þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 75-2386963 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
301 Commerce Street, Suite 500, Fort Worth, Texas | 76102 | |
(Address of principal executive offices) | (Zip Code) |
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December 31,
September 30,
2007
2007
(In millions)
(Unaudited)
ASSETS
$
90.4
$
228.3
2,937.4
3,346.8
4,673.5
5,334.7
886.8
540.1
88.6
121.9
8,586.3
9,343.5
99.9
110.2
940.0
863.8
258.8
291.2
95.3
95.3
10,070.7
10,932.3
38.7
41.3
245.1
523.5
46.5
59.2
330.3
624.0
$
10,401.0
$
11,556.3
LIABILITIES
$
358.6
$
566.2
849.9
933.3
3,618.3
3,989.0
4,826.8
5,488.5
16.1
24.7
105.9
387.8
122.0
412.5
4,948.8
5,901.0
38.1
68.4
STOCKHOLDERS EQUITY
3.2
3.2
1,696.6
1,693.3
3,810.0
3,986.1
(95.7
)
(95.7
)
5,414.1
5,586.9
$
10,401.0
$
11,556.3
Table of Contents
Three Months
Ended December 31,
2007
2006
(In millions, except per share data)
(Unaudited)
$
1,607.0
$
2,761.1
100.6
40.4
1,707.6
2,801.5
1,377.9
2,246.9
82.6
32.9
245.5
77.7
1,706.0
2,357.5
229.1
514.2
18.0
7.5
(245.5
)
(77.7
)
1.6
444.0
213.1
295.3
(1.7
)
(1.1
)
(209.8
)
149.8
35.0
66.5
30.5
45.0
1.3
9.7
(3.7
)
(15.3
)
6.9
27.1
(202.9
)
176.9
(74.1
)
67.2
$
(128.8
)
$
109.7
$
(0.41
)
$
0.35
$
0.15
$
0.15
Table of Contents
Table of Contents
December 31, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
December 31,
September 30,
2007
2007
(In millions)
$
$
150.0
215.0
199.9
199.8
384.7
384.6
249.3
249.3
149.6
149.5
249.6
249.5
199.2
199.2
300.0
300.0
200.0
200.0
100.0
100.0
198.0
197.9
248.5
248.5
298.2
298.1
297.9
297.9
499.1
499.1
44.3
50.6
$
3,618.3
$
3,989.0
$
105.9
$
267.8
120.0
$
105.9
$
387.8
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended
December 31,
2007
2006
(In millions)
$
338.7
$
288.9
61.5
78.0
(58.0
)
(53.0
)
(14.7
)
(1.2
)
$
327.5
$
312.7
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended
December 31,
2007
2006
(In millions)
$
116.0
$
130.4
7.6
13.2
(5.6
)
(5.0
)
(11.3
)
(12.5
)
$
106.7
$
126.1
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended
December 31,
2007
2006
(In millions)
$
(128.8
)
$
109.7
315.0
313.4
2.2
315.0
315.6
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Northeast:
Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina,
Pennsylvania, South Carolina and Virginia
Midwest:
Colorado, Illinois, Minnesota and Wisconsin
Southeast:
Alabama, Florida and Georgia
South Central:
Louisiana, Mississippi, Oklahoma and Texas
Southwest:
Arizona, New Mexico and Utah
California:
California and Nevada (Reno only)
West:
Hawaii, Idaho, Nevada, Oregon and Washington
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended December 31,
Restated
2007
2006
(In millions)
$
158.7
$
261.3
158.9
296.4
234.4
371.3
348.8
450.6
402.1
440.6
259.1
699.3
145.6
282.0
$
1,707.6
$
2,801.5
$
35.0
$
66.5
$
1,742.6
$
2,868.0
$
19.1
$
0.5
4.2
27.4
21.8
10.1
130.8
13.0
57.5
$
243.5
$
40.9
$
(25.9
)
$
14.9
0.5
(24.6
)
(21.3
)
27.7
2.8
32.5
36.9
47.2
(141.7
)
22.7
(61.1
)
29.4
$
(209.8
)
$
149.8
$
6.9
$
27.1
$
(202.9
)
$
176.9
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
December 31,
September 30,
2007
2007
(In millions)
$
959.6
$
1,022.3
756.6
801.3
1,428.3
1,580.7
1,158.6
1,222.4
1,011.1
1,136.7
1,454.8
1,661.7
1,426.9
1,519.9
390.4
398.5
$
8,586.3
$
9,343.5
(1)
Expenses maintained at the corporate level are allocated to each
segment based on the segments average inventory. These expenses
consist primarily of capitalized interest and property taxes, which
are amortized to cost of sales, and the expenses related to the
operations of the Companys corporate office.
