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Share Name | Share Symbol | Market | Type |
---|---|---|---|
D R Horton Inc | NYSE:DHI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.77 | -1.24% | 141.08 | 141.97 | 140.42 | 140.95 | 865,846 | 18:27:52 |
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Delaware
(State or other jurisdiction of incorporation or organization)
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75-2386963
(I.R.S. Employer Identification No.)
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301 Commerce Street, Suite 500, Fort Worth, Texas
(Address of principal executive offices)
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76102
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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5.750% Senior Notes due 2023
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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ITEM 1.
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BUSINESS
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State
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Reporting Region/Market
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State
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Reporting Region/Market
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East Region
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South Central Region
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Delaware
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Northern Delaware
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Louisiana
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Baton Rouge
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Georgia
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Savannah
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Lafayette
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Maryland
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Baltimore
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Oklahoma
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Oklahoma City
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Suburban Washington, D.C.
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Texas
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Austin
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New Jersey
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North New Jersey
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Dallas
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South New Jersey
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El Paso
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North Carolina
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Charlotte
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Fort Worth
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Fayetteville
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Houston
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Greensboro/Winston-Salem
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Killeen/Temple/Waco
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Raleigh/Durham
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Midland/Odessa
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Wilmington
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New Braunfels/San Marcos
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Pennsylvania
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Philadelphia
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San Antonio
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South Carolina
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Charleston
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Columbia
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Southwest Region
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Greenville/Spartanburg
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Arizona
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Phoenix
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Hilton Head
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Tucson
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Myrtle Beach
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New Mexico
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Albuquerque
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Virginia
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Northern Virginia
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West Region
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Midwest Region
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California
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Bakersfield
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Colorado
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Denver
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Bay Area
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Fort Collins
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Fresno
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Illinois
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Chicago
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Los Angeles County
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Minnesota
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Minneapolis/St. Paul
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Orange County
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Riverside County
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Southeast Region
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Sacramento
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Alabama
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Birmingham
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San Bernardino County
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Huntsville
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San Diego County
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Mobile
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Ventura County
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Montgomery
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Hawaii
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Hawaii
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Tuscaloosa
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Kauai
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Florida
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Fort Myers/Naples
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Maui
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Jacksonville
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Oahu
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Lakeland
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Nevada
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Las Vegas
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Melbourne/Vero Beach
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Reno
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Miami/Fort Lauderdale
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Oregon
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Portland
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Orlando
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Utah
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Salt Lake City
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Pensacola/Panama City
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Washington
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Seattle/Tacoma/Everett
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Port St. Lucie
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Vancouver
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Tampa/Sarasota
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Volusia County
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West Palm Beach
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Georgia
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Atlanta
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Augusta
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Mississippi
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Gulf Coast
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Hattiesburg
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Tennessee
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Nashville
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•
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Economic conditions;
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•
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Employment levels and job growth;
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•
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Income level of potential homebuyers;
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•
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Local housing affordability and typical mortgage products utilized;
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•
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Market for homes at our targeted price points;
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•
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Availability of land and lots in desirable locations on acceptable terms;
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•
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Land entitlement and development processes;
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•
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Availability of qualified subcontractors;
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•
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New and secondary home sales activity;
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•
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Competition; and
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•
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Prevailing housing products, features, cost and pricing.
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•
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Greater access to and lower cost of capital, due to our balance sheet strength and our lending and capital markets relationships;
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•
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Negotiation of volume discounts and rebates from national, regional and local materials suppliers and lower labor rates from certain subcontractors; and
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•
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Enhanced leverage of our general and administrative activities, which allows us flexibility to adjust to changes in market conditions and compete effectively in each of our markets.
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•
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Site selection, which involves
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Negotiating lot option, land acquisition and related contracts;
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Obtaining all necessary land development and home construction approvals;
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Selecting land development subcontractors and ensuring their work meets our contracted scopes;
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•
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Selecting building plans and architectural schemes;
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•
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Selecting construction subcontractors and ensuring their work meets our contracted scopes;
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•
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Planning and managing homebuilding schedules;
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•
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Developing and implementing local marketing and sales plans;
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•
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Determining the pricing for each house plan and options in a given community; and
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•
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Coordinating post-closing customer service and warranty repairs.
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•
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Review and approval of division business plans and budgets;
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•
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Review of all land and lot acquisition contracts;
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•
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Review of all business and financial analysis for potential land and lot inventory investments;
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•
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Oversight of land and home inventory levels;
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•
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Monitoring division financial and operating performance; and
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•
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Review of major personnel decisions and division incentive compensation plans.
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•
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Financing;
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•
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Cash management;
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•
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Allocation of capital;
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•
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Issuance and monitoring of inventory investment guidelines;
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•
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Approval and funding of land and lot acquisitions;
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•
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Monitoring and analysis of profitability, returns, costs and inventory levels;
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Risk and litigation management;
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•
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Environmental assessments of land and lot acquisitions;
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•
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Technology systems to support management of operations, marketing and information;
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Accounting and management reporting;
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•
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Income taxes;
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•
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Internal audit;
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•
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Public reporting and investor and media relations;
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•
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Administration of payroll and employee benefits;
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•
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Negotiation of national purchasing contracts;
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•
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Administration of customer satisfaction surveys and reporting of results; and
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•
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Approval of major personnel decisions and management incentive compensation plans.
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•
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Managing our supply of land/lots controlled (owned and optioned) in each market based on anticipated future home closing levels;
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•
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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;
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Utilizing land/lot option contracts, where possible;
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Seeking to acquire developed lots which are substantially ready for home construction, where possible;
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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
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Monitoring and managing the number of speculative homes (homes under construction without an executed sales contract) built in each subdivision.
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ITEM 1A.
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RISK FACTORS
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•
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employment levels;
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•
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consumer confidence and spending;
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•
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housing demand;
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•
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availability of financing for homebuyers;
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•
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interest rates;
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•
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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
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demographic trends.
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difficulty in acquiring land suitable for residential building at affordable prices in locations where our potential customers want to live;
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•
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shortages of qualified subcontractors;
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•
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reliance on local subcontractors, manufacturers and distributors who may be inadequately capitalized;
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•
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shortages of materials; and
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•
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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.
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•
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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;
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•
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limit our flexibility to adjust to changes in our business or economic conditions; and
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•
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limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other requirements.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
|
ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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Year Ended September 30, 2016
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Year Ended September 30, 2015
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||||||||||||||||||||
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High
|
|
Low
|
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Declared
Dividends
|
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High
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Low
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Declared
Dividends
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||||||||||||
1st Quarter
|
$
|
33.10
|
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$
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28.45
|
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$
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0.08
|
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$
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25.94
|
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$
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19.29
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$
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0.0625
|
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2nd Quarter
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31.64
|
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22.97
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0.08
|
|
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28.77
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22.12
|
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0.0625
|
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||||||
3rd Quarter
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32.51
|
|
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28.82
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0.08
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29.29
|
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24.92
|
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0.0625
|
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||||||
4th Quarter
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34.56
|
|
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29.64
|
|
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0.08
|
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33.06
|
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26.14
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0.0625
|
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Year Ended September 30,
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||||||||||||||||||||||
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2011
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2012
|
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2013
|
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2014
|
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2015
|
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2016
|
||||||||||||
D.R. Horton, Inc.
|
$
|
100.00
|
|
|
$
|
230.44
|
|
|
$
|
219.16
|
|
|
$
|
232.84
|
|
|
$
|
336.22
|
|
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$
|
349.52
|
|
S&P 500 Index
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100.00
|
|
|
130.20
|
|
|
155.39
|
|
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186.05
|
|
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184.91
|
|
|
213.44
|
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||||||
S&P 500 Homebuilding Index
|
100.00
|
|
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276.55
|
|
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280.05
|
|
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303.19
|
|
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384.08
|
|
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381.37
|
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||||||
S&P 1500 Homebuilding Index
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100.00
|
|
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234.11
|
|
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243.32
|
|
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250.59
|
|
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304.42
|
|
|
302.62
|
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ITEM 6.
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SELECTED FINANCIAL DATA
|
|
Year Ended September 30,
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||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
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(In millions, except per share data)
|
|
|
||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Homebuilding
|
$
|
11,861.8
|
|
|
$
|
10,559.0
|
|
|
$
|
7,858.5
|
|
|
$
|
6,085.9
|
|
|
$
|
4,236.2
|
|
Financial Services
|
295.6
|
|
|
265.0
|
|
|
166.4
|
|
|
173.4
|
|
|
117.8
|
|
|||||
Inventory and land option charges
|
31.4
|
|
|
60.3
|
|
|
85.2
|
|
|
31.1
|
|
|
6.2
|
|
|||||
Gross profit — Homebuilding
|
2,359.2
|
|
|
2,023.3
|
|
|
1,589.9
|
|
|
1,232.4
|
|
|
743.8
|
|
|||||
Income before income taxes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding (1)
|
1,264.4
|
|
|
1,018.3
|
|
|
768.5
|
|
|
589.8
|
|
|
203.4
|
|
|||||
Financial Services and other (1)
|
89.1
|
|
|
105.1
|
|
|
45.7
|
|
|
68.0
|
|
|
39.5
|
|
|||||
Income tax expense (benefit) (2)
|
467.2
|
|
|
372.7
|
|
|
280.7
|
|
|
195.1
|
|
|
(713.4
|
)
|
|||||
Net income
|
886.3
|
|
|
750.7
|
|
|
533.5
|
|
|
462.7
|
|
|
956.3
|
|
|||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
2.39
|
|
|
2.05
|
|
|
1.57
|
|
|
1.44
|
|
|
3.01
|
|
|||||
Diluted
|
2.36
|
|
|
2.03
|
|
|
1.50
|
|
|
1.33
|
|
|
2.77
|
|
|||||
Cash dividends declared per common share
|
0.32
|
|
|
0.25
|
|
|
0.1375
|
|
|
0.1875
|
|
|
0.15
|
|
|
September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents and marketable securities
|
$
|
1,303.2
|
|
|
$
|
1,383.8
|
|
|
$
|
661.8
|
|
|
$
|
977.4
|
|
|
$
|
1,384.8
|
|
Inventories
|
8,340.9
|
|
|
7,807.0
|
|
|
7,700.5
|
|
|
6,197.4
|
|
|
4,165.2
|
|
|||||
Total assets
|
11,558.9
|
|
|
11,151.0
|
|
|
10,185.4
|
|
|
8,838.4
|
|
|
7,236.2
|
|
|||||
Notes payable (3)
|
3,271.3
|
|
|
3,811.5
|
|
|
3,665.7
|
|
|
3,491.0
|
|
|
2,481.1
|
|
|||||
Total equity
|
6,793.0
|
|
|
5,895.4
|
|
|
5,119.7
|
|
|
4,061.4
|
|
|
3,594.7
|
|
(1)
|
The operating results of certain subsidiaries previously included in our homebuilding operations have been reclassified to our financial services and other operations. As a result of these reclassifications, our homebuilding pre-tax income in fiscal
2014
,
2013
, and
2012
was reduced by
$0.3 million
,
$2.5 million
and
$0.3 million
, respectively, with a corresponding increase in the pre-tax income of our financial services and other operations. In fiscal
2015
, the income and expense reclassifications had no impact on our results of operations. These reclassifications had no effect on our consolidated operating results or balance sheet data. See Note A.
|
(2)
|
The income tax benefit in fiscal 2012 reflects a
$753.2 million
reduction of our deferred tax asset valuation allowance during the year.
|
(3)
|
Notes payable includes both homebuilding notes payable and amounts outstanding on our mortgage repurchase facility.
|
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 and optimize returns.
|
•
|
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, align with finished lot supply and construction activity and optimize returns on inventory investments and cash flows.
|
•
|
Increasing the amount of land and finished lots controlled through option purchase contracts to mitigate the risk of land ownership.
|
•
|
Investing in land and land development and pursuing opportunistic acquisitions of homebuilding companies 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.
|
•
|
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.
|
•
|
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
12%
to
$11.9 billion
.
|
•
|
Homes closed
increased
10%
to
40,309
homes, and the average closing price of those homes
increased
2%
to
$292,300
.
|
•
|
Net sales orders
increased
9%
to
40,814
homes, and the value of net sales orders
increased
12%
to
$12.0 billion
.
|
•
|
Sales order backlog
increased
8%
to
11,475
homes, and the value of sales order backlog
increased
9%
to
$3.4 billion
.
|
•
|
Home sales gross margins
increased
40
basis points to
20.2%
.
|
•
|
Inventory and land option charges were
$31.4 million
, compared to
$60.3 million
.
|
•
|
Homebuilding SG&A expenses as a percentage of homebuilding revenues
decreased
by
20
basis points to
9.3%
.
|
•
|
Homebuilding pre-tax income
increased
24%
to
$1.3 billion
, compared to
$1.0 billion
.
|
•
|
Homebuilding pre-tax income as a percentage of homebuilding revenues was
10.7%
, compared to
9.6%
.
|
•
|
Homebuilding cash and cash equivalents totaled
$1.3 billion
, compared to
$1.4 billion
.
|
•
|
Homebuilding inventories totaled
$8.3 billion
, compared to
$7.8 billion
.
|
•
|
Homes in inventory totaled
23,100
, compared to
19,800
.
|
•
|
Owned and controlled lots totaled
204,500
, compared to
173,900
.
|
•
|
Homebuilding debt was
$2.8 billion
, down from
$3.3 billion
.
|
•
|
Homebuilding debt to total capital was
29.2%
,
improving
from
36.1%
.
|
•
|
Financial services and other revenues
increased
12%
to
$295.6 million
.
|
•
|
Financial services and other pre-tax income was
$89.1 million
, compared to
$105.1 million
.
|
•
|
Consolidated pre-tax income
increased
20%
to
$1.4 billion
, compared to
$1.1 billion
.
|
•
|
Consolidated pre-tax income as a percentage of consolidated revenues was
11.1%
, compared to
10.4%
.
|
•
|
Net income
increased
18%
to
$886.3 million
, compared to
$750.7 million
.
|
•
|
Diluted earnings per share
increased
16%
to
$2.36
, compared to
$2.03
.
|
•
|
Total equity was
$6.8 billion
, compared to
$5.9 billion
.
|
•
|
Book value per common share
increased
14%
to
$18.21
, compared to
$15.99
.
|
•
|
Return on inventory improved
260
basis points to
15.4%
.
|
•
|
Net cash provided by operations was
$618.0 million
, compared to
$700.4 million
.
