
|||||
Repurchases of common stock
|
(127.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127.5
|
)
|
|||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(282.6
|
)
|
|
(868.8
|
)
|
|
171.0
|
|
|
897.9
|
|
|
(82.5
|
)
|
|||||
Increase in cash and cash equivalents
|
127.2
|
|
|
4.2
|
|
|
333.9
|
|
|
—
|
|
|
465.3
|
|
|||||
Cash and cash equivalents at beginning of year
|
780.9
|
|
|
154.5
|
|
|
72.4
|
|
|
—
|
|
|
1,007.8
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
908.1
|
|
|
$
|
158.7
|
|
|
$
|
406.3
|
|
|
$
|
—
|
|
|
$
|
1,473.1
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash (used in) provided by operating activities
|
$
|
(283.2
|
)
|
|
$
|
721.0
|
|
|
$
|
115.0
|
|
|
$
|
(112.6
|
)
|
|
$
|
440.2
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenditures for property and equipment
|
(54.2
|
)
|
|
(26.2
|
)
|
|
(22.3
|
)
|
|
—
|
|
|
(102.7
|
)
|
|||||
Expenditures related to multi-family rental properties
|
—
|
|
|
—
|
|
|
(63.7
|
)
|
|
9.1
|
|
|
(54.6
|
)
|
|||||
(Increase) decrease in restricted cash
|
(0.4
|
)
|
|
0.6
|
|
|
(7.2
|
)
|
|
—
|
|
|
(7.0
|
)
|
|||||
Net principal decrease of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Purchases of debt securities collateralized by residential real estate
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|||||
Intercompany advances
|
561.7
|
|
|
—
|
|
|
—
|
|
|
(561.7
|
)
|
|
—
|
|
|||||
Payments related to business acquisitions
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|||||
Net cash provided by (used in) investing activities
|
494.2
|
|
|
(25.6
|
)
|
|
(87.0
|
)
|
|
(552.6
|
)
|
|
(171.0
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from notes payable
|
835.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
835.0
|
|
|||||
Repayment of notes payable
|
(1,187.2
|
)
|
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
(1,192.3
|
)
|
|||||
Payments on mortgage repurchase facility, net
|
—
|
|
|
—
|
|
|
(53.0
|
)
|
|
—
|
|
|
(53.0
|
)
|
|||||
Intercompany advances
|
—
|
|
|
(689.8
|
)
|
|
128.1
|
|
|
561.7
|
|
|
—
|
|
|||||
Proceeds from stock associated with certain employee benefit plans
|
46.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.7
|
|
|||||
Excess income tax benefit from employee stock awards
|
14.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
|||||
Cash paid for shares withheld for taxes
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|||||
Cash dividends paid
|
(149.6
|
)
|
|
—
|
|
|
(103.5
|
)
|
|
103.5
|
|
|
(149.6
|
)
|
|||||
Repurchases of common stock
|
(60.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.6
|
)
|
|||||
Net cash used in financing activities
|
(506.5
|
)
|
|
(694.9
|
)
|
|
(28.4
|
)
|
|
665.2
|
|
|
(564.6
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(295.5
|
)
|
|
0.5
|
|
|
(0.4
|
)
|
|
—
|
|
|
(295.4
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
1,076.4
|
|
|
154.0
|
|
|
72.8
|
|
|
—
|
|
|
1,303.2
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
780.9
|
|
|
$
|
154.5
|
|
|
$
|
72.4
|
|
|
$
|
—
|
|
|
$
|
1,007.8
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities
|
$
|
121.0
|
|
|
$
|
596.7
|
|
|
$
|
(16.0
|
)
|
|
$
|
(77.8
|
)
|
|
$
|
623.9
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenditures for property and equipment
|
(40.7
|
)
|
|
(14.3
|
)
|
|
(23.1
|
)
|
|
—
|
|
|
(78.1
|
)
|
|||||
Expenditures related to multi-family rental properties
|
—
|
|
|
—
|
|
|
(24.0
|
)
|
|
16.0
|
|
|
(8.0
|
)
|
|||||
Decrease in restricted cash
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Net principal decrease of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
19.7
|
|
|
—
|
|
|
19.7
|
|
|||||
Proceeds from debt securities collateralized by residential real estate
|
35.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|||||
Intercompany advances
|
409.9
|
|
|
—
|
|
|
—
|
|
|
(409.9
|
)
|
|
—
|
|
|||||
Payments related to business acquisitions
|
(82.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.2
|
)
|
|||||