(2)
Homebuilding inventories are the only assets included in the measure
of segment assets used by the Companys chief operating decision
maker, its CEO.
(3)
Primarily consists of capitalized interest and property taxes.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
December 31, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
September 30, 2007
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended December 31, 2007
D.R.
Guarantor
Non-Guarantor
Horton, Inc.
Subsidiaries
Subsidiaries
Eliminations
Total
(In millions)
$
308.9
$
1,385.3
$
13.4
$
$
1,707.6
341.5
1,354.6
9.9
1,706.0
(32.6
)
30.7
3.5
1.6
85.1
125.8
2.2
213.1
85.6
(85.6
)
(0.4
)
(1.3
)
(1.7
)
(202.9
)
(93.8
)
1.3
85.6
(209.8
)
35.0
35.0
30.5
30.5
1.3
1.3
(3.7
)
(3.7
)
6.9
6.9
(202.9
)
(93.8
)
8.2
85.6
(202.9
)
(74.1
)
(34.2
)
3.0
31.2
(74.1
)
$
(128.8
)
$
(59.6
)
$
5.2
$
54.4
$
(128.8
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended December 31, 2006
D.R.
Guarantor
Non-Guarantor
Horton, Inc.
Subsidiaries
Subsidiaries
Eliminations
Total
(In millions)
$
575.6
$
2,218.1
$
7.8
$
$
2,801.5
441.8
1,910.9
4.8
2,357.5
133.8
307.2
3.0
444.0
111.0
181.7
2.6
295.3
(153.2
)
153.2
(0.9
)
(0.9
)
0.7
(1.1
)
176.9
126.4
(0.3
)
(153.2
)
149.8
66.5
66.5
45.0
45.0
9.7
9.7
(15.3
)
(15.3
)
27.1
27.1
176.9
126.4
26.8
(153.2
)
176.9
67.2
48.0
10.2
(58.2
)
67.2
$
109.7
$
78.4
$
16.6
$
(95.0
)
$
109.7
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended December 31, 2007
D.R.
Guarantor
Non-Guarantor
Horton, Inc.
Subsidiaries
Subsidiaries
Eliminations
Total
(In millions)
$
64.1
$
201.8
$
290.2
$
1.6
$
557.7
(1.6
)
(2.5
)
(4.1
)
(1.6
)
(2.5
)
(4.1
)
(365.6
)
(281.8
)
(647.4
)
411.8
(400.6
)
(11.2
)
0.4
0.4
0.2
0.2
(47.3
)
(47.3
)
(0.5
)
(400.6
)
(293.0
)
(694.1
)
62.0
(201.3
)
(2.8
)
1.6
(140.5
)
225.3
45.9
(1.6
)
269.6
$
62.0
$
24.0
$
43.1
$
$
129.1
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
December 31, 2007
Three Months Ended December 31, 2006
D.R.
Guarantor
Non-Guarantor
Horton, Inc.
Subsidiaries
Subsidiaries
Eliminations
Total
(In millions)
$
16.2
$
(44.6
)
$
393.0
$
(69.1
)
$
295.5
(4.1
)
(6.8
)
(0.3
)
(11.2
)
(4.1
)
(6.8
)
(0.3
)
(11.2
)
(251.4
)
(687.7
)
(939.1
)
248.3
248.3
207.1
(198.3
)
(8.8
)
3.3
3.3
2.4
2.4
(47.0
)
(47.0
)
(85.6
)
(198.3
)
(448.2
)
(732.1
)
(73.5
)
(249.7
)
(55.5
)
(69.1
)
(447.8
)
73.5
379.8
134.3
587.6
$
$
130.1
$
78.8
$
(69.1
)
$
139.8
Table of Contents
Table of Contents
State
Reporting Region/Market
State
Reporting Region/Market
Northeast Region
South Central Region (Continued)
Central Delaware
Texas
Austin
Delaware Shore
Dallas
Savannah
Fort Worth
Baltimore
Houston
Suburban Washington, D.C.