|
|
East:
|
|
Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina and Virginia
|
|
Midwest:
|
|
Colorado, Illinois 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
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
East
|
|
4,944
|
|
|
4,859
|
|
|
3,867
|
|
|
2
|
%
|
|
26
|
%
|
|||
Midwest
|
|
1,766
|
|
|
1,696
|
|
|
1,413
|
|
|
4
|
%
|
|
20
|
%
|
|||
Southeast
|
|
13,616
|
|
|
11,703
|
|
|
8,529
|
|
|
16
|
%
|
|
37
|
%
|
|||
South Central
|
|
12,433
|
|
|
11,753
|
|
|
9,707
|
|
|
6
|
%
|
|
21
|
%
|
|||
Southwest
|
|
1,761
|
|
|
1,645
|
|
|
1,298
|
|
|
7
|
%
|
|
27
|
%
|
|||
West
|
|
6,294
|
|
|
5,724
|
|
|
4,895
|
|
|
10
|
%
|
|
17
|
%
|
|||
|
|
40,814
|
|
|
37,380
|
|
|
29,709
|
|
|
9
|
%
|
|
26
|
%
|
|||
|
|
Value (In millions)
|
||||||||||||||||
East
|
|
$
|
1,388.5
|
|
|
$
|
1,319.8
|
|
|
$
|
1,074.2
|
|
|
5
|
%
|
|
23
|
%
|
Midwest
|
|
669.2
|
|
|
641.0
|
|
|
514.9
|
|
|
4
|
%
|
|
24
|
%
|
|||
Southeast
|
|
3,547.3
|
|
|
3,053.4
|
|
|
2,164.4
|
|
|
16
|
%
|
|
41
|
%
|
|||
South Central
|
|
3,045.4
|
|
|
2,849.7
|
|
|
2,144.5
|
|
|
7
|
%
|
|
33
|
%
|
|||
Southwest
|
|
409.0
|
|
|
364.1
|
|
|
285.2
|
|
|
12
|
%
|
|
28
|
%
|
|||
West
|
|
2,940.8
|
|
|
2,510.7
|
|
|
2,125.4
|
|
|
17
|
%
|
|
18
|
%
|
|||
|
|
$
|
12,000.2
|
|
|
$
|
10,738.7
|
|
|
$
|
8,308.6
|
|
|
12
|
%
|
|
29
|
%
|
|
|
Average Selling Price
|
||||||||||||||||
East
|
|
$
|
280,800
|
|
|
$
|
271,600
|
|
|
$
|
277,800
|
|
|
3
|
%
|
|
(2
|
)%
|
Midwest
|
|
378,900
|
|
|
377,900
|
|
|
364,400
|
|
|
—
|
%
|
|
4
|
%
|
|||
Southeast
|
|
260,500
|
|
|
260,900
|
|
|
253,800
|
|
|
—
|
%
|
|
3
|
%
|
|||
South Central
|
|
244,900
|
|
|
242,500
|
|
|
220,900
|
|
|
1
|
%
|
|
10
|
%
|
|||
Southwest
|
|
232,300
|
|
|
221,300
|
|
|
219,700
|
|
|
5
|
%
|
|
1
|
%
|
|||
West
|
|
467,200
|
|
|
438,600
|
|
|
434,200
|
|
|
7
|
%
|
|
1
|
%
|
|||
|
|
$
|
294,000
|
|
|
$
|
287,300
|
|
|
$
|
279,700
|
|
|
2
|
%
|
|
3
|
%
|
(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)
|
|||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
East
|
|
1,582
|
|
1,536
|
|
1,106
|
|
$
|
425.4
|
|
|
$
|
416.7
|
|
|
$
|
288.2
|
|
|
24
|
%
|
|
24
|
%
|
|
22
|
%
|
Midwest
|
|
241
|
|
296
|
|
271
|
|
91.6
|
|
|
115.2
|
|
|
97.0
|
|
|
12
|
%
|
|
15
|
%
|
|
16
|
%
|
|||
Southeast
|
|
4,413
|
|
3,663
|
|
2,955
|
|
1,105.9
|
|
|
899.2
|
|
|
701.2
|
|
|
24
|
%
|
|
24
|
%
|
|
26
|
%
|
|||
South Central
|
|
3,795
|
|
3,833
|
|
3,136
|
|
942.5
|
|
|
913.2
|
|
|
686.8
|
|
|
23
|
%
|
|
25
|
%
|
|
24
|
%
|
|||
Southwest
|
|
745
|
|
572
|
|
517
|
|
160.4
|
|
|
123.0
|
|
|
104.6
|
|
|
30
|
%
|
|
26
|
%
|
|
28
|
%
|
|||
West
|
|
1,119
|
|
1,151
|
|
1,072
|
|
544.7
|
|
|
515.7
|
|
|
471.5
|
|
|
15
|
%
|
|
17
|
%
|
|
18
|
%
|
|||
|
|
11,895
|
|
11,051
|
|
9,057
|
|
$
|
3,270.5
|
|
|
$
|
2,983.0
|
|
|
$
|
2,349.3
|
|
|
23
|
%
|
|
23
|
%
|
|
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
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
East
|
|
1,301
|
|
|
1,430
|
|
|
1,451
|
|
|
(9
|
)%
|
|
(1
|
)%
|
|||
Midwest
|
|
470
|
|
|
412
|
|
|
527
|
|
|
14
|
%
|
|
(22
|
)%
|
|||
Southeast
|
|
4,053
|
|
|
3,511
|
|
|
2,901
|
|
|
15
|
%
|
|
21
|
%
|
|||
South Central
|
|
3,840
|
|
|
3,656
|
|
|
3,358
|
|
|
5
|
%
|
|
9
|
%
|
|||
Southwest
|
|
655
|
|
|
571
|
|
|
425
|
|
|
15
|
%
|
|
34
|
%
|
|||
West
|
|
1,156
|
|
|
1,082
|
|
|
1,226
|
|
|
7
|
%
|
|
(12
|
)%
|
|||
|
|
11,475
|
|
|
10,662
|
|
|
9,888
|
|
|
8
|
%
|
|
8
|
%
|
|||
|
|
Value (In millions)
|
||||||||||||||||
East
|
|
$
|
383.0
|
|
|
$
|
413.0
|
|
|
$
|
416.7
|
|
|
(7
|
)%
|
|
(1
|
)%
|
Midwest
|
|
184.0
|
|
|
166.4
|
|
|
191.3
|
|
|
11
|
%
|
|
(13
|
)%
|
|||
Southeast
|
|
1,121.7
|
|
|
977.9
|
|
|
790.7
|
|
|
15
|
%
|
|
24
|
%
|
|||
South Central
|
|
1,018.1
|
|
|
951.3
|
|
|
791.7
|
|
|
7
|
%
|
|
20
|
%
|
|||
Southwest
|
|
150.7
|
|
|
124.0
|
|
|
96.0
|
|
|
22
|
%
|
|
29
|
%
|
|||
West
|
|
580.5
|
|
|
514.2
|
|
|
572.4
|
|
|
13
|
%
|
|
(10
|
)%
|
|||
|
|
$
|
3,438.0
|
|
|
$
|
3,146.8
|
|
|
$
|
2,858.8
|
|
|
9
|
%
|
|
10
|
%
|
|
|
Average Selling Price
|
||||||||||||||||
East
|
|
$
|
294,400
|
|
|
$
|
288,800
|
|
|
$
|
287,200
|
|
|
2
|
%
|
|
1
|
%
|
Midwest
|
|
391,500
|
|
|
403,900
|
|
|
363,000
|
|
|
(3
|
)%
|
|
11
|
%
|
|||
Southeast
|
|
276,800
|
|
|
278,500
|
|
|
272,600
|
|
|
(1
|
)%
|
|
2
|
%
|
|||
South Central
|
|
265,100
|
|
|
260,200
|
|
|
235,800
|
|
|
2
|
%
|
|
10
|
%
|
|||
Southwest
|
|
230,100
|
|
|
217,200
|
|
|
225,900
|
|
|
6
|
%
|
|
(4
|
)%
|
|||
West
|
|
502,200
|
|
|
475,200
|
|
|
466,900
|
|
|
6
|
%
|
|
2
|
%
|
|||
|
|
$
|
299,600
|
|
|
$
|
295,100
|
|
|
$
|
289,100
|
|
|
2
|
%
|
|
2
|
%
|
Home Closings and Revenue
|
|
Homes Closed
|
||||||||||||||||
|
Fiscal Year Ended September 30,
|
|
% Change
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
East
|
|
5,126
|
|
|
4,880
|
|
|
3,537
|
|
|
5
|
%
|
|
38
|
%
|
|||
Midwest
|
|
1,708
|
|
|
1,811
|
|
|
1,342
|
|
|
(6
|
)%
|
|
35
|
%
|
|||
Southeast
|
|
13,303
|
|
|
11,093
|
|
|
8,743
|
|
|
20
|
%
|
|
27
|
%
|
|||
South Central
|
|
12,249
|
|
|
11,455
|
|
|
9,046
|
|
|
7
|
%
|
|
27
|
%
|
|||
Southwest
|
|
1,703
|
|
|
1,499
|
|
|
1,348
|
|
|
14
|
%
|
|
11
|
%
|
|||
West
|
|
6,220
|
|
|
5,910
|
|
|
4,654
|
|
|
5
|
%
|
|
27
|
%
|
|||
|
|
40,309
|
|
|
36,648
|
|
|
28,670
|
|
|
10
|
%
|
|
28
|
%
|
|||
|
|
Home Sales Revenue (In millions)
|
||||||||||||||||
East
|
|
$
|
1,431.0
|
|
|
$
|
1,323.5
|
|
|
$
|
948.0
|
|
|
8
|
%
|
|
40
|
%
|
Midwest
|
|
651.7
|
|
|
665.9
|
|
|
483.0
|
|
|
(2
|
)%
|
|
38
|
%
|
|||
Southeast
|
|
3,459.3
|
|
|
2,866.2
|
|
|
2,158.0
|
|
|
21
|
%
|
|
33
|
%
|
|||
South Central
|
|
2,978.5
|
|
|
2,690.1
|
|
|
1,948.6
|
|
|
11
|
%
|
|
38
|
%
|
|||
Southwest
|
|
388.1
|
|
|
336.1
|
|
|
285.2
|
|
|
15
|
%
|
|
18
|
%
|
|||
West
|
|
2,874.5
|
|
|
2,587.6
|
|
|
1,981.9
|
|
|
11
|
%
|
|
31
|
%
|
|||
|
|
$
|
11,783.1
|
|
|
$
|
10,469.4
|
|
|
$
|
7,804.7
|
|
|
13
|
%
|
|
34
|
%
|
|
|
Average Selling Price
|
||||||||||||||||
East
|
|
$
|
279,200
|
|
|
$
|
271,200
|
|
|
$
|
268,000
|
|
|
3
|
%
|
|
1
|
%
|
Midwest
|
|
381,600
|
|
|
367,700
|
|
|
359,900
|
|
|
4
|
%
|
|
2
|
%
|
|||
Southeast
|
|
260,000
|
|
|
258,400
|
|
|
246,800
|
|
|
1
|
%
|
|
5
|
%
|
|||
South Central
|
|
243,200
|
|
|
234,800
|
|
|
215,400
|
|
|
4
|
%
|
|
9
|
%
|
|||
Southwest
|
|
227,900
|
|
|
224,200
|
|
|
211,600
|
|
|
2
|
%
|
|
6
|
%
|
|||
West
|
|
462,100
|
|
|
437,800
|
|
|
425,800
|
|
|
6
|
%
|
|
3
|
%
|
|||
|
|
$
|
292,300
|
|
|
$
|
285,700
|
|
|
$
|
272,200
|
|
|
2
|
%
|
|
5
|
%
|
|
|
Percentages of Related Revenues
|
|||||||
|
|
Fiscal Year Ended September 30,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Gross profit — Home sales
|
|
20.2
|
%
|
|
19.8
|
%
|
|
21.3
|
%
|
Gross profit — Land/lot sales and other
|
|
13.3
|
%
|
|
8.7
|
%
|
|
17.7
|
%
|
Inventory and land option charges
|
|
(0.3
|
)%
|
|
(0.6
|
)%
|
|
(1.1
|
)%
|
Gross profit — Total homebuilding
|
|
19.9
|
%
|
|
19.2
|
%
|
|
20.2
|
%
|
Selling, general and administrative expense (1)
|
|
9.3
|
%
|
|
9.5
|
%
|
|
10.5
|
%
|
Goodwill impairment
|
|
0.1
|
%
|
|
0.1
|
%
|
|
—
|
%
|
Other (income) expense (1)
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Homebuilding pre-tax income
|
|
10.7
|
%
|
|
9.6
|
%
|
|
9.8
|
%
|
(1)
|
Prior period percentages for selling, general and administrative expense and other (income) expense reflect certain reclassifications made to the prior year financial statements to conform to the classifications used in the current year. See Note A.