Net cash provided by (used in) investing activities
|
322.8
|
|
|
(14.1
|
)
|
|
(27.4
|
)
|
|
(393.9
|
)
|
|
(112.6
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of notes payable
|
(542.9
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(544.8
|
)
|
|||||
Payments on mortgage repurchase facility, net
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
|||||
Intercompany advances
|
—
|
|
|
(521.3
|
)
|
|
111.4
|
|
|
409.9
|
|
|
—
|
|
|||||
Proceeds from stock associated with certain employee benefit plans
|
72.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72.4
|
|
|||||
Excess income tax benefit from employee stock awards
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Cash paid for shares withheld for taxes
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|||||
Cash dividends paid
|
(118.7
|
)
|
|
—
|
|
|
(61.8
|
)
|
|
61.8
|
|
|
(118.7
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(585.1
|
)
|
|
(523.2
|
)
|
|
44.7
|
|
|
471.7
|
|
|
(591.9
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(141.3
|
)
|
|
59.4
|
|
|
1.3
|
|
|
—
|
|
|
(80.6
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
1,217.7
|
|
|
94.6
|
|
|
71.5
|
|
|
—
|
|
|
1,383.8
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
1,076.4
|
|
|
$
|
154.0
|
|
|
$
|
72.8
|
|
|
$
|
—
|
|
|
$
|
1,303.2
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
(a)
Number of Shares to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
|
(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
|
||||
Plan Category
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by stockholders
|
11,644,881
|
|
(1)
|
|
$
|
17.25
|
|
(2)
|
|
21,555,619
|
|
(3)
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
|
n/a
|
|
|
|
—
|
|
|
|
Total
|
11,644,881
|
|
|
|
$
|
17.25
|
|
|
|
21,555,619
|
|
|
(1)
|
Amount includes outstanding stock option and restricted stock unit awards. The number of outstanding performance-based restricted stock unit awards is based on the target number of units granted.
|
(2)
|
Amount reflects the weighted average exercise price with respect to outstanding stock options and does not take into account outstanding restricted stock units, which do not have an exercise price.
|
(3)
|
Amount includes
3,100,740
shares reserved for issuance under the Company’s Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan, employees purchased
114,340
shares of common stock in fiscal
2018
.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
2.1
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
Exhibit Number
|
|
Exhibit
|
|
|
|
|
|
10.6
|
†
|
|
|
10.7
|
†
|
|
|
10.8
|
†
|
|
|
10.9
|
†
|
|
|
10.10
|
†
|
|
|
10.11
|
†
|
|
|
10.12
|
†
|
|
|
10.13
|
†
|
|
|
10.14
|
†
|
|
|
10.15
|
†
|
|
|
10.16
|
†
|
|
|
10.17
|
†
|
|
|
10.18
|
†
|
|
D.R. Horton, Inc. Supplemental Executive Retirement Plan No. 1 (incorporated by reference from the Registrant’s Transitional Report on Form 10-K for the period from January 1, 1993 to September 30, 1993, filed with the SEC on December 28, 1993 (file number 1-14122)).
|
10.19
|
†
|
|
Exhibit Number
|
|
Exhibit
|
|
|
|
|
|
10.20
|
†
|
|
|
10.21
|
†
|
|
|
10.22
|
†
|
|
|
10.23
|
†
|
|
|
10.24
|
†
|
|
|
10.25
|
†
|
|
|
10.26
|
†
|
|
|
10.27
|
†
|
|
|
10.28
|
|
|
|
10.29
|
|
|
|
10.30
|
|
|
|
10.31
|
|
|
|
10.32
|
|
|
|
10.33
|
|
|
|
10.34
|
|
|
Exhibit Number
|
|
Exhibit
|
|
|
|
|
|
10.35
|
|
|
|
10.36
|
|
|
|
10.37
|
|
|
|
10.38
|
|
|
|
10.39
|
|
|
|
10.40
|
|
|
|
10.41
|
|
|
|
10.42
|
|
|
|
10.43
|
|
|
|
10.44
|
|
|
|
10.45
|
|
|
|
10.46
|
|
|
Exhibit Number
|
|
Exhibit
|
|
|
|
|
|
10.47
|
|
|
|
14.1
|
|
|
Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers (**)
|
21.1
|
|
|
|
23.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101
|
|
|
The following financial statements from D.R. Horton, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2018, filed on November 16, 2018, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Total Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. (*)
|
ITEM 16.
|
10-K SUMMARY
|
|
|
|
D.R. Horton, Inc.