Killeen/Temple
North New Jersey
Laredo
South New Jersey
Rio Grande Valley
Brunswick County
San Antonio
Charlotte
Waco
Greensboro/Winston-Salem
Raleigh/Durham
Southwest Region
Philadelphia
Arizona
Casa Grande
Lancaster
Phoenix
Charleston
Tucson
Columbia
New Mexico
Albuquerque
Hilton Head
Las Cruces
Myrtle Beach
Utah
Salt Lake City
Northern Virginia
California Region
Midwest Region
California
Bay Area
Colorado Springs
Central Valley
Denver
Lancaster/Palmdale
Fort Collins
Imperial Valley
Chicago
Los Angeles County
Minneapolis/St. Paul
Orange County
Kenosha
Riverside/San Bernardino
Sacramento
Southeast Region
San Diego County
Birmingham
Ventura County
Huntsville
Nevada
Reno
Mobile
Daytona Beach
West Region
Fort Myers/Naples
Hawaii
Hawaii
Jacksonville
Kauai
Melbourne
Maui
Miami/West Palm Beach
Oahu
Ocala
Idaho
Boise
Orlando
Nevada
Las Vegas
Pensacola
Laughlin
Tampa
Oregon
Albany
Atlanta
Bend
Macon
Portland
Washington
Bellingham
South Central Region
Eastern Washington
Baton Rouge
Olympia
Mississippi Gulf Coast
Seattle/Tacoma
Oklahoma City
Vancouver
Table of Contents
Reducing our land and lot inventory from current levels by
--
selling and constructing homes;
--
selling excess land and lots;
--
significantly restricting our spending for land and lot purchases;
--
decreasing our land development spending or in some instances,
suspending development in certain projects until market conditions improve; and
--
renegotiating or canceling land option purchase contracts.
Reducing our inventory of homes under construction by limiting the construction of unsold homes.
Continuing to offer incentives and price reductions to increase sales volumes as
necessary to maximize returns and cash flows.
Decreasing our cost of goods purchased from both vendors and subcontractors.
Continuing to modify our product offerings to provide more affordable homes.
Decreasing our SG&A infrastructure to be in line with our reduced expectations of
production levels.
Reducing our level of debt by utilizing cash flows from operations.
Table of Contents
Homebuilding pre-tax income, before pre-tax charges for inventory impairments and
write-offs of deposits and pre-acquisition costs related to land option contracts, was
$35.7 million, down 84% from $227.5 million in the same period of 2006.
Homebuilding revenues decreased 39% to $1.7 billion.
Homes closed decreased 36% to 6,549 homes and the average selling price of those
homes decreased 9% to $245,400.
Net sales orders decreased 52% to 4,245 homes.
Sales order backlog decreased 57% to $2.0 billion.
Home sales gross margins before inventory impairments, land option cost write-offs
and the effect of the change in profit deferred under SFAS No. 66 decreased 500 basis
points to 13.1%.
Homebuilding SG&A expenses as a percentage of homebuilding revenues increased 200
basis points to 12.5%.
Homes in inventory declined by 8,500 to 17,300.
Owned lots declined by 43,000 to 143,000.
Homebuilding debt decreased by $1,026.6 million to $3,618.3 million.
Net homebuilding debt to total capital improved 170 basis points to 39.5%, and gross
homebuilding debt to total capital improved 150 basis points to 40.1%.
Total financial services revenues decreased 47% to $35.0 million.
Financial services pre-tax income decreased 75% to $6.9 million.
Financial services debt decreased by $398.1 million to $105.9 million.
Net loss per share was $0.41, compared to diluted earnings per share of $0.35.
Net loss was $128.8 million, compared to net income of $109.7 million.
Stockholders equity decreased 17% to $5.4 billion.
Net cash provided by operations was $557.7 million, compared to $295.5 million.