|
|
|
Fiscal Year Ended September 30,
|
|||||||||||||||||||||||||||||||
|
|
Homebuilding Revenues
|
|
Homebuilding Pre-tax Income (1)
|
|
Pre-tax Income as a Percentage of Homebuilding Revenues
|
|||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
East
|
|
$
|
1,446.5
|
|
|
$
|
1,333.6
|
|
|
$
|
954.7
|
|
|
$
|
138.7
|
|
|
$
|
94.2
|
|
|
$
|
45.2
|
|
|
9.6
|
%
|
|
7.1
|
%
|
|
4.7
|
%
|
Midwest
|
|
651.7
|
|
|
666.1
|
|
|
483.5
|
|
|
44.3
|
|
|
49.8
|
|
|
(9.6
|
)
|
|
6.8
|
%
|
|
7.5
|
%
|
|
(2.0
|
)%
|
||||||
Southeast
|
|
3,463.5
|
|
|
2,890.6
|
|
|
2,167.0
|
|
|
388.4
|
|
|
278.7
|
|
|
217.9
|
|
|
11.2
|
%
|
|
9.6
|
%
|
|
10.1
|
%
|
||||||
South Central
|
|
2,995.1
|
|
|
2,725.2
|
|
|
1,971.2
|
|
|
374.8
|
|
|
296.6
|
|
|
207.9
|
|
|
12.5
|
%
|
|
10.9
|
%
|
|
10.5
|
%
|
||||||
Southwest
|
|
388.1
|
|
|
336.1
|
|
|
285.2
|
|
|
7.3
|
|
|
13.1
|
|
|
25.5
|
|
|
1.9
|
%
|
|
3.9
|
%
|
|
8.9
|
%
|
||||||
West
|
|
2,916.9
|
|
|
2,607.4
|
|
|
1,996.9
|
|
|
310.9
|
|
|
285.9
|
|
|
281.6
|
|
|
10.7
|
%
|
|
11.0
|
%
|
|
14.1
|
%
|
||||||
|
|
$
|
11,861.8
|
|
|
$
|
10,559.0
|
|
|
$
|
7,858.5
|
|
|
$
|
1,264.4
|
|
|
$
|
1,018.3
|
|
|
$
|
768.5
|
|
|
10.7
|
%
|
|
9.6
|
%
|
|
9.8
|
%
|
(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, 2016
|
||||||||||||||||||
|
|
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
|
|
$
|
448.9
|
|
|
$
|
415.4
|
|
|
$
|
26.8
|
|
|
$
|
—
|
|
|
$
|
891.1
|
|
Midwest
|
|
239.3
|
|
|
189.5
|
|
|
11.9
|
|
|
0.5
|
|
|
441.2
|
|
|||||
Southeast
|
|
1,149.8
|
|
|
870.1
|
|
|
44.8
|
|
|
5.6
|
|
|
2,070.3
|
|
|||||
South Central
|
|
1,009.6
|
|
|
1,032.0
|
|
|
14.6
|
|
|
19.4
|
|
|
2,075.6
|
|
|||||
Southwest
|
|
163.8
|
|
|
189.6
|
|
|
14.1
|
|
|
3.6
|
|
|
371.1
|
|
|||||
West
|
|
906.6
|
|
|
1,315.2
|
|
|
22.5
|
|
|
3.3
|
|
|
2,247.6
|
|
|||||
Corporate and unallocated (1)
|
|
116.7
|
|
|
123.4
|
|
|
3.1
|
|
|
0.8
|
|
|
244.0
|
|
|||||
|
|
$
|
4,034.7
|
|
|
$
|
4,135.2
|
|
|
$
|
137.8
|
|
|
$
|
33.2
|
|
|
$
|
8,340.9
|
|
|
|
September 30, 2015
|
||||||||||||||||||
|
|
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
|
|
$
|
426.3
|
|
|
$
|
335.5
|
|
|
$
|
35.4
|
|
|
$
|
20.1
|
|
|
$
|
817.3
|
|
Midwest
|
|
257.6
|
|
|
205.0
|
|
|
11.9
|
|
|
—
|
|
|
474.5
|
|
|||||
Southeast
|
|
915.3
|
|
|
890.3
|
|
|
63.8
|
|
|
7.3
|
|
|
1,876.7
|
|
|||||
South Central
|
|
873.9
|
|
|
1,012.4
|
|
|
18.1
|
|
|
4.6
|
|
|
1,909.0
|
|
|||||
Southwest
|
|
111.9
|
|
|
172.6
|
|
|
27.9
|
|
|
—
|
|
|
312.4
|
|
|||||
West
|
|
803.4
|
|
|
1,316.0
|
|
|
40.6
|
|
|
5.3
|
|
|
2,165.3
|
|
|||||
Corporate and unallocated (1)
|
|
112.8
|
|
|
133.5
|
|
|
4.6
|
|
|
0.9
|
|
|
251.8
|
|
|||||
|
|
$
|
3,501.2
|
|
|
$
|
4,065.3
|
|
|
$
|
202.3
|
|
|
$
|
38.2
|
|
|
$
|
7,807.0
|
|
(1)
|
Corporate and unallocated inventory consists primarily of capitalized interest and property taxes.
|
|
|
September 30, 2016
|
|||||||||
|
|
Land/Lots
Owned (1)
|
|
Lots Controlled
Under
Land and Lot
Option Purchase
Contracts (2)
|
|
Total
Land/Lots
Owned and
Controlled
|
|
Homes
in
Inventory (3)
|
|||
East
|
|
13,400
|
|
|
15,100
|
|
|
28,500
|
|
|
3,000
|
Midwest
|
|
3,200
|
|
|
2,100
|
|
|
5,300
|
|
|
1,200
|
Southeast
|
|
30,600
|
|
|
36,100
|
|
|
66,700
|
|
|
7,600
|
South Central
|
|
37,700
|
|
|
25,100
|
|
|
62,800
|
|
|
7,000
|
Southwest
|
|
7,500
|
|
|
2,000
|
|
|
9,500
|
|
|
1,300
|
West
|
|
20,500
|
|
|
11,200
|
|
|
31,700
|
|
|
3,000
|
|
|
112,900
|
|
|
91,600
|
|
|
204,500
|
|
|
23,100
|
|
|
55
|
%
|
|
45
|
%
|
|
100
|
%
|
|
|
|
|
September 30, 2015
|
|||||||||
|
|
Land/Lots
Owned (1)
|
|
Lots Controlled
Under
Land and Lot
Option Purchase
Contracts (2)
|
|
Total
Land/Lots
Owned and
Controlled
|
|
Homes
in
Inventory (3)
|
|||
East
|
|
12,000
|
|
|
8,700
|
|
|
20,700
|
|
|
2,600
|
Midwest
|
|
4,100
|
|
|
1,100
|
|
|
5,200
|
|
|
1,100
|
Southeast
|
|
34,800
|
|
|
21,600
|
|
|
56,400
|
|
|
6,100
|
South Central
|
|
38,400
|
|
|
17,300
|
|
|
55,700
|
|
|
6,300
|
Southwest
|
|
7,500
|
|
|
1,400
|
|
|
8,900
|
|
|
900
|
West
|
|
21,600
|
|
|
5,400
|
|
|
27,000
|
|
|
2,800
|
|
|
118,400
|
|
|
55,500
|
|
|
173,900
|
|
|
19,800
|
|
|
68
|
%
|
|
32
|
%
|
|
100
|
%
|
|
|
(1)
|
Land/lots owned include approximately
30,400
and
32,600
owned lots that are fully developed and ready for home construction at
September 30, 2016
and
2015
, respectively. Land/lots owned also include land held for development representing
7,300
and
11,100
lots at
September 30, 2016
and
2015
, respectively.
|
(2)
|
The total remaining purchase price of lots controlled through land and lot option purchase contracts at
September 30, 2016
and
2015
was
$3.6 billion
and
$2.2 billion
, respectively, secured by earnest money deposits of
$167.0 million
and
$79.1 million
, respectively. Our lots controlled under land and lot option purchase contracts exclude approximately
700
and
1,300
lots at
September 30, 2016
and
2015
, respectively, representing lots controlled under lot option contracts for which we do not expect to exercise our option to purchase the land or lots, but the underlying contracts have yet to be terminated. We have reserved the deposits related to these contracts.
|
(3)
|
Homes in inventory include approximately
1,600
model homes at both
September 30, 2016
and
2015
. Approximately
11,800
and
9,700
of our homes in inventory were unsold at
September 30, 2016
and
2015
, respectively. At
September 30, 2016
, approximately
3,500
of our unsold homes were completed, of which approximately
500
homes had been completed for more than six months. At
September 30, 2015
, approximately
3,400
of our unsold homes were completed, of which approximately
700
homes had been completed for more than six months.
|
|
|
Fiscal Year Ended September 30,
|
|
2016 vs 2015
|
|
2015 vs 2014
|
|||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
|||||||
Number of first-lien loans originated or brokered by DHI Mortgage for D.R. Horton homebuyers
|
|
21,970
|
|
|
18,821
|
|
|
14,213
|
|
|
17
|
%
|
|
32
|
%
|
Number of homes closed by D.R. Horton
|
|
40,309
|
|
|
36,648
|
|
|
28,670
|
|
|
10
|
%
|
|
28
|
%
|
DHI Mortgage capture rate
|
|
55
|
%
|
|
51
|
%
|
|
50
|
%
|
|
|
|
|
|
|
Number of total loans originated or brokered by DHI Mortgage for D.R. Horton homebuyers
|
|
22,127
|
|
|
18,963
|
|
|
14,297
|
|
|
17
|
%
|
|
33
|
%
|
Total number of loans originated or brokered by DHI Mortgage
|
|
23,920
|
|
|
21,314
|
|
|
16,177
|
|
|
12
|
%
|
|
32
|
%
|
Captive business percentage
|
|
93
|
%
|
|
89
|
%
|
|
88
|
%
|
|
|
|
|
|
|
Loans sold by DHI Mortgage to third parties
|
|
23,926
|
|
|
20,623
|
|
|
15,806
|
|
|
16
|
%
|
|
30
|
%
|
|
|
Fiscal Year Ended September 30,
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Loan origination fees
|
|
$
|
20.1
|
|
|
$
|
23.6
|
|
|
$
|
20.0
|
|
|
(15
|
)%
|
|
18
|
%
|
Sale of servicing rights and gains from sale of mortgage loans
|
|
216.0
|
|
|
173.0
|
|
|
99.6
|
|
|
25
|
%
|
|
74
|
%
|
|||
Recourse (expense) benefit
|
|
(8.5
|
)
|
|
9.8
|
|
|
2.2
|
|
|
(187
|
)%
|
|
345
|
%
|
|||
Sale of servicing rights and gains from sale of mortgage loans, net
|
|
207.5
|
|
|
182.8
|
|
|
101.8
|
|
|
14
|
%
|
|
80
|
%
|
|||
Other revenues
|
|
14.6
|
|
|
13.6
|
|
|
9.7
|
|
|
7
|
%
|
|
40
|
%
|
|||
Total mortgage operations revenues
|
|
242.2
|
|
|
220.0
|
|
|
131.5
|
|
|
10
|
%
|
|
67
|
%
|
|||
Title policy premiums
|
|
53.4
|
|
|
45.0
|
|
|
34.9
|
|
|
19
|
%
|
|
29
|
%
|
|||
Total revenues
|
|
295.6
|
|
|
265.0
|
|
|
166.4
|
|
|
12
|
%
|
|
59
|
%
|
|||
General and administrative expense (1)
|
|
220.0
|
|
|
183.0
|
|
|
138.5
|
|
|
20
|
%
|
|
32
|
%
|
|||
Interest and other (income) expense (1)
|
|
(13.5
|
)
|
|
(23.1
|
)
|
|
(17.8
|
)
|
|
(42
|
)%
|
|
30
|
%
|
|||
Financial services and other pre-tax income
|
|
$
|
89.1
|
|
|
$
|
105.1
|
|
|
$
|
45.7
|
|
|
(15
|
)%
|
|
130
|
%
|
|
|
Percentages of
Financial Services Revenues (2)
|
|||||||
|
|
Fiscal Year Ended September 30,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Recourse expense (benefit)
|
|
2.8
|
%
|
|
(3.8
|
)%
|
|
(1.3
|
)%
|
General and administrative expense (1)
|
|
72.3
|
%
|
|
71.7
|
%
|
|
84.3
|
%
|
Interest and other (income) expense (1)
|
|
(4.4
|
)%
|
|
(9.1
|
)%
|
|
(10.8
|
)%
|
Financial services and other pre-tax income
|
|
29.3
|
%
|
|
41.2
|
%
|
|
27.8
|
%
|
(1)
|
Prior period amounts and percentages for general and administrative expense and interest and other (income) expense reflect certain reclassifications made to conform to the classifications used in the current year. See Note A.
|
(2)
|
Excludes the effects of recourse expense or benefit on financial services revenues.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than
5 Years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes Payable — Principal (1)
|
$
|
2,811.5
|
|
|
$
|
358.6
|
|
|
$
|
902.9
|
|
|
$
|
500.0
|
|
|
$
|
1,050.0
|
|
Notes Payable — Interest (1)
|
484.2
|
|
|
116.9
|
|
|
177.3
|
|
|
112.6
|
|
|
77.4
|
|
|||||
Operating Leases
|
32.9
|
|
|
12.4
|
|
|
14.3
|
|
|
5.4
|
|
|
0.8
|
|
|||||
Purchase Obligations (2)
|
38.1
|
|
|
26.4
|
|
|
10.9
|
|
|
0.8
|
|
|
—
|
|
|||||
|
$
|
3,366.7
|
|
|
$
|
514.3
|
|
|
$
|
1,105.4
|
|
|
$
|
618.8
|
|
|
$
|
1,128.2
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes Payable — Principal (3)
|
$
|
473.0
|
|
|
$
|
473.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes Payable — Interest (3)
|
12.7
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating Leases
|
1.8
|
|
|
0.6
|
|
|
0.9
|
|
|
0.3
|
|
|
—
|
|
|||||
|
$
|
487.5
|
|
|
$
|
486.3
|
|
|
$
|
0.9
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
(1)
|
Homebuilding notes payable represent principal and interest payments due on our senior notes and our secured notes. Because the balance of our revolving credit facility was
zero
at
September 30, 2016
, we did not assume any principal or interest payments related to this facility in future periods.
|
(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, 2016
, there were a limited number of contracts, representing
$38.1 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. Further information about our land option contracts is provided in the “Inventories, Land and Lot Position and Homes in Inventory” section included herein.
|
(3)
|
Financial services notes payable represent principal and interest payments due on our mortgage subsidiary’s repurchase facility. The interest obligation associated with this variable rate facility is based on its annual effective rate of
2.7%
and principal balance outstanding at
September 30, 2016
.