|
|
|
|
|
|
|
Date:
|
November 16, 2018
|
|
By:
|
/s/ Bill W. Wheat
|
|
|
|
|
Bill W. Wheat
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
||
/s/ David V. Auld
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
November 16, 2018
|
||
David V. Auld
|
|
|
|
|||
|
|
|
|
|
||
/s/ Bill W. Wheat
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
November 16, 2018
|
||
Bill W. Wheat
|
|
|
|
|||
|
|
|
|
|
||
/s/ Donald R. Horton
|
|
Chairman of the Board and Director
|
|
November 16, 2018
|
||
Donald R. Horton
|
|
|
|
|||
|
|
|
|
|
||
/s/ Barbara K. Allen
|
|
Director
|
|
November 16, 2018
|
||
Barbara K. Allen
|
|
|
|
|||
|
|
|
|
|
||
/s/ Brad S. Anderson
|
|
Director
|
|
November 16, 2018
|
||
Brad S. Anderson
|
|
|
|
|||
|
|
|
|
|
||
/s/ Michael R. Buchanan
|
|
Director
|
|
November 16, 2018
|
||
Michael R. Buchanan
|
|
|
|
|||
|
|
|
|
|
||
/s/ Michael W. Hewatt
|
|
Director
|
|
November 16, 2018
|
||
Michael W. Hewatt
|
|
|
|
|
|
|
|
Annual Base Salary
|
|
Annual Incentive Bonus
|
Name
|
|
Office
|
|
Fiscal 2019
|
|
Fiscal 2019
|
Donald R. Horton
|
|
Chairman of the Board
|
|
$1,000,000
|
|
See Below
|
David V. Auld
|
|
President and CEO
|
|
$700,000
|
|
See Below
|
Michael J. Murray
|
|
Executive Vice President and COO
|
|
$500,000
|
|
See Below
|
(1)
|
Up to
0.6%
of Pre-Tax Income of the Company for the six-month period ending
March 31, 2019
, and
|
(2)
|
Up to
0.6%
of Pre-Tax Income of the Company for the six-month period ending
September 30, 2019
.
|
(1)
|
Up to
0.4%
of Pre-Tax Income of the Company for the six-month period ending
March 31, 2019
, and
|
(2)
|
Up to
0.4%
of Pre-Tax Income of the Company for the six-month period ending
September 30, 2019
.
|
(1)
|
Up to
0.15%
of Pre-Tax Income of the Company for the six-month period ending
March 31, 2019
, and
|
(2)
|
Up to
0.15%
of Pre-Tax Income of the Company for the six-month period ending
September 30, 2019
.
|
Name
|
|
Office
|
|
Target Number of Performance
Restricted Stock Units
|
Donald R. Horton
|
|
Chairman of the Board
|
|
200,000
|
David V. Auld
|
|
President and CEO
|
|
100,000
|
Michael J. Murray
|
|
Executive Vice President and COO
|
|
30,000
|
|
|
|
|
Annual Base Salary
|
|
Discretionary Bonus
|
Name
|
|
Office
|
|
Fiscal 2019
|
|
Fiscal 2019
|
Bill W. Wheat
|
|
Executive Vice President and CFO
|
|
$500,000
|
|
See Below
|
Name
|
|
Office
|
|
Target Number of Performance
Restricted Stock Units
|
Bill W. Wheat
|
|
Executive Vice President and CFO
|
|
30,000
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
|
|
|
|
|
ANN & 215, LLC
|
|
Delaware
|
|
|
Austin Data, Inc.
|
|
Texas
|
|
|
BP456, Inc.
|
|
Delaware
|
|
|
C. Richard Dobson Builders, Inc.
|
|
Virginia
|
|
Dobson Builders
|
Cane Island, LLC
|
|
Delaware
|
|
|
CH Funding, LLC
|
|
Delaware
|
|
|
CH Investments of Texas, Inc.
|
|
Delaware
|
|
|
CHI Construction Company
|
|
Arizona
|
|
|
CHM Partners, L.P.
|
|
Texas
|
|
|
CHTEX of Texas, Inc.
|
|
Delaware
|
|
|
The Club at Cobblestone, LLC
|
|
Delaware
|
|
|
The Club at Hidden River, LLC
|
|
Delaware
|
|
|
Continental Homes, Inc.
|
|
Delaware
|
|
Astante Luxury Communities; Astante Luxury Homes; D.R. Horton - Astante Series; D.R. Horton - Continental Series; Traditions; Traditions - D.R. Horton
|
Continental Homes of Texas, L.P.