Table of Contents
NET SALES ORDERS
Three Months Ended December 31,
Homes Sold
Value (In millions)
Average Selling Price
%
%
%
2007
2006
Change
2007
2006
Change
2007
2006
Change
344
789
(56
)%
$
88.9
$
212.3
(58
)%
$
258,400
$
269,100
(4
)%
297
840
(65
)%
80.7
235.7
(66
)%
271,700
280,600
(3
)%
581
1,372
(58
)%
107.7
321.6
(67
)%
185,400
234,400
(21
)%
1,585
1,923
(18
)%
277.3
348.5
(20
)%
175,000
181,200
(3
)%
752
1,825
(59
)%
143.1
351.1
(59
)%
190,300
192,400
(1
)%
371
1,336
(72
)%
125.9
572.7
(78
)%
339,400
428,700
(21
)%
315
686
(54
)%
102.5
251.0
(59
)%
325,400
365,900
(11
)%
4,245
8,771
(52
)%
$
926.1
$
2,292.9
(60
)%
$
218,200
$
261,400
(17
)%
SALES ORDER BACKLOG
December 31,
Homes in Backlog
Value (In millions)
Average Selling Price
%
%
%
2007
2006
Change
2007
2006
Change
2007
2006
Change
938
2,016
(53
)%
$
237.6
$
539.8
(56
)%
$
253,300
$
267,800
(5
)%
374
929
(60
)%
116.2
296.5
(61
)%
310,700
319,200
(3
)%
849
2,031
(58
)%
205.5
590.1
(65
)%
242,000
290,500
(17
)%
2,374
3,614
(34
)%
428.8
675.7
(37
)%
180,600
187,000
(3
)%
2,441
5,366
(55
)%
517.7
1,342.2
(61
)%
212,100
250,100
(15
)%
645
1,841
(65
)%
298.3
918.8
(68
)%
462,500
499,100
(7
)%
517
897
(42
)%
209.4
353.8
(41
)%
405,000
394,400
3
%
8,138
16,694
(51
)%
$
2,013.5
$
4,716.9
(57
)%
$
247,400
$
282,600
(12
)%
HOMES CLOSED
Three Months Ended December 31,
Homes Closed
Value (In millions)
Average Selling Price
%
%
%
2007
2006
Change
2007
2006
Change
2007
2006
Change
600
1,001
(40
)%
$
157.9
$
259.7
(39
)%
$
263,200
$
259,400
1
%
523
948
(45
)%
156.6
281.4
(44
)%
299,400
296,800
1
%
930
1,489
(38
)%
211.9
365.4
(42
)%
227,800
245,400
(7
)%
1,904
2,522
(25
)%
344.6
450.6
(24
)%
181,000
178,700
1
%
1,509
1,850
(18
)%
331.9
426.4
(22
)%
219,900
230,500
(5
)%
667
1,583
(58
)%
258.5
695.6
(63
)%
387,600
439,400
(12
)%
416
809
(49
)%
145.6
282.0
(48
)%
350,000
348,600
%
6,549
10,202
(36
)%
$
1,607.0
$
2,761.1
(42
)%
$
245,400
$
270,600
(9
)%
Table of Contents
TOTAL HOMEBUILDING REVENUES
Three Months Ended December 31,
2007
2006
% Change
(In millions)
$
158.7
$
261.3
(39
)%
158.9
296.4
(46
)%
234.4
371.3
(37
)%
348.8
450.6
(23
)%
402.1
440.6
(9
)%
259.1
699.3
(63
)%
145.6
282.0
(48
)%
$
1,707.6
$
2,801.5
(39
)%
INVENTORY IMPAIRMENTS AND LAND OPTION COST WRITE-OFFS
Three Months Ended December 31,
2007
2006
Land Option
Land Option
Inventory
Cost
Inventory
Cost
Impairments
Write-offs
Total
Impairments
Write-offs
Total
(In millions)
$
19.1
$
1.2
$
20.3
$
0.5
$
1.2
$
1.7
4.2
4.2
27.4
7.3
34.7
21.8
0.3
22.1
6.1
6.1
10.1
0.2
10.3
2.8
2.8
(0.3
)
(0.3
)
(0.2
)
(0.2
)
130.8
0.6
131.4
13.0
10.6
23.6
57.5
57.5
9.0
9.0
$
243.5
$
2.0
$
245.5
$
40.9
$
36.8
$
77.7
HOMEBUILDING INCOME (LOSS) BEFORE INCOME TAXES (1)
Three Months Ended December 31,
2007
2006
% of
% of
Region
Region
$s
Revenues
$s
Revenues
(In millions)
$
(25.9
)
(16.3
)%
$
14.9
5.7
%
0.5
0.3
%
(24.6
)
(8.3
)%
(21.3
)
(9.1
)%
27.7
7.5
%
2.8
0.8
%
32.5
7.2
%
36.9
9.2
%
47.2
10.7
%
(141.7
)
(54.7
)%
22.7
3.2
%
(61.1
)
(42.0
)%
29.4
10.4
%
$
(209.8
)
(12.3
)%
$
149.8
5.3
%
(1)
Expenses maintained at the corporate level are allocated to each segment based on the
segments average inventory. These expenses consist primarily of capitalized interest and
property taxes, which are amortized to cost of sales, and the expenses related to the
operations of our corporate office.