|
•
|
the cyclical nature of the homebuilding industry and changes in economic, real estate and other conditions;
|
•
|
constriction of the credit 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;
|
•
|
home warranty and construction defect claims;
|
•
|
the effects of a health and safety incident;
|
•
|
the effects of negative publicity;
|
•
|
supply shortages and other risks of acquiring land, building materials and skilled labor;
|
•
|
the impact of an inflationary, deflationary or higher interest rate environment;
|
•
|
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 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;
|
•
|
our ability to effect our growth strategies, acquisitions or investments successfully;
|
•
|
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, 2016
|
||||||||||||||||||||||||
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
358.6
|
|
|
$
|
402.1
|
|
|
$
|
500.8
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
1,050.0
|
|
|
$
|
2,811.5
|
|
|
$
|
2,959.0
|
|
Average interest rate
|
|
5.0
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|
4.2
|
%
|
|
—
|
%
|
|
5.2
|
%
|
|
4.6
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
473.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
473.0
|
|
|
$
|
473.0
|
|
Average interest rate
|
|
2.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.7
|
%
|
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
ASSETS
|
|
|
|
||||
Homebuilding:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,271.8
|
|
|
$
|
1,354.8
|
|
Restricted cash
|
9.5
|
|
|
9.7
|
|
||
Inventories:
|
|
|
|
|
|
||
Construction in progress and finished homes
|
4,034.7
|
|
|
3,501.2
|
|
||
Residential land and lots — developed and under development
|
4,135.2
|
|
|
4,065.3
|
|
||
Land held for development
|
137.8
|
|
|
202.3
|
|
||
Land held for sale
|
33.2
|
|
|
38.2
|
|
||
|
8,340.9
|
|
|
7,807.0
|
|
||
Deferred income taxes, net of valuation allowance of $10.3 million
and $10.1 million at September 30, 2016 and 2015, respectively
|
476.3
|
|
|
558.1
|
|
||
Property and equipment, net
|
139.5
|
|
|
124.8
|
|
||
Other assets
|
456.2
|
|
|
455.0
|
|
||
Goodwill
|
80.0
|
|
|
87.2
|
|
||
|
10,774.2
|
|
|
10,396.6
|
|
||
Financial Services and Other:
|
|
|
|
|
|
||
Cash and cash equivalents
|
31.4
|
|
|
29.0
|
|
||
Mortgage loans held for sale
|
654.0
|
|
|
631.0
|
|
||
Property and equipment, net
|
55.9
|
|
|
22.1
|
|
||
Other assets
|
43.4
|
|
|
72.3
|
|
||
|
784.7
|
|
|
754.4
|
|
||
Total assets
|
$
|
11,558.9
|
|
|
$
|
11,151.0
|
|
LIABILITIES
|
|
|
|
||||
Homebuilding:
|
|
|
|
|
|
||
Accounts payable
|
$
|
537.0
|
|
|
$
|
473.0
|
|
Accrued expenses and other liabilities
|
917.1
|
|
|
927.4
|
|
||
Notes payable
|
2,798.3
|
|
|
3,333.6
|
|
||
|
4,252.4
|
|
|
4,734.0
|
|
||
Financial Services and Other:
|
|
|
|
|
|
||
Accounts payable and other liabilities
|
40.5
|
|
|
43.7
|
|
||
Mortgage repurchase facility
|
473.0
|
|
|
477.9
|
|
||
|
513.5
|
|
|
521.6
|
|
||
Total liabilities
|
4,765.9
|
|
|
5,255.6
|
|
||
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,
380,123,258 shares issued and 372,923,187 shares outstanding at September 30, 2016
and 375,847,442 shares issued and 368,647,371 shares outstanding at September 30, 2015
|
3.8
|
|
|
3.8
|
|
||
Additional paid-in capital
|
2,865.8
|
|
|
2,733.8
|
|
||
Retained earnings
|
4,057.2
|
|
|
3,289.6
|
|
||
Treasury stock, 7,200,071 shares at September 30, 2016 and 2015, at cost
|
(134.3
|
)
|
|
(134.3
|
)
|
||
Accumulated other comprehensive income
|
—
|
|
|
1.4
|
|
||
Stockholders’ equity
|
6,792.5
|
|
|
5,894.3
|
|
||
Noncontrolling interests
|
0.5
|
|
|
1.1
|
|
||
Total equity
|
6,793.0
|
|
|
5,895.4
|
|
||
Total liabilities and equity
|
$
|
11,558.9
|
|
|
$
|
11,151.0
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions, except per share data)
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Home sales
|
$
|
11,783.1
|
|
|
$
|
10,469.4
|
|
|
$
|
7,804.7
|
|
Land/lot sales and other
|
78.7
|
|
|
89.6
|
|
|
53.8
|
|
|||
|
11,861.8
|
|
|
10,559.0
|
|
|
7,858.5
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
|
|
|||
Home sales
|
9,403.0
|
|
|
8,393.6
|
|
|
6,139.1
|
|
|||
Land/lot sales and other
|
68.2
|
|
|
81.8
|
|
|
44.3
|
|
|||
Inventory and land option charges
|
31.4
|
|
|
60.3
|
|
|
85.2
|
|
|||
|
9,502.6
|
|
|
8,535.7
|
|
|
6,268.6
|
|
|||
Gross profit:
|
|
|
|
|
|
|
|
|
|||
Home sales
|
2,380.1
|
|
|
2,075.8
|
|
|
1,665.6
|
|
|||
Land/lot sales and other
|
10.5
|
|
|
7.8
|
|
|
9.5
|
|
|||
Inventory and land option charges
|
(31.4
|
)
|
|
(60.3
|
)
|
|
(85.2
|
)
|
|||
|
2,359.2
|
|
|
2,023.3
|
|
|
1,589.9
|
|
|||
Selling, general and administrative expense
|
1,100.3
|
|
|
1,003.0
|
|
|
826.9
|
|
|||
Goodwill impairment
|
7.2
|
|
|
9.8
|
|
|
—
|
|
|||
Other (income) expense
|
(12.7
|
)
|
|
(7.8
|
)
|
|
(5.5
|
)
|
|||
Homebuilding pre-tax income
|
1,264.4
|
|
|
1,018.3
|
|
|
768.5
|
|
|||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
295.6
|
|
|
265.0
|
|
|
166.4
|
|
|||
General and administrative expense
|
220.0
|
|
|
183.0
|
|
|
138.5
|
|
|||
Interest and other (income) expense
|
(13.5
|
)
|
|
(23.1
|
)
|
|
(17.8
|
)
|
|||
Financial services and other pre-tax income
|
89.1
|
|
|
105.1
|
|
|
45.7
|
|
|||
Income before income taxes
|
1,353.5
|
|
|
1,123.4
|
|
|
814.2
|
|
|||
Income tax expense
|
467.2
|
|
|
372.7
|
|
|
280.7
|
|
|||
Net income
|
$
|
886.3
|
|
|
$
|
750.7
|
|
|
$
|
533.5
|
|
Other comprehensive income (loss), net of income tax:
|
|
|
|
|
|
|
|
|
|||
Debt securities collateralized by residential real estate:
|
|
|
|
|
|
||||||
Net change in unrealized gain (loss)
|
1.2
|
|
|
(0.8
|
)
|
|
0.3
|
|
|||
Reclassification adjustment for net gain realized in net income
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
$
|
884.9
|
|
|
$
|
749.9
|
|
|
$
|
533.8
|
|
Basic net income per common share
|
$
|
2.39
|
|
|
$
|
2.05
|
|
|
$
|
1.57
|
|
Net income per common share assuming dilution
|
$
|
2.36
|
|
|
$
|
2.03
|
|
|
$
|
1.50
|
|
Cash dividends declared per common share
|
$
|
0.32
|
|
|
$
|
0.25
|
|
|
$
|
0.1375
|
|
|
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, 2013 (322,943,618 shares)
|
$
|
3.3
|
|
|
$
|
2,042.0
|
|
|
$
|
2,145.6
|
|
|
$
|
(134.3
|
)
|
|
$
|
1.9
|
|
|
$
|
2.9
|
|
|
$
|
4,061.4
|
|
Net income
|
—
|
|
|
—
|
|
|
533.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
533.5
|
|
|||||||
Issuances under employee benefit plans (77,216 shares)
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||||
Exercise of stock options (2,687,724 shares)
|
—
|
|
|
43.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.8
|
|
|||||||
Net income tax deficiency from employee stock awards
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|||||||
Stock issued under employee incentive plans, net of shares withheld for employee taxes (288,685 shares)
|
—
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|||||||
Conversion of 2% convertible senior notes (38,589,451 shares)
|
0.4
|
|
|
498.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498.6
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
26.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.2
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(48.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.6
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|||||||
Balances at September 30, 2014 (364,586,694 shares)
|
$
|
3.7
|
|
|
$
|
2,613.7
|
|
|
$
|
2,630.5
|
|
|
$
|
(134.3
|
)
|
|
$
|
2.2
|
|
|
$
|
3.9
|
|
|
$
|
5,119.7
|
|
Net income
|
—
|
|
|
—
|
|
|
750.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750.7
|
|
|||||||
Issuances under employee benefit plans (82,446 shares)
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||||
Exercise of stock options (3,636,655 shares)
|
0.1
|
|
|
60.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.1
|
|
|||||||
Tax benefit from employee stock awards
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|||||||
Stock issued under employee incentive plans, net of shares withheld for employee taxes (341,576 shares)
|
—
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
42.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.2
|
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
(91.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91.6
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|||||||
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, net of shares withheld for employee taxes (681,175 shares)
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|||||||
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
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
886.3
|
|
|
$
|
750.7
|
|
|
$
|
533.5
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
61.0
|
|
|
54.1
|
|
|
38.4
|
|
|||
Amortization of discounts and fees
|
5.4
|
|
|
5.6
|
|
|
27.4
|
|
|||
Stock-based compensation expense
|
49.0
|
|
|
42.2
|
|
|
26.2
|
|
|||
Excess income tax benefit from employee stock awards
|
(10.0
|
)
|
|
(12.3
|
)
|
|
(0.6
|
)
|
|||
Deferred income taxes
|
75.3
|
|
|
3.1
|
|
|
17.4
|
|
|||
Inventory and land option charges
|
31.4
|
|
|
60.3
|
|
|
85.2
|
|
|||
Gain on sale of debt securities collateralized by residential real estate
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
7.2
|
|
|
9.8
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
(Increase) decrease in construction in progress and finished homes
|
(496.2
|
)
|
|
63.1
|
|
|
(918.2
|
)
|
|||
Increase in residential land and lots —
developed, under development, held for development and held for sale
|
(10.3
|
)
|
|
(152.6
|
)
|
|
(513.6
|
)
|
|||
(Increase) decrease in other assets
|
(16.3
|
)
|
|
(29.8
|
)
|
|
8.8
|
|
|||
Increase in mortgage loans held for sale
|
(12.4
|
)
|
|
(154.1
|
)
|
|
(81.8
|
)
|
|||
Increase in accounts payable, accrued expenses and other liabilities
|
52.1
|
|
|
60.3
|
|
|
115.9
|
|
|||
Net cash provided by (used in) operating activities
|
618.0
|
|
|
700.4
|
|
|
(661.4
|
)
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(86.1
|
)
|
|
(56.1
|
)
|
|
(100.2
|
)
|
|||
Proceeds from the sale of property and equipment to a related party
|
—
|
|
|
56.0
|
|
|
—
|
|
|||
Decrease (increase) in restricted cash
|
0.2
|
|
|
(0.7
|
)
|
|
67.8
|
|
|||
Net principal decrease (increase) of other mortgage loans and real estate owned
|
19.7
|
|
|
(8.9
|
)
|
|
(5.6
|
)
|
|||
Proceeds from sale (purchases) of debt securities collateralized by residential real estate
|
35.8
|
|
|
(14.8
|
)
|
|
—
|
|
|||
Payments related to acquisition of a business
|
(82.2
|
)
|
|
(70.9
|
)
|
|
(244.1
|
)
|
|||
Net cash used in investing activities
|
(112.6
|
)
|
|
(95.4
|
)
|
|
(282.1
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Proceeds from notes payable
|
—
|
|
|
1,590.7
|
|
|
1,427.6
|
|
|||
Repayment of notes payable
|
(549.7
|
)
|
|
(1,456.2
|
)
|
|
(796.9
|
)
|
|||
Proceeds from stock associated with certain employee benefit plans
|
72.4
|
|
|
61.8
|
|
|
45.2
|
|
|||
Excess income tax benefit from employee stock awards
|
10.0
|
|
|
12.3
|
|
|
0.6
|
|
|||
Cash dividends paid
|
(118.7
|
)
|
|
(91.6
|
)
|
|
(48.6
|
)
|
|||
Net cash (used in) provided by financing activities
|
(586.0
|
)
|
|
117.0
|
|
|
627.9
|
|
|||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(80.6
|
)
|
|
722.0
|
|
|
(315.6
|
)
|
|||
Cash and cash equivalents at beginning of year
|
1,383.8
|
|
|
661.8
|
|
|
977.4
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,303.2
|
|
|
$
|
1,383.8
|
|
|
$
|
661.8
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid, net
|
$
|
389.9
|
|
|
$
|
334.0
|
|
|
$
|
279.8
|
|
Supplemental disclosures of non-cash activities:
|
|
|
|
|
|
|
|
|
|||
Notes payable issued for inventory
|
$
|
4.2
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
Stock issued under employee incentive plans
|
$
|
20.1
|
|
|
$
|
8.3
|
|
|
$
|
5.5
|
|
Accrual for holdback payment related to acquisition
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Conversion of 2% convertible senior notes into equity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
498.6
|
|
Notes payable assumed to purchase land investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.6
|
|
Note receivable related to sale of land
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Buildings and improvements
|
$
|
166.7
|
|
|
$
|
115.7
|
|
Model home furniture
|
101.0
|
|
|
97.2
|
|
||
Office furniture and equipment
|
85.4
|
|
|
74.2
|
|
||
Land
|
37.8
|
|
|
26.7
|
|
||
Total property and equipment
|
390.9
|
|
|
313.8
|
|
||
Accumulated depreciation
|
(195.5
|
)
|
|
(166.9
|
)
|
||
Property and equipment, net (1)
|
$
|
195.4
|
|
|
$
|
146.9
|
|
(1)
|
Includes
$55.9 million
and
$22.1 million
at
September 30, 2016
and
2015
, respectively, of property and equipment related to the Company’s financial services and other operations.
|
|
East:
|
|
Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina and Virginia
|
|
Midwest:
|
|
Colorado, Illinois 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
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Homebuilding revenues:
|
|
|
|
|
|
|
|
|
|||
East
|
$
|
1,446.5
|
|
|
$
|
1,333.6
|
|
|
$
|
954.7
|
|
Midwest
|
651.7
|
|
|
666.1
|
|
|
483.5
|
|
|||
Southeast
|
3,463.5
|
|
|
2,890.6
|
|
|
2,167.0
|
|
|||
South Central
|
2,995.1
|
|
|
2,725.2
|
|
|
1,971.2
|
|
|||
Southwest
|
388.1
|
|
|
336.1
|
|
|
285.2
|
|
|||
West
|
2,916.9
|
|
|
2,607.4
|
|
|
1,996.9
|
|
|||
Homebuilding revenues
|
11,861.8
|
|
|
10,559.0
|
|
|
7,858.5
|
|
|||
Financial services revenues
|
295.6
|
|
|
265.0
|
|
|
166.4
|
|
|||
Total revenues
|
$
|
12,157.4
|
|
|
$
|
10,824.0
|
|
|
$
|
8,024.9
|
|
Inventory Impairments
|
|
|
|
|
|
|
|
|
|||
East
|
$
|
12.3
|
|
|
$
|
14.3
|
|
|
$
|
17.7
|
|
Midwest
|
—
|
|
|
—
|
|
|
49.3
|
|
|||
Southeast
|
0.7
|
|
|
8.8
|
|
|
3.1
|
|
|||
South Central
|
1.0
|
|
|
1.4
|
|
|
—
|
|
|||
Southwest
|
6.0
|
|
|
—
|
|
|
—
|
|
|||
West
|
0.3
|
|
|
20.4
|
|
|
5.1
|
|
|||
Total inventory impairments
|
$
|
20.3
|
|
|
$
|
44.9
|
|
|
$
|
75.2
|
|
Income Before Income Taxes (1) (2)
|
|
|
|
|
|
|
|
|
|||
Homebuilding pre-tax income (loss):
|
|
|
|
|
|
|
|
|
|||
East
|
$
|
138.7
|
|
|
$
|
94.2
|
|
|
$
|
45.2
|
|
Midwest
|
44.3
|
|
|
49.8
|
|
|
(9.6
|
)
|
|||
Southeast
|
388.4
|
|
|
278.7
|
|
|
217.9
|
|
|||
South Central
|
374.8
|
|
|
296.6
|
|
|
207.9
|
|
|||
Southwest
|
7.3
|
|
|
13.1
|
|
|
25.5
|
|
|||
West
|
310.9
|
|
|
285.9
|
|
|
281.6
|
|
|||
Homebuilding pre-tax income
|
1,264.4
|
|
|
1,018.3
|
|
|
768.5
|
|
|||
Financial services pre-tax income
|
98.1
|
|
|
105.1
|
|
|
45.4
|
|
|||
Homebuilding and financial services pre-tax income
|
1,362.5
|
|
|
1,123.4
|
|
|
813.9
|
|
|||
Other pre-tax income (loss)
|
(9.0
|
)
|
|
—
|
|
|
0.3
|
|
|||
Income before income taxes
|
$
|
1,353.5
|
|
|
$
|
1,123.4
|
|
|
$
|
814.2
|
|
(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 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.
|
(2)
|
The operating results of certain subsidiaries that were previously included with the Company’s homebuilding operations and are immaterial for separate reporting, are now grouped together and presented as other. The prior year amounts have been reclassified to conform to the current year presentation.