|
|
Texas
|
|
D.R. Horton Homes; D.R. Horton America’s Builder; Emerald Homes; Express Homes; Freedom Homes
|
Continental Residential, Inc.
|
|
California
|
|
Continental Homes; D.R. Horton America’s Builder; Horton Continental; Emerald Homes; Freedom Homes
|
Continental Traditions, LLC
|
|
Arizona
|
|
|
Crown Operating Company, Inc.
|
|
Delaware
|
|
|
CV Mountain View 25 Inv, LLC
|
|
Delaware
|
|
|
Cypress Road, L.P.
|
|
California
|
|
|
Desert Ridge Phase I Partners
|
|
Arizona
|
|
|
DHI Communities, Inc.
|
|
Delaware
|
|
DHI Communities
|
DHI Communities II, LLC
|
|
Delaware
|
|
DHI Communities
|
DHI Communities Construction, LLC
|
|
Delaware
|
|
|
DHI Communities Construction of Arizona, LLC
|
|
Delaware
|
|
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
DHI Communities Construction of Florida, LLC
|
|
Delaware
|
|
|
DHI Communities Construction of Texas, LLC
|
|
Delaware
|
|
|
DHI Engineering, LLC
|
|
Delaware
|
|
|
DHI Insurance, Inc.
|
|
Vermont
|
|
|
DHI Mortgage Company
|
|
Colorado
|
|
CH Mortgage Company
|
DHI Mortgage Company GP, Inc.
|
|
Delaware
|
|
|
DHI Mortgage Company LP, Inc.
|
|
Delaware
|
|
|
DHI Mortgage Company, Ltd.
|
|
Texas
|
|
CH Mortgage I, Ltd., CH Mortgage Company I, Limited Partnership.; CH Mortgage Company I, Ltd., L.P.; DHI Mortgage Company Ltd., Limited; DHI Mortgage Company Ltd., Limited Partnership; DHI Mortgage, Limited Partnership
|
DHI Ranch, Ltd.
|
|
Texas
|
|
|
DHI Title GP, Inc.
|
|
Texas
|
|
|
DHI Title LP, Inc.
|
|
Delaware
|
|
|
DHI Title of Alabama, Inc.
|
|
Alabama
|
|
DHI Title of Mississippi
|
DHI Title of Arizona, Inc.
|
|
Arizona
|
|
DHI Title Agency
|
DHI Title of Florida, Inc.
|
|
Florida
|
|
|
DHI Title of Minnesota, Inc.
|
|
Delaware
|
|
DHI Title of Hawaii; DHI Title of Louisiana
|
DHI Title of Nevada, Inc.
|
|
Delaware
|
|
|
DHI Title of Texas, Ltd.
|
|
Texas
|
|
|
DHI Verandah South Shores Communities, LLC
|
|
Delaware
|
|
D.R. Horton
|
DHIC, LLC
|
|
Delaware
|
|
|
DHIC - Bridges, LLC
|
|
Delaware
|
|
DHI Communities
|
DHIC - Desert Peak, LLC
|
|
Delaware
|
|
DHI Communities
|
DHIC - Freestone, LLC
|
|
Delaware
|
|
|
DHIC - Jacob’s Reserve, LLC
|
|
Delaware
|
|
DHI Communities
|
DHIC - Minton Cove, LLC
|
|
Delaware
|
|
DHI Communities
|
DHIC - Prairie Village, LLC
|
|
Delaware
|
|
DHI Communities
|
DHIC - Tamarron, LLC
|
|
Delaware
|
|
DHI Communities
|
DHIC - Waterleigh, LLC
|
|
Delaware
|
|
DHI Communities
|
DHIC - Westridge, LLC
|
|
Delaware
|
|
DHI Communities
|
D.R. Horton - CHAustin, LLC
|
|
Delaware
|
|
|
D.R. Horton - Colorado, LLC
|
|
Delaware
|
|
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
D.R. Horton - Crown, LLC
|
|
Delaware
|
|
Crown Communities
|
D.R. Horton - Emerald, Ltd.