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HOMEBUILDING OPERATING MARGIN ANALYSIS
Percentages of Related Revenues
Three Months Ended December 31,
2007
2006
14.3
%
18.6
%
17.9
%
18.6
%
(14.4
)%
(2.8
)%
0.1
%
15.8
%
12.5
%
10.5
%
(0.1
)%
%
(12.3
)%
5.3
%
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Three Months Ended December 31,
2007
2006
% Change
3,893
7,093
(45
)%
6,549
10,202
(36
)%
59 %
70 %
4,054
10,153
(60
)%
4,291
10,769
(60
)%
94 %
94 %
5,420
11,628
(53
)%
Three Months Ended December 31,
2007
2006
% Change
(In millions)
$
7.5
$
13.7
(45
)%
17.6
36.0
(51
)%
3.3
6.3
(48
)%
28.4
56.0
(49
)%
6.6
10.5
(37
)%
35.0
66.5
(47
)%
30.5
45.0
(32
)%
1.3
9.7
(87
)%
(3.7
)
(15.3
)
(76
)%
$
6.9
$
27.1
(75
)%
Percentages of Financial
Services Revenues
Three Months Ended December 31,
2007
2006
87.1
%
67.7
%
3.7
%
14.6
%
(10.6
)%
(23.0
)%
19.7
%
40.8
%
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Level Achieved
as of or for the
12-month
Required
Period Ended
Level
December 31, 2007
0.55 to 1.0 or less
0.41 to 1.0
3.2 to 1.0
$ 3,500.0
$ 5,136.5
40% or less
26 %
less than 150%
108 %
(1)
The Leverage Ratio is calculated by deducting a portion of cash and cash
equivalents from our notes payable (net notes payable) and dividing by the sum of
stockholders equity and net notes payable.
(2)
Adjusted EBITDA is calculated by adding the following items to pre-tax income:
-
Interest expensed and amortized to cost of sales
-
Depreciation and amortization
-
Inventory impairments, land option cost write-offs and goodwill impairments
(3)
Tangible Net Worth is calculated by deducting goodwill from stockholders equity.
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As of December 31, 2007
As of September 30, 2007
Lots
Lots
Controlled
Controlled
Lots Owned -
Under Lot
Total
Lots Owned -
Under Lot
Total
Developed
Option and
Land/Lots
Homes
Developed
Option and
Land/Lots
Homes
and Under
Similar
Owned and
in
and Under
Similar
Owned and
in
Development
Contracts
Controlled
Inventory
Development
Contracts
Controlled
Inventory
14,000
10,000
24,000
1,500
14,000
12,000
26,000
1,800
10,000
3,000
13,000
1,600
10,000
3,000
13,000
1,900
30,000
11,000
41,000
2,800
32,000
14,000
46,000
3,400
31,000
12,000
43,000
4,200
31,000
15,000
46,000
4,400
17,000
8,000
25,000
2,600
38,000
8,000
46,000
3,100
14,000
8,000
22,000
2,900
14,000
9,000
23,000
3,300
27,000
2,000
29,000
1,700
28,000
2,000
30,000
2,000
143,000
54,000
197,000
17,300
167,000
63,000
230,000
19,900
73%
27%
100%
73%
27%
100%
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the continuing downturn in the homebuilding industry, including further
deterioration in industry or broader economic conditions;
the reduction in availability of mortgage financing and liquidity in the financial
markets;
the limited success of our strategies in responding to adverse conditions in the
industry;
changes in general economic, real estate, construction and other business
conditions;
changes in interest rates or other costs of owning a home;
the effects of governmental regulations and environmental matters;
our substantial debt;
competitive conditions within our industry;
the availability of capital;
our ability to effect any future growth strategies successfully; and
the uncertainties inherent in home warranty and construction defect claims matters.