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Homebuilding Inventories (1):
|
|
|
|
|
|
||
East
|
$
|
891.1
|
|
|
$
|
817.3
|
|
Midwest
|
441.2
|
|
|
474.5
|
|
||
Southeast
|
2,070.3
|
|
|
1,876.7
|
|
||
South Central
|
2,075.6
|
|
|
1,909.0
|
|
||
Southwest
|
371.1
|
|
|
312.4
|
|
||
West
|
2,247.6
|
|
|
2,165.3
|
|
||
Corporate and unallocated (2)
|
244.0
|
|
|
251.8
|
|
||
Total homebuilding inventories
|
$
|
8,340.9
|
|
|
$
|
7,807.0
|
|
(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.
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Homebuilding:
|
|
|
|
|
|
||
Unsecured:
|
|
|
|
|
|
||
Revolving credit facility, maturing 2020
|
$
|
—
|
|
|
$
|
—
|
|
5.625% senior notes due 2016
|
—
|
|
|
170.1
|
|
||
6.5% senior notes due 2016
|
—
|
|
|
372.5
|
|
||
4.75% senior notes due 2017
|
349.5
|
|
|
348.7
|
|
||
3.625% senior notes due 2018
|
398.9
|
|
|
398.2
|
|
||
3.75% senior notes due 2019
|
498.0
|
|
|
497.3
|
|
||
4.0% senior notes due 2020
|
497.1
|
|
|
496.4
|
|
||
4.375% senior notes due 2022
|
347.7
|
|
|
347.4
|
|
||
4.75% senior notes due 2023
|
298.2
|
|
|
297.9
|
|
||
5.75% senior notes due 2023
|
397.3
|
|
|
397.0
|
|
||
Other secured notes
|
11.6
|
|
|
8.1
|
|
||
|
$
|
2,798.3
|
|
|
$
|
3,333.6
|
|
Financial Services:
|
|
|
|
|
|
||
Mortgage repurchase facility, maturing 2017
|
$
|
473.0
|
|
|
$
|
477.9
|
|
Notes Payable
|
|
Principal Amount
|
|
Date Issued
|
|
Date Due
|
|
Redeemable
Prior to
Maturity (1)
|
|
Effective
Interest Rate (2)
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
4.75% senior notes
|
|
$350.0
|
|
May 2012
|
|
May 15, 2017
|
|
Yes
|
|
5.0%
|
3.625% senior notes
|
|
$400.0
|
|
February 2013
|
|
February 15, 2018
|
|
Yes
|
|
3.8%
|
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%
|
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 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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Capitalized interest, beginning of year
|
$
|
208.0
|
|
|
$
|
198.5
|
|
|
$
|
137.1
|
|
Interest incurred (1)
|
152.3
|
|
|
169.2
|
|
|
185.8
|
|
|||
Interest expensed:
|
|
|
|
|
|
||||||
Charged to cost of sales
|
(169.0
|
)
|
|
(159.4
|
)
|
|
(123.1
|
)
|
|||
Written off with inventory impairments
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|||
Capitalized interest, end of year
|
$
|
191.2
|
|
|
$
|
208.0
|
|
|
$
|
198.5
|
|
(1)
|
Interest incurred includes interest incurred on the Company's financial services mortgage repurchase facility of
$8.4 million
,
$7.4 million
and
$4.5 million
in fiscal
2016
,
2015
and
2014
, respectively.
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Loss reserves related to:
|
|
|
|
|
|
||
Other mortgage loans
|
$
|
1.8
|
|
|
$
|
1.5
|
|
Real estate owned
|
0.1
|
|
|
0.1
|
|
||
Loan repurchase and settlement obligations - known and expected
|
6.8
|
|
|
9.8
|
|
||
|
$
|
8.7
|
|
|
$
|
11.4
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Current tax expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
376.0
|
|
|
$
|
356.4
|
|
|
$
|
253.6
|
|
State
|
15.9
|
|
|
13.2
|
|
|
9.1
|
|
|||
|
391.9
|
|
|
369.6
|
|
|
262.7
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
47.6
|
|
|
(3.1
|
)
|
|
2.9
|
|
|||
State
|
27.7
|
|
|
6.2
|
|
|
15.1
|
|
|||
|
75.3
|
|
|
3.1
|
|
|
18.0
|
|
|||
Total income tax expense
|
$
|
467.2
|
|
|
$
|
372.7
|
|
|
$
|
280.7
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Income taxes at federal statutory rate
|
$
|
473.7
|
|
|
$
|
393.2
|
|
|
$
|
285.0
|
|
Increase (decrease) in tax resulting from:
|
|
|
|
|
|
||||||
State income taxes, net of federal benefit
|
38.6
|
|
|
37.0
|
|
|
24.9
|
|
|||
Domestic production activities deduction
|
(36.3
|
)
|
|
(35.7
|
)
|
|
(22.4
|
)
|
|||
Uncertain tax positions
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|||
Valuation allowance
|
0.2
|
|
|
(21.0
|
)
|
|
0.1
|
|
|||
Tax credits
|
(15.9
|
)
|
|
(2.2
|
)
|
|
(0.9
|
)
|
|||
Other
|
6.9
|
|
|
1.4
|
|
|
0.4
|
|
|||
Total income tax expense
|
$
|
467.2
|
|
|
$
|
372.7
|
|
|
$
|
280.7
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Inventory costs
|
$
|
87.6
|
|
|
$
|
113.7
|
|
Inventory impairments
|
128.3
|
|
|
180.4
|
|
||
Warranty and construction defect costs
|
138.8
|
|
|
127.1
|
|
||
Net operating loss carryforwards
|
40.1
|
|
|
58.5
|
|
||
Tax credit carryforwards
|
2.9
|
|
|
7.6
|
|
||
Incentive compensation plans
|
82.2
|
|
|
79.3
|
|
||
Deferral of profit on home sales
|
2.2
|
|
|
2.0
|
|
||
Other
|
11.1
|
|
|
14.4
|
|
||
Total deferred tax assets
|
493.2
|
|
|
583.0
|
|
||
Valuation allowance
|
(10.3
|
)
|
|
(10.1
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
482.9
|
|
|
572.9
|
|
||
Deferred tax liabilities
|
6.6
|
|
|
14.8
|
|
||
Deferred income taxes, net
|
$
|
476.3
|
|
|
$
|
558.1
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
886.3
|
|
|
$
|
750.7
|
|
|
$
|
533.5
|
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Interest and amortization of issuance costs associated with convertible senior notes, net of tax
|
—
|
|
|
—
|
|
|
16.5
|
|
|||
Numerator for diluted earnings per share after assumed conversions
|
$
|
886.3
|
|
|
$
|
750.7
|
|
|
$
|
550.0
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share — weighted average common shares
|
371.0
|
|
|
366.3
|
|
|
340.5
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Employee stock awards
|
4.1
|
|
|
3.5
|
|
|
3.1
|
|
|||
Convertible senior notes
|
—
|
|
|
—
|
|
|
23.0
|
|
|||
Denominator for diluted earnings per share — adjusted weighted average common shares
|
375.1
|
|
|
369.8
|
|
|
366.6
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
2.39
|
|
|
$
|
2.05
|
|
|
$
|
1.57
|
|
Net income per common share assuming dilution
|
$
|
2.36
|
|
|
$
|
2.03
|
|
|
$
|
1.50
|
|
|
Year Ended September 30,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|||||||||
Outstanding at beginning of year
|
15,337,656
|
|
|
$
|
17.50
|
|
|
19,478,811
|
|
|
$
|
17.37
|
|
|
18,962,536
|
|
|
$
|
15.91
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,856,166
|
|
|
23.85
|
|
|||
Exercised
|
(3,504,989
|
)
|
|
31.21
|
|
|
(3,636,655
|
)
|
|
28.75
|
|
|
(2,687,724
|
)
|
|
16.30
|
|
|||
Cancelled or expired
|
(436,750
|
)
|
|
18.45
|
|
|
(504,500
|
)
|
|
19.89
|
|
|
(652,167
|
)
|
|
17.68
|
|
|||
Outstanding at end of year
|
11,395,917
|
|
|
$
|
16.69
|
|
|
15,337,656
|
|
|
$
|
17.50
|
|
|
19,478,811
|
|
|
$
|
17.37
|
|
Exercisable at end of year
|
6,645,967
|
|
|
$
|
14.99
|
|
|
6,859,889
|
|
|
$
|
16.51
|
|
|
7,207,978
|
|
|
$
|
16.27
|
|
|
Year Ended
|
|
September 30, 2014
|
Risk free interest rate
|
2.01%
|
Expected life (in years)
|
6.48
|
Expected volatility
|
48.80%
|
Expected dividend yield
|
0.63%
|
Grant Date
|
|
Vesting Date
|
|
Target Number of Performance Units
|
|
Grant Date Fair Value per Unit
|
|
Compensation Expense
Year Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
|
|
|
|
|
|
(In millions)
|
||||||||||||
November 2013
|
|
September 2016
|
|
350,000
|
|
$
|
19.64
|
|
|
$
|
4.4
|
|
|
$
|
5.2
|
|
|
$
|
2.6
|
|
November 2014
|
|
September 2017
|
|
290,000
|
|
23.62
|
|
|
4.1
|
|
|
3.4
|
|
|
—
|
|
||||
November 2015
|
|
September 2018
|
|
330,000
|
|
30.81
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
$
|
12.5
|
|
|
$
|
8.6
|
|
|
$
|
2.6
|
|
|
Year Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
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
|
1,978,262
|
|
|
$
|
25.60
|
|
|
26,668
|
|
|
$
|
21.49
|
|
Granted
|
2,117,330
|
|
|
23.14
|
|
|
2,036,900
|
|
|
26.02
|
|
||
Vested
|
(423,427
|
)
|
|
25.57
|
|
|
(12,221
|
)
|
|
21.48
|
|
||
Cancelled
|
(193,932
|
)
|
|
25.05
|
|
|
(73,085
|
)
|
|
26.06
|
|
||
Outstanding at end of year
|
3,478,233
|
|
|
$
|
24.12
|
|
|
1,978,262
|
|
|
$
|
25.60
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Warranty liability, beginning of year
|
$
|
82.0
|
|
|
$
|
65.7
|
|
Warranties issued
|
54.2
|
|
|
47.2
|
|
||
Changes in liability for pre-existing warranties
|
13.9
|
|
|
5.6
|
|
||
Settlements made
|
(45.7
|
)
|
|
(36.5
|
)
|
||
Warranty liability, end of year
|
$
|
104.4
|
|
|
$
|
82.0
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Reserves for legal claims, beginning of year
|
$
|
451.0
|
|
|
$
|
456.9
|
|
Increase in reserves
|
25.4
|
|
|
44.0
|
|
||
Payments
|
(52.9
|
)
|
|
(49.9
|
)
|
||
Reserves for legal claims, end of year
|
$
|
423.5
|
|
|
$
|
451.0
|
|
2017
|
$
|
13.0
|
|
2018
|
10.0
|
|
|
2019
|
5.2
|
|
|
2020
|
3.3
|
|
|
2021
|
2.4
|
|
|
Thereafter
|
0.8
|
|
|
|
$
|
34.7
|
|
|
September 30,
|
||||||
|
2016
|
|
2015 (1)
|
||||
|
(In millions)
|
||||||
Insurance receivables
|
$
|
88.7
|
|
|
$
|
126.5
|
|
Earnest money and refundable deposits
|
219.7
|
|
|
136.2
|
|
||
Accounts and notes receivable
|
35.9
|
|
|
49.2
|
|
||
Prepaid assets
|
29.5
|
|
|
40.9
|
|
||
Rental properties
|
56.9
|
|
|
47.1
|
|
||
Debt securities collateralized by residential real estate
|
—
|
|
|
33.9
|
|
||
Other assets
|
25.5
|
|
|
21.2
|
|
||
|
$
|
456.2
|
|
|
$
|
455.0
|
|
|
September 30,
|
||||||
|
2016
|
|
2015 (1)
|
||||
|
(In millions)
|
||||||
Reserves for legal claims
|
$
|
423.5
|
|
|
$
|
451.0
|
|
Employee compensation and related liabilities
|
183.3
|
|
|
171.8
|
|
||
Warranty liability
|
104.4
|
|
|
82.0
|
|
||
Accrued interest
|
17.9
|
|
|
30.7
|
|
||
Federal and state income tax liabilities
|
28.1
|
|
|
36.1
|
|
||
Inventory related accruals
|
31.9
|
|
|
30.0
|
|
||
Homebuyer deposits
|
54.2
|
|
|
58.9
|
|
||
Accrued property taxes
|
35.2
|
|
|
32.0
|
|
||
Other liabilities
|
38.6
|
|
|
34.9
|
|
||
|
$
|
917.1
|
|
|
$
|
927.4
|
|
(1)
|
As described in Note A, the assets and liabilities of certain subsidiaries were reclassified from the Company’s homebuilding section of its balance sheet to the financial services and other section of its balance sheet during fiscal 2016. The prior year amounts have been reclassified to conform to the current year presentation.