|
|
Texas
|
|
|
D.R. Horton - Georgia, LLC
|
|
Delaware
|
|
|
D.R. Horton - Highland, LLC
|
|
Delaware
|
|
|
D.R. Horton - Indiana, LLC
|
|
Delaware
|
|
|
D.R. Horton - Iowa, LLC
|
|
Delaware
|
|
|
D.R. Horton - MV, LLC
|
|
Delaware
|
|
|
D.R. Horton - Permian, LLC
|
|
Delaware
|
|
|
D.R. Horton - Regent, LLC
|
|
Delaware
|
|
|
D.R. Horton - Schuler Homes, LLC
|
|
Delaware
|
|
Emerald Homes; Express Homes; Freedom Homes
|
D.R. Horton - Terramor, LLC
|
|
Delaware
|
|
|
D.R. Horton - Texas, Ltd.
|
|
Texas
|
|
D.R. Horton - Texas, Ltd. LP; Emerald Homes; Express Homes
|
D.R. Horton - WPH, LLC
|
|
Delaware
|
|
|
D.R. Horton, Inc. - Birmingham
|
|
Alabama
|
|
Express Homes
|
D.R. Horton, Inc. - Chicago
|
|
Delaware
|
|
|
D.R. Horton, Inc. - Denver
|
|
Delaware
|
|
Trimark Communities; D.R. Horton - Trimark Series
|
D.R. Horton, Inc. - Dietz-Crane
|
|
Delaware
|
|
|
D.R. Horton, Inc. - Greensboro
|
|
Delaware
|
|
|
D.R. Horton, Inc. - Gulf Coast
|
|
Delaware
|
|
|
D.R. Horton, Inc. - Huntsville
|
|
Delaware
|
|
Emerald Homes; Express Homes
|
D.R. Horton, Inc. - Jacksonville
|
|
Delaware
|
|
Continental Homes; Continental Homes - Jacksonville; Emerald Homes; Express Homes; Freedom Homes
|
D.R. Horton, Inc. - Louisville
|
|
Delaware
|
|
|
D.R. Horton, Inc. - Midwest
|
|
California
|
|
Cambridge Homes; Emerald Homes; Express Homes; Express Homes of Illinois; Freedom Homes; Freedom Homes of Illinois
|
D.R. Horton, Inc. - Minnesota
|
|
Delaware
|
|
Emerald Homes; Express Homes; Freedom Homes
|
D.R. Horton, Inc. - New Jersey
|
|
Delaware
|
|
D.R. Horton; D.R. Horton, Northeast Division; D.R. Horton, Mid-Atlantic Division; Emerald Homes; Emerald Homes of Pennsylvania; Express Homes; Express Homes of Pennsylvania; Freedom Homes; Freedom Homes of Pennsylvania
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
D.R. Horton, Inc. - Portland
|
|
Delaware
|
|
D.R. Horton America’s Builder; Emerald Homes; Express Homes; Express Homes of Oregon; Freedom Homes
|
D.R. Horton, Inc. - Torrey
|
|
Delaware
|
|
Torrey Homes
|
D.R. Horton, Inc. Foundation
|
|
Texas
|
|
|
D.R. Horton BAY, Inc.
|
|
Delaware
|
|
D.R. Horton America’s Builder; Emerald Homes; Express Homes
|
D.R. Horton CA2, Inc.
|
|
California
|
|
D.R. Horton America’s Builder; Emerald Homes; Express Homes
|
D.R. Horton CA3, Inc.
|
|
Delaware
|
|
D.R. Horton America’s Builder; Emerald Homes; Express Homes; Freedom Homes
|
D.R. Horton CA4, LLC
|
|
Delaware
|
|
|
D.R. Horton Commercial, Inc.
|
|
Delaware
|
|
|
D.R. Horton Cruces Construction, Inc.
|
|
Delaware
|
|
|
D.R. Horton Insurance Agency, Inc.
|
|
Texas
|
|
|
D.R. Horton LA North, Inc.
|
|
Delaware
|
|
|
D.R. Horton Life Insurance Agency, Inc.
|
|
Texas
|
|
|
D.R. Horton Los Angeles Holding Company, Inc.
|
|
California
|
|
D.R. Horton America’s Builder; Emerald Homes; Express Homes; Freedom Homes; Seabridge Marina
|
D.R. Horton Management Company, Ltd.
|
|
Texas
|
|
|
D.R. Horton Materials, Inc.
|
|
Delaware
|
|
|
D.R. Horton Realty, LLC
|
|
Delaware
|
|
|
D.R. Horton Realty of Central Florida, LLC
|
|
Delaware
|
|
|
D.R. Horton Realty of Georgia, Inc.
