DHI 10-K Annual Report Sept. 30, 2018 | Alphaminr
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DHI 10-K Fiscal year ended Sept. 30, 2018

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HORTON D R INC /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger dated June 29, 2017 by and among the Registrant, Force Merger Sub, Inc. and Forestar Group Inc. (incorporated by reference from Exhibit 2.1 to the Registrants Current Report on Form 8-K dated June 29, 2017, filed with the SEC on June 29, 2017). 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 (incorporated by reference from Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006). 3.2 Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 to the Registrants Current Report on Form 8-K, dated November 2, 2017, filed with the SEC on November 8, 2017). 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 (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K dated May 1, 2012, filed with the SEC on May 4, 2012). 4.3 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 (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K dated September 14, 2012, filed with the SEC on September 17, 2012). 4.4 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 (incorporated by reference from Exhibit 4.2 to the Registrants Current Report on Form 8-K dated February 5, 2013, filed with the SEC on February 8, 2013). 4.5 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 (incorporated by reference from Exhibit 4.3 to the Registrants Current Report on Form 8-K dated February 5, 2013, filed with the SEC on February 8, 2013). 4.6 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 (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K dated August 5, 2013, filed with the SEC on August 8, 2013). 4.7 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 (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K dated February 24, 2014, filed with the SEC on February 25, 2014). 4.8 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 (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K dated February 9, 2015, filed with the SEC on February 9, 2015). 4.9 Ninth Supplemental Indenture, dated as of December 5, 2017, among the Registrant, the Guarantors named therein, American Stock Transfer & Trust Company, LLC, as original trustee, and Branch Banking and Trust Company, as series trustee, relating to the 2.550% Senior Notes Due 2020 issued by the Registrant (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K dated December 5, 2017, filed with the SEC on December 5, 2017). 4.10 Tenth Supplemental Indenture, dated as of December 5, 2017, among the Registrant, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference from Exhibit 4.2 to the Registrants Current Report on Form 8-K dated December 5, 2017, filed with the SEC on December 5, 2017). 4.11 Indenture, dated February 26, 2013, between Forestar Group Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Forestars Current Report on Form 8-K filed with the SEC on February 26, 2013). 4.12 First Supplemental Indenture, dated February 26, 2013, between Forestar Group Inc. and U.S. Bank National Association, as trustee, relating to the 3.75% Convertible Senior Notes due 2020 issued by Forestar Group Inc. (incorporated by reference to Exhibit 4.2 of Forestars Current Report on Form 8-K filed with the SEC on February 26, 2013). 4.13 Third Supplemental Indenture, dated October 5, 2017, between Forestar Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Forestars Current Report on Form 8-K filed with the SEC on October 10, 2017). 10.5 D.R. Horton, Inc. 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006). 10.6 D.R. Horton, Inc. 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated January 20, 2011, filed with the SEC on January 26, 2011). 10.7 D.R. Horton, Inc. 2006 Stock Incentive Plan, as amended and restated, effective as of December 11, 2014 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated January 22, 2015, filed with the SEC on January 26, 2015). 10.8 Form of Non-Qualified Stock Option Agreement under the D.R. Horton, Inc. 2006 Stock Incentive Plan (Employee - Term Vesting 2006 Form) (incorporated by reference from Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 8, 2006). 10.9 Form of Non-Qualified Stock Option Agreement under the D.R. Horton, Inc. 2006 Stock Incentive Plan (Director - Term Vesting 2006 Form) (incorporated by reference from Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 8, 2006). 10.10 Form of Non-Qualified Stock Option Agreement (Employee-Term Vesting 2008 Form) pursuant to the Registrants 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K dated February 11, 2008, filed with the SEC on February 15, 2008). 10.11 Form of Non-Qualified Stock Option Agreement (Outside Director-Term Vesting 2008 Form) pursuant to the Registrants 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Registrants Current Report on Form 8-K dated February 11, 2008, filed with the SEC on February 15, 2008). 10.12 Form of Restricted Stock Unit Agreement pursuant to the Registrants 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated September 30, 2010, filed with the SEC on October 6, 2010). 10.13 Form of Restricted Stock Unit Agreement pursuant to the Registrants 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K dated November 9, 2011, filed with the SEC on November 16, 2011). 10.14 Form of Restricted Stock Unit Agreement (Outside Director) pursuant to the Registrants 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, filed with the SEC on January 29, 2013). 