|
•
|
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, 2016
|
||||||||||||||
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
(In millions)
|
||||||||||||||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage loans held for sale (b)
|
Mortgage loans held for sale
|
|
$
|
—
|
|
|
$
|
640.9
|
|
|
$
|
6.8
|
|
|
$
|
647.7
|
|
Derivatives not designated as hedging instruments (c):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate lock commitments
|
Other assets
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
9.3
|
|
||||
Forward sales of MBS
|
Other liabilities
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||
Best-efforts and mandatory commitments
|
Other liabilities
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
|
|
Fair Value at September 30, 2015
|
||||||||||||||
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
(In millions)
|
||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt securities collateralized by residential real estate (a)
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.9
|
|
|
$
|
33.9
|
|
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage loans held for sale (b)
|
Mortgage loans held for sale
|
|
—
|
|
|
617.1
|
|
|
13.9
|
|
|
631.0
|
|
||||
Derivatives not designated as hedging instruments (c):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate lock commitments
|
Other assets
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
||||
Forward sales of MBS
|
Other liabilities
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
||||
Best-efforts and mandatory commitments
|
Other liabilities
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
Level 3 Assets at Fair Value for the Year Ended September 30, 2016
|
||||||||||||||||||||||||||
|
Balance at
September 30, 2015 |
|
Net realized and unrealized gains (losses)
|
|
Purchases
|
|
Sales and Settlements
|
|
Principal Reductions
|
|
Net transfers to (out of) Level 3
|
|
Balance at
September 30, 2016 |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Debt securities collateralized by residential real estate (a)
|
$
|
33.9
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
(35.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage loans held for sale (b)
|
13.9
|
|
|
2.4
|
|
|
—
|
|
|
(27.1
|
)
|
|
—
|
|
|
17.6
|
|
|
6.8
|
|
|||||||
|
|||||||||||||||||||||||||||
|
Level 3 Assets at Fair Value for the Year Ended September 30, 2015
|
||||||||||||||||||||||||||
|
Balance at
September 30, 2014 |
|
Net realized and unrealized gains (losses)
|
|
Purchases
|
|
Sales and Settlements
|
|
Principal Reductions
|
|
Net transfers to (out of) Level 3
|
|
Balance at
September 30, 2015 |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Debt securities collateralized by residential real estate (a)
|
$
|
20.8
|
|
|
$
|
(1.4
|
)
|
|
$
|
14.8
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
33.9
|
|
Mortgage loans held for sale (b)
|
12.0
|
|
|
0.5
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
4.7
|
|
|
13.9
|
|
(a)
|
In October 2012, the Company purchased defaulted debt securities, which were secured by residential real estate, for
$18.6 million
in cash. In fiscal 2015, the Company purchased the residential real estate parcel and all additional defaulted debt securities associated with the parcel for
$19.9 million
in cash, of which
$5.1 million
was allocated to the land and
$14.8 million
was allocated to the debt securities. The Company sold all of the debt securities to a third party for
$35.8 million
in January 2016. The resulting gain of
$4.5 million
on the sale is included in homebuilding other income in the consolidated statement of operations for fiscal
2016
.
|
(b)
|
Mortgage loans held for sale are reflected at fair value. Interest income earned on mortgage loans held for sale is based on contractual interest rates and included in financial services interest and other income. Mortgage loans held for sale at
September 30, 2016
and
2015
include
$6.8 million
and
$13.9 million
, respectively, of loans for which the Company elected the fair value option upon origination and which the Company did not sell into the secondary market. Mortgage loans held for sale totaling
$17.6 million
and
$4.7 million
were transferred to Level 3 during fiscal
2016
and
2015
, respectively, due to significant unobservable inputs used in determining the fair value of the loans. The fair value of these mortgage loans held for sale is generally calculated considering 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.
|
(c)
|
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. Changes in these fair values during the periods presented are included in financial services revenues in the consolidated statements of operations.
|
|
|
|
Fair Value at September 30, 2016
|
|
Fair Value at September 30, 2015
|
||||||||
|
Balance Sheet Location
|
|
Level 2
|
|
Level 3
|
|
Level 3
|
||||||
|
|
|
(In millions)
|
||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
||||||
Inventory held and used (a) (b)
|
Inventories
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
10.1
|
|
Inventory available for sale (a) (c)
|
Inventories
|
|
—
|
|
|
0.8
|
|
|
2.8
|
|
|||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
||||
Mortgage loans held for sale (a) (d)
|
Mortgage loans held for sale
|
|
1.6
|
|
|
2.4
|
|
|
—
|
|
|||
Other mortgage loans (a) (e)
|
Other assets
|
|
—
|
|
|
3.8
|
|
|
15.2
|
|
|||
Real estate owned (a) (e)
|
Other assets
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
(a)
|
The fair values included in the table above represent only those assets whose carrying values were adjusted to fair value 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
10%
to
14%
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. 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 and real estate owned are determined based on the value of the underlying collateral.
|
|
Carrying Value
|
|
Fair Value at September 30, 2016
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents (a)
|
$
|
1,271.8
|
|
|
$
|
1,271.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,271.8
|
|
Restricted cash (a)
|
9.5
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|||||
Senior notes (b)
|
2,786.7
|
|
|
—
|
|
|
2,947.4
|
|
|
—
|
|
|
2,947.4
|
|
|||||
Other secured notes (a)
|
11.6
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
11.6
|
|
|||||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents (a)
|
31.4
|
|
|
31.4
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
|||||
Mortgage repurchase facility (a)
|
473.0
|
|
|
—
|
|
|
—
|
|
|
473.0
|
|
|
473.0
|
|
|
Carrying Value
|
|
Fair Value at September 30, 2015
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents (a) (c)
|
$
|
1,354.8
|
|
|
$
|
1,354.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,354.8
|
|
Restricted cash (a)
|
9.7
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|||||
Senior notes (b)
|
3,325.5
|
|
|
—
|
|
|
3,405.9
|
|
|
—
|
|
|
3,405.9
|
|
|||||
Other secured notes (a)
|
8.1
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
8.1
|
|
|||||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents (a) (c)
|
29.0
|
|
|
29.0
|
|
|
—
|
|
|
—
|
|
|
29.0
|
|
|||||
Mortgage repurchase facility (a)
|
477.9
|
|
|
—
|
|
|
—
|
|
|
477.9
|
|
|
477.9
|
|
(a)
|
The fair value approximates carrying value due to its short-term nature, short maturity or floating interest rate terms, as applicable.
|
(b)
|
The fair value is determined based on quoted market prices of recent transactions of the notes, which is classified as Level 2 within the fair value hierarchy.
|
(c)
|
As described in Note A, the assets and liabilities of certain subsidiaries were reclassified from the Company’s homebuilding section of its balance sheet to the financial services and other section of its balance sheet during fiscal 2016. The prior year amounts have been reclassified to conform to the current year presentation.
|
|
Fiscal 2016
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Revenues
|
$
|
2,416.4
|
|
|
$
|
2,767.9
|
|
|
$
|
3,231.9
|
|
|
$
|
3,741.3
|
|
Inventory and land option charges
|
2.0
|
|
|
6.0
|
|
|
8.1
|
|
|
15.4
|
|
||||
Gross profit
|
468.9
|
|
|
531.7
|
|
|
625.8
|
|
|
732.6
|
|
||||
Income before income taxes
|
241.3
|
|
|
300.5
|
|
|
378.6
|
|
|
433.0
|
|
||||
Income tax expense
|
83.6
|
|
|
105.4
|
|
|
128.8
|
|
|
149.4
|
|
||||
Net income
|
157.7
|
|
|
195.1
|
|
|
249.8
|
|
|
283.6
|
|
||||
Basic net income per common share
|
0.43
|
|
|
0.53
|
|
|
0.67
|
|
|
0.76
|
|
||||
Net income per common share assuming dilution
|
0.42
|
|
|
0.52
|
|
|
0.66
|
|
|
0.75
|
|
|
Fiscal 2015
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Revenues
|
$
|
2,302.6
|
|
|
$
|
2,398.0
|
|
|
$
|
2,950.8
|
|
|
$
|
3,172.5
|
|
Inventory and land option charges
|
6.0
|
|
|
12.5
|
|
|
15.4
|
|
|
26.3
|
|
||||
Gross profit
|
438.6
|
|
|
446.5
|
|
|
556.0
|
|
|
582.3
|
|
||||
Income before income taxes
|
220.7
|
|
|
230.1
|
|
|
333.8
|
|
|
338.8
|
|
||||
Income tax expense
|
78.2
|
|
|
82.2
|
|
|
112.4
|
|
|
99.9
|
|
||||
Net income
|
142.5
|
|
|
147.9
|
|
|
221.4
|
|
|
238.9
|
|
||||
Basic net income per common share
|
0.39
|
|
|
0.40
|
|
|
0.60
|
|
|
0.65
|
|
||||
Net income per common share assuming dilution
|
0.39
|
|
|
0.40
|
|
|
0.60
|
|
|
0.64
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,076.4
|
|
|
$
|
154.0
|
|
|
$
|
72.8
|
|
|
$
|
—
|
|
|
$
|
1,303.2
|
|
Restricted cash
|
7.4
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|||||
Investments in subsidiaries
|
4,118.6
|
|
|
—
|
|
|
—
|
|
|
(4,118.6
|
)
|
|
—
|
|
|||||
Inventories
|
2,822.1
|
|
|
5,425.7
|
|
|
93.1
|
|
|
—
|
|
|
8,340.9
|
|
|||||
Deferred income taxes
|
159.3
|
|
|
314.1
|
|
|
2.9
|
|
|
—
|
|
|
476.3
|
|
|||||
Property and equipment, net
|
72.0
|
|
|
49.9
|
|
|
78.7
|
|
|
(5.2
|
)
|
|
195.4
|
|
|||||
Other assets
|
168.7
|
|
|
274.2
|
|
|
56.7
|
|
|
—
|
|
|
499.6
|
|
|||||
Mortgage loans held for sale
|
—
|
|
|
—
|
|
|
654.0
|
|
|
—
|
|
|
654.0
|
|
|||||
Goodwill
|
—
|
|
|
80.0
|
|
|
—
|
|
|
—
|
|
|
80.0
|
|
|||||
Intercompany receivables
|
1,604.5
|
|
|
—
|
|
|
—
|
|
|
(1,604.5
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
10,029.0
|
|
|
$
|
6,300.0
|
|
|
$
|
958.2
|
|
|
$
|
(5,728.3
|
)
|
|
$
|
11,558.9
|
|
LIABILITIES & EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and other liabilities
|
$
|
444.1
|
|
|
$
|
933.1
|
|
|
$
|
119.2
|
|
|
$
|
(1.8
|
)
|
|
$
|
1,494.6
|
|
Intercompany payables
|
—
|
|
|
1,417.1
|
|
|
187.4
|
|
|
(1,604.5
|
)
|
|
—
|
|
|||||
Notes payable
|
2,789.0
|
|
|
9.3
|
|
|
473.0
|
|
|
—
|
|
|
3,271.3
|
|
|||||
Total Liabilities
|
3,233.1
|
|
|
2,359.5
|
|
|
779.6
|
|
|
(1,606.3
|
)
|
|
4,765.9
|
|
|||||
Stockholders’ equity
|
6,795.9
|
|
|
3,940.5
|
|
|
178.1
|
|
|
(4,122.0
|
)
|
|
6,792.5
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Total Equity
|
6,795.9
|
|
|
3,940.5
|
|
|
178.6
|
|
|
(4,122.0
|
)
|
|
6,793.0
|
|
|||||
Total Liabilities & Equity
|
$
|
10,029.0
|
|
|
$
|
6,300.0
|
|
|
$
|
958.2
|
|
|
$
|
(5,728.3
|
)
|
|
$
|
11,558.9
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,217.7
|
|
|
$
|
94.6
|
|
|
$
|
71.5
|
|
|
$
|
—
|
|
|
$
|
1,383.8
|
|
Restricted cash
|
7.4
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|||||
Investments in subsidiaries
|
3,479.7
|
|
|
—
|
|
|
—
|
|
|
(3,479.7
|
)
|
|
—
|
|
|||||
Inventories
|
2,597.3
|
|
|
5,184.3
|
|
|
25.4
|
|
|
—
|
|
|
7,807.0
|
|
|||||
Deferred income taxes
|
179.9
|
|
|
373.0
|
|
|
5.2
|
|
|
—
|
|
|
558.1
|
|
|||||
Property and equipment, net
|
54.6
|
|
|
52.7
|
|
|
39.6
|
|
|
—
|
|
|
146.9
|
|
|||||