|
|
Delaware
|
|
|
D.R. Horton Realty of Melbourne, LLC
|
|
Delaware
|
|
|
D.R. Horton Realty of Northwest Florida, LLC
|
|
Delaware
|
|
|
D.R. Horton Realty of Southeast Florida, LLC
|
|
Delaware
|
|
|
D.R. Horton Realty of Southwest Florida, LLC
|
|
Delaware
|
|
|
D.R. Horton Realty of Tampa, LLC
|
|
Delaware
|
|
|
D.R. Horton Seabridge Marina, Inc.
|
|
Delaware
|
|
|
D.R. Horton Serenity Construction, LLC
|
|
Delaware
|
|
|
D.R. Horton Urban Renewal, LLC
|
|
New Jersey
|
|
|
D.R. Horton VEN, Inc.
|
|
California
|
|
D.R. Horton America’s Builder; Emerald Homes
|
DRH Cambridge Homes, LLC
|
|
Delaware
|
|
|
DRH Capital Trust I
|
|
Delaware
|
|
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
DRH Capital Trust II
|
|
Delaware
|
|
|
DRH Capital Trust III
|
|
Delaware
|
|
|
DRH Colorado Realty, Inc.
|
|
Delaware
|
|
|
DRH Construction, Inc.
|
|
Delaware
|
|
|
DRH Energy, Inc.
|
|
Colorado
|
|
|
DRH Land Opportunities I, Inc.
|
|
Delaware
|
|
|
DRH Land Opportunities II, Inc.
|
|
Delaware
|
|
|
DRH FS Mortgage Reinsurance, Ltd.
|
|
Turks & Caicos
|
|
|
DRH Mountain View, LLC
|
|
Delaware
|
|
|
DRH Oil & Gas, Inc.
|
|
Delaware
|
|
|
DRH Opportunities I, Inc.
|
|
Delaware
|
|
|
DRH Properties, Inc.
|
|
Arizona
|
|
|
DRH Realty Capital, LLC
|
|
Delaware
|
|
|
DRH Realty Company, Inc.
|
|
California
|
|
CH Realty
|
DRH Regrem VII, LP
|
|
Texas
|
|
|
DRH Regrem XII, LP
|
|
Texas
|
|
|
DRH Regrem XIV, Inc.
|
|
Delaware
|
|
|
DRH Regrem XV, Inc.
|
|
Delaware
|
|
|
DRH Regrem XVI, Inc.
|
|
Delaware
|
|
|
DRH Regrem XVII, Inc.
|
|
Delaware
|
|
|
DRH Regrem XVIII, Inc.
|
|
Delaware
|
|
|
DRH Regrem XIX, Inc.
|
|
Delaware
|
|
|
DRH Regrem XX, Inc.
|
|
Delaware
|
|
|
DRH Regrem XXI, Inc.
|
|
Delaware
|
|
|
DRH Regrem XXII, Inc.
|
|
Delaware
|
|
|
DRH Regrem XXIII, Inc.
|
|
Delaware
|
|
|
DRH Regrem XXIV, Inc.
|
|
Delaware
|
|
|
DRH Regrem XXV, Inc.
|
|
Delaware
|
|
|
DRH Regrem XLI, LLC
|
|
Delaware
|
|
|
DRH Regrem XLII, LLC
|
|
Delaware
|
|
|
DRH Regrem XLIII, LLC
|
|
Delaware
|
|
|
DRH Regrem XLIV, LLC
|
|
Delaware
|
|
|
DRH Regrem XLV, LLC
|
|
Delaware
|
|
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
DRH Regrem XLVI, LLC
|
|
Delaware
|
|
|
DRH Regrem XLVII, LLC
|
|
Delaware
|
|
|
DRH Regrem XLVIII, LLC
|
|
Delaware
|
|
|
DRH Regrem XLIX, LLC
|
|
Delaware
|
|
|
DRH Regrem L, LLC
|
|
Delaware
|
|
|
DRH Regrem LI, LLC
|
|
Delaware
|
|
|
DRH Regrem LII, LLC
|
|
Delaware
|
|
|
DRH Regrem LIII, LLC
|
|
Delaware
|
|
|
DRH Regrem LIV, LLC
|
|
Delaware
|
|
|
DRH Regrem LV, LLC
|
|
Delaware
|
|
|
DRH Southwest Construction, Inc.
|
|
California
|
|
|
DRH Tucson Construction, Inc.
|
|
Delaware
|
|
|
DRHI, Inc.
|
|
Delaware
|
|
Express Homes
|
Emerald Creek No. 4, L.P.