10.15 Form of Restricted Stock Unit Agreement (Employees) pursuant to the Registrants 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Registrants Current Report on Form 8-K dated November 5, 2014, filed with the SEC on November 12, 2014). 10.16 Form of Time-Based Restricted Stock Unit Agreement (Employees) pursuant to the Registrants 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on April 24, 2015). 10.17 Form of Stock Award Agreement pursuant to the Registrants 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K dated September 30, 2010, filed with the SEC on October 6, 2010). 10.19 D.R. Horton, Inc. Amended and Restated Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated December 10, 2008, filed with the SEC on December 16, 2008). 10.20 D.R. Horton, Inc. Amended and Restated Supplemental Executive Retirement Plan No. 2 (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K dated December 10, 2008, filed with the SEC on December 16, 2008). 10.21 D.R. Horton, Inc. 2018 Incentive Bonus Plan, dated November 6, 2018 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated November 6, 2018, filed with the SEC on November 9, 2018). 10.22 Summary of Executive Compensation Notification - Chairman, CEO and COO (fiscal 2017) (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated November 2, 2016, filed with the SEC on November 8, 2016). 10.23 Summary of Executive Compensation Notification - Chairman, CEO and COO (fiscal 2018) (*) 10.24 Summary of Executive Compensation Notification - Other Executive Officer - CFO (fiscal 2017) (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K dated November 2, 2016, filed with the SEC on November 8, 2016). 10.25 Summary of Executive Compensation Notification - Other Executive Officer - CFO (fiscal 2018) (*) 10.26 Summary of Director, Committee and Chairperson Compensation (fiscal 2017) (incorporated by reference from Exhibit 10.3 to the Registrants Current Report on Form 8-K dated November 2, 2016, filed with the SEC on November 8, 2016). 10.27 Summary of Director, Committee and Chairperson Compensation (fiscal 2018) (*) 10.29 Credit Agreement, dated September 7, 2012, among the Registrant, the Lenders named therein and The Royal Bank of Scotland PLC, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated September 7, 2012, filed with the SEC on September 10, 2012). 10.30 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated November 1, 2012, filed with the SEC on November 5, 2012). 10.31 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated August 8, 2013, filed with the SEC on August 13, 2013). 10.32 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated August 22, 2014, filed with the SEC on August 25, 2014). 10.33 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated August 26, 2015, filed with the SEC on August 27, 2015). 10.34 Amendment No. 6 to Credit Agreement, dated September 25, 2017 by and among the Registrant, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated September 25, 2017, filed with the SEC on September 28, 2017). 10.35 Amendment No. 7 to Credit Agreement, dated September 25, 2018 by and among the Registrant, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated September 25, 2018, filed with the SEC on September 26, 2018). 10.36 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K/A dated March 1, 2013, filed with the SEC on March 8, 2013). 10.37 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated February 28, 2014, filed with the SEC on March 5, 2014). 10.38 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated February 27, 2015, filed with the SEC on March 4, 2015). 10.39 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated February 26, 2016, filed with the SEC on March 2, 2016). 10.40 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated September 23, 2016, filed with the SEC on September 27, 2016). 10.41 Fourth Amendment to Second Amended and Restated Master Repurchase Agreement, dated February 24, 2017, 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated February 24, 2017, filed with the SEC on February 28, 2017). 10.42 Fifth Amendment to Second Amended and Restated Master Repurchase Agreement, dated February 23, 2018, 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 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated February 23, 2018, filed with the SEC on February 28, 2018). 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 (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K dated February 27, 2015, filed with the SEC on March 4, 2015). 10.44 Stockholders Agreement dated June29, 2017 by and between the Registrant and Forestar Group Inc. (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K dated June 29, 2017, filed with the SEC on June 29, 2017). 10.45 Master Supply Agreement dated June29, 2017 by and between the Registrant and Forestar Group Inc. (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K dated June 29, 2017, filed with the SEC on June 29, 2017). 10.46 Agreement of Purchase and Sale, dated February 8, 2018, by and between certain subsidiaries of Forestar Group Inc. and Starwood Land, L.P. (incorporated by reference to Exhibit 2.1 of Forestars Current Report on Form 8-K filed with the SEC on February 8, 2018). 10.47 Credit Agreement, dated August 16, 2018, among Forestar Group Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of Forestars Current Report on Form 8-K filed with the SEC on August 17, 2018). 21.1 Subsidiaries of D.R. Horton, Inc. (*) 23.1 Consent of PricewaterhouseCoopers LLP, Fort Worth, Texas (*) 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 Registrants 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 Registrants Chief Financial Officer (*)