Other assets
|
199.5
|
|
|
240.4
|
|
|
87.4
|
|
|
—
|
|
|
527.3
|
|
|||||
Mortgage loans held for sale
|
—
|
|
|
—
|
|
|
631.0
|
|
|
—
|
|
|
631.0
|
|
|||||
Goodwill
|
—
|
|
|
87.2
|
|
|
—
|
|
|
—
|
|
|
87.2
|
|
|||||
Intercompany receivables
|
1,932.2
|
|
|
—
|
|
|
—
|
|
|
(1,932.2
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
9,668.3
|
|
|
$
|
6,034.5
|
|
|
$
|
860.1
|
|
|
$
|
(5,411.9
|
)
|
|
$
|
11,151.0
|
|
LIABILITIES & EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and other liabilities
|
$
|
447.2
|
|
|
$
|
872.8
|
|
|
$
|
124.1
|
|
|
$
|
—
|
|
|
$
|
1,444.1
|
|
Intercompany payables
|
—
|
|
|
1,856.7
|
|
|
75.5
|
|
|
(1,932.2
|
)
|
|
—
|
|
|||||
Notes payable
|
3,326.8
|
|
|
6.8
|
|
|
477.9
|
|
|
—
|
|
|
3,811.5
|
|
|||||
Total Liabilities
|
3,774.0
|
|
|
2,736.3
|
|
|
677.5
|
|
|
(1,932.2
|
)
|
|
5,255.6
|
|
|||||
Stockholders’ equity
|
5,894.3
|
|
|
3,298.2
|
|
|
181.5
|
|
|
(3,479.7
|
)
|
|
5,894.3
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Total Equity
|
5,894.3
|
|
|
3,298.2
|
|
|
182.6
|
|
|
(3,479.7
|
)
|
|
5,895.4
|
|
|||||
Total Liabilities & Equity
|
$
|
9,668.3
|
|
|
$
|
6,034.5
|
|
|
$
|
860.1
|
|
|
$
|
(5,411.9
|
)
|
|
$
|
11,151.0
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
3,947.5
|
|
|
$
|
7,930.3
|
|
|
$
|
—
|
|
|
$
|
(16.0
|
)
|
|
$
|
11,861.8
|
|
Cost of sales
|
3,163.6
|
|
|
6,357.5
|
|
|
(7.7
|
)
|
|
(10.8
|
)
|
|
9,502.6
|
|
|||||
Gross profit
|
783.9
|
|
|
1,572.8
|
|
|
7.7
|
|
|
(5.2
|
)
|
|
2,359.2
|
|
|||||
Selling, general and administrative expense
|
503.8
|
|
|
592.7
|
|
|
3.8
|
|
|
—
|
|
|
1,100.3
|
|
|||||
Goodwill impairment
|
—
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|||||
Equity in (income) of subsidiaries
|
(1,071.0
|
)
|
|
—
|
|
|
—
|
|
|
1,071.0
|
|
|
—
|
|
|||||
Other (income) expense
|
(7.6
|
)
|
|
(3.9
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(12.7
|
)
|
|||||
Homebuilding pre-tax income
|
1,358.7
|
|
|
976.8
|
|
|
5.1
|
|
|
(1,076.2
|
)
|
|
1,264.4
|
|
|||||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
—
|
|
|
—
|
|
|
295.6
|
|
|
—
|
|
|
295.6
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
220.0
|
|
|
—
|
|
|
220.0
|
|
|||||
Interest and other (income) expense
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
(13.5
|
)
|
|||||
Financial services and other pre-tax income
|
—
|
|
|
—
|
|
|
89.1
|
|
|
—
|
|
|
89.1
|
|
|||||
Income before income taxes
|
1,358.7
|
|
|
976.8
|
|
|
94.2
|
|
|
(1,076.2
|
)
|
|
1,353.5
|
|
|||||
Income tax expense
|
469.0
|
|
|
334.9
|
|
|
35.5
|
|
|
(372.2
|
)
|
|
467.2
|
|
|||||
Net income
|
$
|
889.7
|
|
|
$
|
641.9
|
|
|
$
|
58.7
|
|
|
$
|
(704.0
|
)
|
|
$
|
886.3
|
|
Comprehensive income
|
$
|
888.3
|
|
|
$
|
641.9
|
|
|
$
|
58.7
|
|
|
$
|
(704.0
|
)
|
|
$
|
884.9
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
3,334.6
|
|
|
$
|
7,224.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,559.0
|
|
Cost of sales
|
2,698.1
|
|
|
5,834.3
|
|
|
3.3
|
|
|
—
|
|
|
8,535.7
|
|
|||||
Gross profit (loss)
|
636.5
|
|
|
1,390.1
|
|
|
(3.3
|
)
|
|
—
|
|
|
2,023.3
|
|
|||||
Selling, general and administrative expense
|
461.2
|
|
|
538.8
|
|
|
3.0
|
|
|
—
|
|
|
1,003.0
|
|
|||||
Goodwill impairment
|
—
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
|||||
Equity in (income) of subsidiaries
|
(945.9
|
)
|
|
—
|
|
|
—
|
|
|
945.9
|
|
|
—
|
|
|||||
Other (income) expense
|
(2.2
|
)
|
|
(4.9
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(7.8
|
)
|
|||||
Homebuilding pre-tax income (loss)
|
1,123.4
|
|
|
846.4
|
|
|
(5.6
|
)
|
|
(945.9
|
)
|
|
1,018.3
|
|
|||||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
—
|
|
|
—
|
|
|
265.0
|
|
|
—
|
|
|
265.0
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
183.0
|
|
|
—
|
|
|
183.0
|
|
|||||
Interest and other (income) expense
|
—
|
|
|
—
|
|
|
(23.1
|
)
|
|
—
|
|
|
(23.1
|
)
|
|||||
Financial services and other pre-tax income
|
—
|
|
|
—
|
|
|
105.1
|
|
|
—
|
|
|
105.1
|
|
|||||
Income before income taxes
|
1,123.4
|
|
|
846.4
|
|
|
99.5
|
|
|
(945.9
|
)
|
|
1,123.4
|
|
|||||
Income tax expense
|
372.7
|
|
|
277.2
|
|
|
37.4
|
|
|
(314.6
|
)
|
|
372.7
|
|
|||||
Net income
|
$
|
750.7
|
|
|
$
|
569.2
|
|
|
$
|
62.1
|
|
|
$
|
(631.3
|
)
|
|
$
|
750.7
|
|
Comprehensive income
|
$
|
750.7
|
|
|
$
|
568.4
|
|
|
$
|
62.1
|
|
|
$
|
(631.3
|
)
|
|
$
|
749.9
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
2,547.4
|
|
|
$
|
5,299.9
|
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
7,858.5
|
|
Cost of sales
|
2,038.0
|
|
|
4,222.5
|
|
|
8.1
|
|
|
—
|
|
|
6,268.6
|
|
|||||
Gross profit
|
509.4
|
|
|
1,077.4
|
|
|
3.1
|
|
|
—
|
|
|
1,589.9
|
|
|||||
Selling, general and administrative expense
|
388.3
|
|
|
433.0
|
|
|
5.6
|
|
|
—
|
|
|
826.9
|
|
|||||
Equity in (income) of subsidiaries
|
(691.8
|
)
|
|
—
|
|
|
—
|
|
|
691.8
|
|
|
—
|
|
|||||
Other (income) expense
|
(1.3
|
)
|
|
(3.3
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(5.5
|
)
|
|||||
Homebuilding pre-tax income (loss)
|
814.2
|
|
|
647.7
|
|
|
(1.6
|
)
|
|
(691.8
|
)
|
|
768.5
|
|
|||||
Financial Services and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
—
|
|
|
—
|
|
|
166.4
|
|
|
—
|
|
|
166.4
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
138.5
|
|
|
—
|
|
|
138.5
|
|
|||||
Interest and other (income) expense
|
—
|
|
|
—
|
|
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
|||||
Financial services and other pre-tax income
|
—
|
|
|
—
|
|
|
45.7
|
|
|
—
|
|
|
45.7
|
|
|||||
Income before income taxes
|
814.2
|
|
|
647.7
|
|
|
44.1
|
|
|
(691.8
|
)
|
|
814.2
|
|
|||||
Income tax expense
|
280.7
|
|
|
222.1
|
|
|
16.6
|
|
|
(238.7
|
)
|
|
280.7
|
|
|||||
Net income
|
$
|
533.5
|
|
|
$
|
425.6
|
|
|
$
|
27.5
|
|
|
$
|
(453.1
|
)
|
|
$
|
533.5
|
|
Comprehensive income
|
$
|
533.5
|
|
|
$
|
425.9
|
|
|
$
|
27.5
|
|
|
$
|
(453.1
|
)
|
|
$
|
533.8
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities
|
$
|
115.1
|
|
|
$
|
596.7
|
|
|
$
|
(16.0
|
)
|
|
$
|
(77.8
|
)
|
|
$
|
618.0
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
(40.7
|
)
|
|
(14.3
|
)
|
|
(47.1
|
)
|
|
16.0
|
|
|
(86.1
|
)
|
|||||
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 the sale of debt securities collateralized by residential real estate
|
35.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|||||
Intercompany advances
|
409.9
|
|
|
—
|
|
|
—
|
|
|
(409.9
|
)
|
|
—
|
|
|||||
Payments related to acquisition of a business
|
(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
|
)
|
|
(4.9
|
)
|
|
—
|
|
|
(549.7
|
)
|
|||||
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 dividends paid
|
(118.7
|
)
|
|
—
|
|
|
(61.8
|
)
|
|
61.8
|
|
|
(118.7
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(579.2
|
)
|
|
(523.2
|
)
|
|
44.7
|
|
|
471.7
|
|
|
(586.0
|
)
|
|||||
(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
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities
|
$
|
308.2
|
|
|
$
|
530.1
|
|
|
$
|
(106.3
|
)
|
|
$
|
(31.6
|
)
|
|
$
|
700.4
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
(24.5
|
)
|
|
(24.8
|
)
|
|
(6.8
|
)
|
|
—
|
|
|
(56.1
|
)
|
|||||
Proceeds from the sale of property and equipment to a related party
|
56.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.0
|
|
|||||
Increase in restricted cash
|
(0.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Net principal increase of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|||||
Purchases of debt securities collateralized by residential real estate
|
(14.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|||||
Intercompany advances
|
444.7
|
|
|
—
|
|
|
—
|
|
|
(444.7
|
)
|
|
—
|
|
|||||
Payments related to acquisition of a business
|
(70.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70.9
|
)
|
|||||
Net cash provided by (used in) investing activities
|
390.1
|
|
|
(25.1
|
)
|
|
(15.7
|
)
|
|
(444.7
|
)
|
|
(95.4
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from notes payable
|
1,472.0
|
|
|
—
|
|
|
118.7
|
|
|
—
|
|
|
1,590.7
|
|
|||||
Repayment of notes payable
|
(1,432.5
|
)
|
|
(6.3
|
)
|
|
(17.4
|
)
|
|
—
|
|
|
(1,456.2
|
)
|
|||||
Intercompany advances
|
—
|
|
|
(493.6
|
)
|
|
48.9
|
|
|
444.7
|
|
|
—
|
|
|||||
Proceeds from stock associated with certain employee benefit plans
|
61.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.8
|
|
|||||
Excess income tax benefit from employee stock awards
|
12.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.3
|
|
|||||
Cash dividends paid
|
(91.6
|
)
|
|
—
|
|
|
(31.6
|
)
|
|
31.6
|
|
|
(91.6
|
)
|
|||||
Net cash provided by (used in) financing activities
|
22.0
|
|
|
(499.9
|
)
|
|
118.6
|
|
|
476.3
|
|
|
117.0
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
720.3
|
|
|
5.1
|
|
|
(3.4
|
)
|
|
—
|
|
|
722.0
|
|
|||||
Cash and cash equivalents at beginning of year
|
497.4
|
|
|
89.5
|
|
|
74.9
|
|
|
—
|
|
|
661.8
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
1,217.7
|
|
|
$
|
94.6
|
|
|
$
|
71.5
|
|
|
$
|
—
|
|
|
$
|
1,383.8
|
|
|
D.R.
Horton, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash used in operating activities
|
$
|
(257.4
|
)
|
|
$
|
(293.9
|
)
|
|
$
|
(57.5
|
)
|
|
$
|
(52.6
|
)
|
|
$
|
(661.4
|
)
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
(63.9
|
)
|
|
(28.0
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
(100.2
|
)
|
|||||
Decrease (increase) in restricted cash
|
69.7
|
|
|
(0.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
67.8
|
|
|||||
Net principal increase of other mortgage loans and real estate owned
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Intercompany advances
|
(385.7
|
)
|
|
—
|
|
|
—
|
|
|
385.7
|
|
|
—
|
|
|||||
Payments related to acquisition of a business
|
(244.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244.1
|
)
|
|||||
Net cash used in investing activities
|
(624.0
|
)
|
|
(28.9
|
)
|
|
(14.9
|
)
|
|
385.7
|
|
|
(282.1
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from notes payable
|
1,307.0
|
|
|
—
|
|
|
120.6
|
|
|
—
|
|
|
1,427.6
|
|
|||||
Repayment of notes payable
|
(796.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(796.9
|
)
|
|||||
Intercompany advances
|
—
|
|
|
373.9
|
|
|
11.8
|
|
|
(385.7
|
)
|
|
—
|
|
|||||
Proceeds from stock associated with certain employee benefit plans
|
45.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
|||||
Excess income tax benefit from employee stock awards
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Cash dividends paid
|
(48.6
|
)
|
|
—
|
|
|
(52.6
|
)
|
|
52.6
|
|
|
(48.6
|
)
|
|||||
Net cash provided by financing activities
|
507.4
|
|
|
373.9
|
|
|
79.7
|
|
|
(333.1
|
)
|
|
627.9
|
|
|||||
(Decrease) increase in cash and cash equivalents
|
(374.0
|
)
|
|
51.1
|
|
|
7.3
|
|
|
—
|
|
|
(315.6
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
871.4
|
|
|
38.4
|
|
|
67.6
|
|
|
—
|
|
|
977.4
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
497.4
|
|
|
$
|
89.5
|
|
|
$
|
74.9
|
|
|
$
|
—
|
|
|
$
|
661.8
|
|
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
|
15,744,150
|
|
(1)
|
|
$
|
16.69
|
|
(2)
|
|
25,584,158
|
|
(3)
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
|
n/a
|
|
|
|
—
|
|
|
|
Total
|
15,744,150
|
|
|
|
$
|
16.69
|
|
|
|
25,584,158
|
|
|
(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 to certain executive officers, other key employees and non-management directors.
|
(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
3,326,607
shares reserved for issuance under the Company’s Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan, employees purchased
89,652
shares of common stock in fiscal
2016
.