|
|
Texas
|
|
|
Emerald Realty of Alabama, LLC
|
|
Delaware
|
|
|
Emerald Realty of Central Florida, LLC
|
|
Delaware
|
|
|
Emerald Realty of North Florida, LLC
|
|
Delaware
|
|
|
Emerald Realty of Northwest Florida, LLC
|
|
Delaware
|
|
|
Emerald Realty of Southeast Florida, LLC
|
|
Delaware
|
|
|
Emerald Realty of Southwest Florida, LLC
|
|
Delaware
|
|
|
Emerald Realty of Tampa, LLC
|
|
Delaware
|
|
|
Encore II, Inc.
|
|
Arizona
|
|
|
Encore Venture Partners, L.P.
|
|
Delaware
|
|
|
Encore Venture Partners II (California), L.P.
|
|
Delaware
|
|
|
Encore Venture Partners II (Texas), L.P.
|
|
Delaware
|
|
|
Express Homes Realty of Alabama, LLC
|
|
Delaware
|
|
|
Express Realty of Central Florida, LLC
|
|
Delaware
|
|
|
Express Realty of North Florida, LLC
|
|
Delaware
|
|
|
Express Realty of Northwest Florida, LLC
|
|
Delaware
|
|
|
Express Realty of Southeast Florida, LLC
|
|
Delaware
|
|
|
Express Realty of Southwest Florida, LLC
|
|
Delaware
|
|
|
Express Realty of Tampa, LLC
|
|
Delaware
|
|
|
Forestar Group Inc.
|
|
Delaware
|
|
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
Founders Oil & Gas, LLC
|
|
Delaware
|
|
|
Founders Oil & Gas II, LLC
|
|
Delaware
|
|
|
Founders Oil & Gas III, LLC
|
|
Delaware
|
|
|
Founders Oil & Gas IV, LLC
|
|
Delaware
|
|
|
Founders Oil & Gas Operating, LLC
|
|
Delaware
|
|
|
Freedom Realty of Tampa, LLC
|
|
Delaware
|
|
|
Georgetown Data, Inc.
|
|
Texas
|
|
|
Germann & McQueen, L.L.C.
|
|
Arizona
|
|
|
GP-Encore, Inc.
|
|
Arizona
|
|
|
Grande Realty Incorporated
|
|
New Jersey
|
|
D.R. Horton Realty, Inc.
|
Grande Realty of Pennsylvania, LLC
|
|
Delaware
|
|
|
Grand Title Agency, LLC
|
|
New Jersey
|
|
|
Greywes, LLC
|
|
California
|
|
D.R. Horton America’s Builder
|
Hadian, LLC
|
|
Delaware
|
|
|
Haskell Canyon Partners, L.P.
|
|
California
|
|
|
Haskell Canyon Partners II, L.P.
|
|
California
|
|
|
HPH Homebuilders 2000 L.P.
|
|
California
|
|
|
Iao Partners, a Hawaii General Partnership
|
|
Hawaii
|
|
|
Kaomalo LLC
|
|
Hawaii
|
|
|
KDB Homes, Inc.
|
|
Delaware
|
|
Continental Homes; Continental Welcome Home; D.R. Horton - Continental Series; D.R. Horton America’s Builder
|
Lexington Homes - DRH, LLC
|
|
Delaware
|
|
D.R. Horton America’s Builder; Emerald Homes; Express Homes; Lexington Homes
|
Martin Road Lake Forest, LLC
|
|
Colorado
|
|
|
McQueen & Willis, LLC
|
|
Arizona
|
|
|
Meadows I, Ltd.
|
|
Delaware
|
|
|
Meadows II, Ltd.
|
|
Delaware
|
|
|
Meadows VIII, Ltd.
|
|
Delaware
|
|
|
Meadows IX, Inc.
|
|
New Jersey
|
|
|
Meadows X, Inc.
|
|
New Jersey
|
|
|
Melody Homes, Inc.
|
|
Delaware
|
|
D.R. Horton - Melody Series; D. Jensen Homes, Inc.; D.R. Horton America’s Builder; Emerald Homes; Express Homes; Freedom Homes
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
Metro Title, LLC
|
|
Virginia
|
|
|
MRLF, LLC
|
|
Colorado
|
|
|
Pacific Ridge - DRH, LLC
|
|
Delaware
|
|
D.R. Horton; Pacific Ridge; Pacific Ridge - DRH
|
Rielly Carlsbad LLC
|
|
Delaware
|
|
|
Rielly Homes Madison, LLC
|
|
Delaware
|
|
|
Schuler Homes of Arizona LLC
|
|
Delaware
|
|
D.R. Horton - Continental Series; D.R. Horton - Schuler Series
|
Schuler Homes of California, Inc.