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Nine Months
Ending
Fair value
September 30,
Fiscal Year Ending September 30,
at
2008
2009
2010
2011
2012
2013
Thereafter
Total
12/31/07
(In millions)
$
22.5
$
592.2
$
400.0
$
450.0
$
314.6
$
300.0
$
1,550.0
$
3,629.3
$
3,226.9
8.2
%
7.3
%
6.9
%
7.0
%
5.4
%
6.7
%
6.0
%
6.5
%
$
105.9
$
$
$
$
$
$
$
105.9
$
105.9
5.4
%
5.4
%
$
200.0
$
$
$
$
$
$
$
$
0.5
5.0
%
90-day LIBOR
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-49-
-50-
-51-
Table of Contents
*
Filed herewith.
Management compensatory plan.
(1)
Incorporated by reference from Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for
the quarter ended December 31, 2005, filed with the SEC on February 2, 2006.
(2)
Incorporated by reference from Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for
the quarter ended December 31, 1998, filed with the SEC on February 16, 1999.
(3)
Incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the SEC on January 7, 2008.
(4)
Incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the SEC on October 5, 2007.
(5)
Incorporated by reference from the Companys Current Report on Form 8-K filed with the SEC on
December 11, 2007.
Table of Contents
D.R. HORTON, INC.
By:
/s/ Bill W. Wheat
Bill W. Wheat, on behalf of D.R. Horton, Inc.,
as Executive Vice President and Chief Financial
Officer (Principal Financial and Principal
Accounting Officer)
2
3
4
5
6
|
(i) | ceasing to be a Senior Executive, otherwise than by dismissal, during the Performance Period, including ceasing to be such due to death, retirement, resignation, or leave of absence | | prorate as of the date of ceasing to be such, to the nearest half month | ||||
|
||||||||
|
(ii) | disability for more than three months in a Performance Period | | prorate as of the last day of the third month of disability | ||||
|
||||||||
|
(iii) | disability for three months or less in a Performance Period | | no reduction in applicable Award | ||||
|
||||||||
|
(iv) | dismissal, with or without cause, during or after a Performance Period by the Company or any Affiliate | | no Award |
7
8
9
2
3
4
5
|
(i) | ceasing to be a Senior Executive, otherwise than by dismissal, during the Performance Period, including ceasing to be such due to death, retirement, resignation, or leave of absence | | prorate as of the date of ceasing to be such, to the nearest half month | ||||
|
||||||||
|
(ii) | disability for more than three months in a Performance Period | | prorate as of the last day of the third month of disability | ||||
|
||||||||
|
(iii) | disability for three months or less in a Performance Period | | no reduction in applicable Award | ||||
|
||||||||
|
(iv) | dismissal, with or without cause, during or after a Performance Period by the Company or any Affiliate | | no Award |
6
7
8
1. | I have reviewed this quarterly report on Form 10-Q 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 registrants 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 13a15(f) and 15d15(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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/
s
/
Donald J. Tomnitz
|
||||
By:
|
Donald J. Tomnitz | |||
|
Vice Chairman, President and | |||
|
Chief Executive Officer |
2
1. | I have reviewed this quarterly report on Form 10-Q 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 registrants 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 13a15(f) and 15d15(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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/ s / Bill W. Wheat | ||||
By:
|
Bill W. Wheat | |||
|
Executive Vice President and | |||
|
Chief Financial Officer |
2
(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: February 7, 2008
|
/ s / Donald J. Tomnitz | |||
|
By: | Donald J. Tomnitz | ||
|
Vice Chairman, 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: February 7, 2008
|
/ s / Bill W. Wheat | |||
|
By: | Bill W. Wheat | ||
|
Executive Vice President and | |||
|
Chief Financial Officer |