|
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
|
|
|
|
|
|
3.1
|
|
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, of the Registrant, dated January 31, 2006, and the Amended and Restated Certificate of Incorporation, as amended, of the Registrant dated March 18, 1992 (3)
|
3.2
|
|
|
Amended and Restated Bylaws (4)
|
4.1
|
|
|
See Exhibit 3.1
|
4.2
|
|
|
Senior Debt Securities Indenture, dated as of May 1, 2012, between Registrant and American Stock Transfer & Trust Company, LLC, as Trustee (39)
|
4.3
|
|
|
Supplemental Indenture, dated as of May 1, 2012, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee, relating to the 4.750% Senior Notes due 2017 issued by the Registrant (40)
|
4.4
|
|
|
Second Supplemental Indenture, dated as of September 14, 2012, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee, relating to the 4.375% Senior Notes due 2022 issued by the Registrant (42)
|
4.5
|
|
|
Third Supplemental Indenture, dated as of February 5, 2013, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee, relating to the 3.625% Senior Notes due 2018 issued by the Registrant (2)
|
4.6
|
|
|
Fourth Supplemental Indenture, dated as of February 5, 2013, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee, relating to the 4.750% Senior Notes due 2023 issued by the Registrant (13)
|
4.7
|
|
|
Fifth Supplemental Indenture, dated as of February 5, 2013, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee (14)
|
4.8
|
|
|
Sixth Supplemental Indenture, dated as of August 5, 2013, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee, relating to the 5.750% Senior Notes Due 2023 issued by the Registrant (30)
|
4.9
|
|
|
Seventh Supplemental Indenture, dated as of February 24, 2014, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee, relating to the 3.750% Senior Notes Due 2019 issued by the Registrant (43)
|
4.10
|
|
|
Eighth Supplemental Indenture, dated as of February 9, 2015, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee, relating to the 4.000% Senior Notes Due 2020 issued by the Registrant (49)
|
Exhibit Number
|
|
Exhibit
|
|
|
|
|
|
10.1
|
|
|
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers and schedules of substantially identical documents (5)
|
10.2
|
†
|
|
D.R. Horton, Inc. 1991 Stock Incentive Plan, as amended and restated (6)
|
10.3
|
†
|
|
Amendment No. 1 to 1991 Stock Incentive Plan, as amended and restated (7)
|
10.4
|
†
|
|
Form of Non-Qualified Stock Option Agreement under the D.R. Horton, Inc. 1991 Stock Incentive Plan (Term Vesting) (8)
|
10.5
|
†
|
|
D.R. Horton, Inc. 2006 Stock Incentive Plan (19)
|
10.6
|
†
|
|
D.R. Horton, Inc. 2006 Stock Incentive Plan, as amended and restated (36)
|
10.7
|
†
|
|
D.R. Horton, Inc. 2006 Stock Incentive Plan, as amended and restated, effective as of December 11, 2014 (48)
|
10.8
|
†
|
|
Form of Non-Qualified Stock Option Agreement under the D.R. Horton, Inc. 2006 Stock Incentive Plan (Employee - Term Vesting 2006 Form) (20)
|
10.9
|
†
|
|
Form of Non-Qualified Stock Option Agreement under the D.R. Horton, Inc. 2006 Stock Incentive Plan (Director - Term Vesting 2006 Form) (21)
|
10.10
|
†
|
|
Form of Non-Qualified Stock Option Agreement (Employee-Term Vesting 2008 Form) pursuant to the Registrant’s 2006 Stock Incentive Plan (22)
|
10.11
|
†
|
|
Form of Non-Qualified Stock Option Agreement (Outside Director-Term Vesting 2008 Form) pursuant to the Registrant’s 2006 Stock Incentive Plan (24)
|
10.12
|
†
|
|
Form of Restricted Stock Unit Agreement pursuant to the Registrant’s 2006 Stock Incentive Plan (37)
|
10.13
|
†
|
|
Form of Restricted Stock Unit Agreement pursuant to the Registrant’s 2006 Stock Incentive Plan, as amended and restated (1)
|
10.14
|
†
|
|
Form of Restricted Stock Unit Agreement (Outside Director) pursuant to the Registrant’s 2006 Stock Incentive Plan, as amended and restated (31)
|
10.15
|
†
|
|
Form of Restricted Stock Unit Agreement (Employees) pursuant to the Registrant’s 2006 Stock Incentive Plan, as amended and restated (47)
|
10.16
|
†
|
|
Form of Time Based Restricted Stock Unit Agreement (Employees) pursuant to the Registrant’s 2006 Stock Incentive Plan, as amended and restated (52)
|
10.17
|
†
|
|
Form of Stock Award Agreement pursuant to the Registrant’s 2006 Stock Incentive Plan (38)
|
10.18
|
†
|
|
D.R. Horton, Inc. Supplemental Executive Retirement Plan No. 1 (9)
|
10.19
|
†
|
|
D.R. Horton, Inc. Supplemental Executive Retirement Trust No. 1 (10)
|
10.20
|
†
|
|
D.R. Horton, Inc. Amended and Restated Supplemental Executive Retirement Plan No. 2 (32)
|
10.21
|
†
|
|
D.R. Horton, Inc. Amended and Restated 2000 Incentive Bonus Plan (11)
|
10.22
|
†
|
|
D.R. Horton, Inc. 2008 Performance Unit Plan (26)
|
10.23
|
†
|
|
Form of Performance Unit Award pursuant to the Registrant’s 2008 Performance Unit Plan (15)
|
10.24
|
†
|
|
Summary of Executive Compensation Notification - Chairman, CEO and COO (fiscal 2016) (25)
|
10.25
|
†
|
|
Summary of Executive Compensation Notification - Chairman, CEO and COO (fiscal 2017) (16)
|
Exhibit Number
|
|
Exhibit
|
|
|
|
|
|
10.26
|
†
|
|
Summary of Executive Compensation Notification - Other Executive Officer - CFO (fiscal 2016) (34)
|
10.27
|
†
|
|
Summary of Executive Compensation Notification of Chief Financial Officer (fiscal 2017) (17)
|
10.28
|
†
|
|
Summary of Director, Committee and Chairperson Compensation (fiscal 2016) (35)
|
10.29
|
†
|
|
Summary of Director, Committee and Chairperson Compensation (fiscal 2017) (18)
|
10.30
|
†
|
|
Consulting Agreement between Registrant and Donald J. Tomnitz (45)
|
10.31
|
†
|
|
D.R. Horton, Inc. Amended and Restated Deferred Compensation Plan (33)
|
10.32
|
|
|
Grantor Trust Agreement, dated June 21, 2002, by and between the Registrant and Wachovia Bank, National Association, as Trustee (12)
|
10.33
|
|
|
Credit Agreement, dated September 7, 2012, among the Registrant, the Lenders named therein and The Royal Bank of Scotland PLC, as Administrative Agent (41)
|
10.34
|
|
|
Amendment No.1 to Credit Agreement, dated November 1, 2012, among the Registrant, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (23)
|
10.35
|
|
|
Amendment No. 2 to Credit Agreement, dated August 8, 2013 by and among the Registrant, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (29)
|
10.36
|
|
|
Amendment No. 3 to Credit Agreement, dated August 22, 2014 by and among Registrant, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (46)
|
10.37
|
|
|
Amendment No. 5 to Credit Agreement, dated August 26, 2015 by and among Registrant, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (51)
|
10.38
|
|
|
Amended and Restated Master Repurchase Agreement, dated March 1, 2013, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as a Buyer, Administrative Agent and Syndication Agent, and all other buyers (27)
|
10.39
|
|
|
Second Amendment to Amended and Restated Master Repurchase Agreement, dated February 28, 2014, among DHI Mortgage Company, Ltd., U.S. Bank National Association, and all other buyers (44)
|
10.40
|
|
|
Second Amended and Restated Master Repurchase Agreement, dated February 27, 2015, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other buyers (50)
|
10.41
|
|
|
First Amendment to Second Amended and Restated Master Repurchase Agreement, dated February 26, 2016, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other buyers (53)
|
10.42
|
|
|
Third Amendment to Second Amended and Restated Master Repurchase Agreement, dated September 23, 2016, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other buyers (54)
|
10.43
|
|
|
Amended and Restated Custody Agreement, dated March 1, 2013, by and between DHI Mortgage Company, Ltd. and U.S. Bank National Association, as Administrative Agent and representative of certain buyers (28)
|
12.1
|
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges (*)
|
14.1
|
|
|
Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers (**)
|
21.1
|
|
|
Subsidiaries of D.R. Horton, Inc. (*)
|
23.1
|
|
|
Consent of PricewaterhouseCoopers LLP, Fort Worth, Texas (*)
|
Exhibit Number
|
|
Exhibit
|
|
|
|
|
|
31.1
|
|
|
Certificate of Chief Executive Officer provided pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (*)
|
31.2
|
|
|
Certificate of Chief Financial Officer provided pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (*)
|
32.1
|
|
|
Certificate provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Executive Officer (*)
|
32.2
|
|
|
Certificate provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Financial Officer (*)
|
101
|
|
|
The following financial statements from D.R. Horton, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2016, filed on November 18, 2016, 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. (*)
|
(1
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated November 9, 2011, filed with the SEC on November 16, 2011.
|
(2
|
)
|
|
Incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated February 5, 2013, filed with the SEC on February 8, 2013.
|
(3
|
)
|
|
Incorporated herein by reference from Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006.
|
(4
|
)
|
|
Incorporated herein by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated November 2, 2016, filed with the SEC on November 8, 2016.
|
(5
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the SEC on November 22, 1995 (file number 1-14122); Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the SEC on August 6, 1998; and Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, 2001.
|
(6
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 13, 2002.
|
(7
|
)
|
|
Incorporated herein by reference from Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on August 13, 2002.
|
(8
|
)
|
|
Incorporated herein by reference from Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 3-81856), filed with the SEC on July 22, 1994.
|
(9
|
)
|
|
Incorporated herein 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
|
)
|
|
Incorporated herein 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).
|
(11
|
)
|
|
Incorporated herein by reference from Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, filed with the SEC on February 7, 2008.
|
(12
|
)
|
|
Incorporated herein by reference from Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002, filed with the SEC on December 13, 2002.
|
(13
|
)
|
|
Incorporated herein by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated February 5, 2013, filed with the SEC on February 8, 2013.
|
(14
|
)
|
|
Incorporated herein by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K dated February 5, 2013, filed with the SEC on February 8, 2013.
|
(15
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 (2008 Form) to the Registrant’s Current Report on Form 8-K dated February 11, 2008, filed with the SEC on February 15, 2008; and Exhibit 10.4 (2009 Form) to the Registrant’s Current Report on Form 8-K dated November 20, 2008, filed with the SEC on November 26, 2008.
|
(16
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 2, 2016, filed with the SEC on November 8, 2016.
|
(17
|
)
|
|
Incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated November 2, 2016, filed with the SEC on November 8, 2016.
|
(18
|
)
|
|
Incorporated by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated November 2, 2016, filed with the SEC on November 8, 2016.
|
(19
|
)
|
|
Incorporated herein by reference from Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006.
|
(20
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 8, 2006.
|
(21
|
)
|
|
Incorporated herein by reference from Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 8, 2006.
|
(22
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated February 11, 2008, filed with the SEC on February 15, 2008.
|
(23
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 1, 2012, filed with the SEC on November 5, 2012.
|
(24
|
)
|
|
Incorporated herein by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated February 11, 2008, filed with the SEC on February 15, 2008.
|
(25
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 4, 2015, filed with the SEC on November 10, 2015.
|
(26
|
)
|
|
Incorporated herein by reference from Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, filed with the SEC on February 7, 2008.
|
(27
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A dated March 1, 2013, filed with the SEC on March 8, 2013.
|
(28
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated February 27, 2015, filed with the SEC on March 4, 2015.
|
(29
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 8, 2013, filed with the SEC on August 13, 2013.
|
(30
|
)
|
|
Incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 5, 2013, filed with the SEC on August 8, 2013.
|
(31
|
)
|
|
Incorporated herein by reference from Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, filed with the SEC on January 29, 2013.
|
(32
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated December 10, 2008, filed with the SEC on December 16, 2008.
|
(33
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 10, 2008, filed with the SEC on December 16, 2008.
|
(34
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated November 4, 2015, filed with the SEC on November 10, 2015.
|
(35
|
)
|
|
Incorporated herein by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated November 4, 2015, filed with the SEC on November 10, 2015.
|
(36
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 20, 2011, filed with the SEC on January 26, 2011.
|
(37
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 30, 2010, filed with the SEC on October 6, 2010.
|
(38
|
)
|
|
Incorporated herein by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated September 30, 2010, filed with the SEC on October 6, 2010.
|
(39
|
)
|
|
Incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated May 1, 2012, filed with the SEC on May 4, 2012.
|
(40
|
)
|
|
Incorporated herein by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated May 1, 2012, filed with the SEC on May 4, 2012.
|
(41
|
)
|
|
Incorporated herein by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 7, 2012, filed with the SEC on September 10, 2012.
|
(42
|
)
|
|
Incorporated herein by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 14, 2012, filed with the SEC on September 17, 2012.
|
(43
|
)
|
|
Incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated February 24, 2014, filed with the SEC on February 25, 2014.
|
(44
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 28, 2014, filed with the SEC on March 5, 2014.
|
(45
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 29, 2014, filed with the SEC on October 3, 2014.
|
(46
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 22, 2014, filed with the SEC on August 25, 2014.
|
(47
|
)
|
|
Incorporated by reference from Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated November 5, 2014, filed with the SEC on November 12, 2014.
|
(48
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 22, 2015, filed with the SEC on January 26, 2015.
|
(49
|
)
|
|
Incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated February 9, 2015, filed with the SEC on February 9, 2015.
|
(50
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 27, 2015, filed with the SEC on March 4, 2015.
|
(51
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 26, 2015, filed with the SEC on August 27, 2015.
|
(52
|
)
|
|
Incorporated by reference from Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on April 24, 2015.
|
(53
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 26, 2016, filed with the SEC on March 2, 2016.
|
(54
|
)
|
|
Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 23, 2016, filed with the SEC on September 27, 2016.
|
|
|
|
D.R. Horton, Inc.
|
|
|
|
|
|
|
Date:
|
November 18, 2016
|
|
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 18, 2016
|
||
David V. Auld
|
|
|
|
|||
|
|
|
|
|
||
/s/ Bill W. Wheat
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
November 18, 2016
|
||
Bill W. Wheat
|
|
|
|
|||
|
|
|
|
|
||
/s/ Donald R. Horton
|
|
Chairman of the Board and Director
|
|
November 18, 2016
|
||
Donald R. Horton
|
|
|
|
|||
|
|
|
|
|
||
/s/ Barbara K. Allen
|
|
Director
|
|
November 18, 2016
|
||
Barbara K. Allen
|
|
|
|
|||
|
|
|
|
|
||
/s/ Bradley S. Anderson
|
|
Director
|
|
November 18, 2016
|
||
Bradley S. Anderson
|
|
|
|
|||
|
|
|
|
|
||
/s/ Michael R. Buchanan
|
|
Director
|
|
November 18, 2016
|
||
Michael R. Buchanan
|
|
|
|
|||
|
|
|
|
|
||
/s/ Michael W. Hewatt
|
|
Director
|
|
November 18, 2016
|
||
Michael W. Hewatt
|
|
|
|
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