|
|
California
|
|
|
Schuler Homes of Oregon, Inc.
|
|
Oregon
|
|
|
Schuler Homes of Washington, Inc.
|
|
Washington
|
|
Keys & Schuler Homes; Schuler Homes Northwest
|
SGS Communities at Grand Quay L.L.C
|
|
New Jersey
|
|
|
SHA Construction LLC
|
|
Delaware
|
|
|
SHLR of California, Inc.
|
|
California
|
|
|
SHLR of Nevada, Inc.
|
|
Nevada
|
|
|
SHLR of Washington, Inc.
|
|
Washington
|
|
|
SRHI LLC
|
|
Delaware
|
|
|
SSHI LLC
|
|
Delaware
|
|
D.R. Horton; D.R. Horton Custom Homes; DR Horton; DR Horton Custom Homes; Emerald Homes; Express Homes; Stafford Custom Homes; Stafford Homes
|
Summerlin Pkwy & Cimarron, LLC
|
|
Delaware
|
|
|
Surprise Village North, LLC
|
|
Arizona
|
|
|
Travis County Title Company
|
|
Texas
|
|
DHI Title of Georgia; DHI Title of Central Texas; DHI Title of North Carolina
|
Treasure Assets, LLC
|
|
Delaware
|
|
|
Venture Management of South Carolina, LLC
|
|
South Carolina
|
|
|
Vertical Construction Corporation
|
|
Delaware
|
|
|
Walker Drive, LLC
|
|
Delaware
|
|
|
Western Pacific Brea Development, LLC
|
|
Delaware
|
|
|
Western Pacific Housing, Inc.
|
|
Delaware
|
|
D.R. Horton America’s Builder; D.R. Horton Homes Western Pacific Housing San Diego Division; Emerald Homes; Express Homes; Freedom Homes
|
Western Pacific Housing - Antigua, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Broadway, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Canyon Park, LLC
|
|
Delaware
|
|
|
NAME
|
|
STATE OF
INCORPORATION OR ORGANIZATION
|
|
DOING BUSINESS AS
|
Western Pacific Housing - Carrillo, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Communications Hill, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Copper Canyon, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Coto Venture, L.P.
|
|
California
|
|
|
Western Pacific Housing - Creekside, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Lomas Verdes, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Lyons Canyon Partners, LLC
|
|
Delaware
|
|
|
Western Pacific Housing Management, Inc.
|
|
California
|
|
D.R. Horton America’s Builder; Emerald Homes; Express Homes
|
Western Pacific Housing - McGonigle Canyon, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Mountaingate, L.P.
|
|
California
|
|
|
Western Pacific Housing - Norco Estates, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Pacific Park II, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Park Avenue East, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Park Avenue West, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Playa Vista, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - River Ridge, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - SDG, LLC
|
|
California
|
|
|
Western Pacific Housing - Terra Bay Duets, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Torrey Meadows, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Torrey Village Center, LLC
|
|
Delaware
|
|
|
Western Pacific Housing - Westlake II, L.P.
|
|
California
|
|
|
Western Pacific Housing - Windemere, LLC
|
|
Delaware
|
|
|
WPH-Camino Ruiz, LLC
|
|
Delaware
|
|
|
WPH-Copper Canyon, LLC
|
|
Delaware
|
|
|
WPH-Copper Canyon II, LLC
|
|
Delaware
|
|
|
WPHD/Camarillo, LLC
|
|
California
|
|
|
WPHD/Ventura, LLC
|
|
California
|
|
|
11241 Slater Avenue NE, LLC
|
|
Delaware
|
|
|
2 C Development Company LLC
|
|
California
|
|
|
8800 Roswell Road Bldg. B, LLC
|
|
Delaware
|
|
|
91
st
Avenue & Happy Valley, L.L.C.
|
|
Arizona
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of D.R. Horton, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ D
AVID
V. A
ULD
|
|
By:
|
David V. Auld
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of D.R. Horton, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ B
ILL
W. W
HEAT
|
|
By:
|
Bill W. Wheat
Executive Vice President and
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
|
November 16, 2018
|
|
/s/ D
AVID
V. A
ULD
|
|
|
|
By:
|
David V. Auld
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
|
November 16, 2018
|
|
/s/ B
ILL
W. W
HEAT
|
|
|
|
By:
|
Bill W. Wheat
Executive Vice President and
Chief Financial Officer
|