DHI 10-K Annual Report Sept. 30, 2021 | Alphaminr
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DHI 10-K Fiscal year ended Sept. 30, 2021

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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. [reserved]Item 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 Company, Force Merger Sub, Inc. and Forestar Group Inc. (incorporated by reference from Exhibit 2.1 to the Companys Current Report on Form 8-Kfiled with the SEC on June 29, 2017). 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, of the Company, dated January 31, 2006, and the Amended and Restated Certificate of Incorporation, as amended, of the Company dated March 18, 1992 (incorporated by reference from Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006). 3.2 Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 to the Companys Current Report on Form 8-Kfiled 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 Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-Kfiled with the SEC on May 4, 2012). 4.3 Second Supplemental Indenture, dated as of September 14, 2012, among the Company, 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 Company (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-Kfiled with the SEC on September 17, 2012). 4.4 Fourth Supplemental Indenture, dated as of February 5, 2013, among the Company, 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 Company (incorporated by reference from Exhibit 4.2 to the Companys Current Report on Form 8-Kfiled with the SEC on February 8, 2013). 4.5 Fifth Supplemental Indenture, dated as of February 5, 2013, among the Company, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference from Exhibit 4.3 to the Companys Current Report on Form 8-Kfiled with the SEC on February 8, 2013). 4.6 Sixth Supplemental Indenture, dated as of August 5, 2013, among the Company, 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 Company (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-Kfiled with the SEC on August 8, 2013). 4.7 Tenth Supplemental Indenture, dated as of December 5, 2017, among the Company, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference from Exhibit 4.2 to the Companys Current Report on Form 8-Kfiled with the SEC on December 5, 2017). 4.8 Eleventh Supplemental Indenture, dated as of October10, 2019, among the Company, the guarantors named therein, American Stock Transfer& Trust Company, LLC, as original trustee, and Branch Banking and Trust Company, as series trustee (incorporated by reference from Exhibit 4.3 to the Companys Current Report on Form 8-Kfiled with the SEC on October 10, 2019). 4.9 Senior Debt Securities Indenture, dated as of October10, 2019, among the Company and Branch Banking and Trust Company, as trustee (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-Kfiled with the SEC on October 10, 2019). 4.10 First Supplemental Indenture, dated as of October10, 2019, among the Company, the guarantors named therein and Branch Banking and Trust Company, as trustee, relating to the 2.500% Senior Notes Due 2024 issued by the Company (incorporated by reference from Exhibit 4.2 to the Companys Current Report on Form 8-Kfiled with the SEC on October 10, 2019). 4.11 Second Supplemental Indenture, dated as of May 5, 2020, among the Company, the guarantors named therein and Branch Banking and Trust Company, as trustee, relating to the 2.600% Senior Notes Due 2025 issued by the Company (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-Kfiled with the SEC on May 5, 2020). 4.12 Indenture, dated as of February 25, 2020, by and among Forestar Group Inc., the subsidiary guarantors party thereto 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 25, 2020). 4.13 Third Supplemental Indenture, dated as of October 2, 2020, among the Company, the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, relating to the 1.400% Senior Notes Due 2027 issued by the Company (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-Kfiled with the SEC on October 2, 2020). 4.14 Description of Securities (incorporated by reference from Exhibit 4.17 to the Companys Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 25, 2019). 4.15 Indenture, dated as of April 21, 2021, by and among Forestar Group Inc., the subsidiary guarantors party thereto 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 April 21, 2021). 4.16 Fourth Supplemental Indenture, dated as of August 5, 2021, among D.R. Horton, Inc., the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, relating to the 1.300% Senior Notes due 2026 of D.R. Horton, Inc. (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed with the SEC on August 5, 2021). 4.17 Twelfth Supplemental Indenture, dated as of August 5, 2021, among D.R. Horton, Inc., the guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed with the SEC on August 5, 2021). 4.18 Fifth Supplemental Indenture, dated as of August 5, 2021, among D.R. Horton, Inc., the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed with the SEC on August 5, 2021). 10.5 D.R. Horton, Inc. 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.6 to the Companys 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 Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled 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 Companys 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 Companys 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 Companys 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Companys Current Report on Form 8-Kfiled 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 Companys 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Companys Current Report on Form 8-Kfiled with the SEC on February 15, 2008). 10.12 Form of Restricted Stock Unit Agreement pursuant to the Companys 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on October 6, 2010). 10.13 Form of Restricted Stock Unit Agreement pursuant to the Companys 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.2 to the Companys Current Report on Form 8-Kfiled with the SEC on November 16, 2011). 10.14 Form of Restricted Stock Unit Agreement (Outside Director) pursuant to the Companys 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Companys 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 Companys 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Companys Current Report on Form 8-Kfiled with the SEC on November 12, 2014). 10.16 Form of Time-Based Restricted Stock Unit Agreement (Employees) pursuant to the Companys 2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.4 to the Companys 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 Companys 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled with the SEC on November 9, 2018). 10.22 Summary of Executive Compensation Notification - Chairman, CEO and COO (fiscal 2021) (incorporated by reference from Exhibit 10.23 to the Companys Annual Report on Form 10-K for the year ended September 30, 2020, filed with the SEC on November 20, 2020). 10.23 * Summary of Executive Compensation Notification - Chairman, CEO and COO (fiscal 2022). 10.24 Summary of Executive Compensation Notification - Other Executive Officer - CFO (fiscal 2021) (incorporated by reference from Exhibit 10.25 to the Companys Annual Report on Form 10-K for the year ended September 30, 2020, filed with the SEC on November 20, 2020). 10.25 * Summary of Executive Compensation Notification - Other Executive Officer - CFO (fiscal 2022). 10.26 Summary of Director, Committee and Chairperson Compensation (fiscal 2021) (incorporated by reference from Exhibit 10.27 to the Companys Annual Report on Form 10-K for the year ended September 30, 2020, filed with the SEC on November 20, 2020). 10.27 * Summary of Director, Committee and Chairperson Compensation (fiscal 2022). 10.29 Credit Agreement, dated September 7, 2012, among the Company, the Lenders named therein and The Royal Bank of Scotland PLC, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on September 10, 2012). 10.30 Amendment No.1 to Credit Agreement, dated November 1, 2012, among the Company, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on November 5, 2012). 10.31 Amendment No. 2 to Credit Agreement, dated August 8, 2013 by and among the Company, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on August 13, 2013). 10.32 Amendment No. 3 to Credit Agreement, dated August 22, 2014 by and among Company, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on August 25, 2014). 10.33 Amendment No. 5 to Credit Agreement, dated August 26, 2015 by and among Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on August 27, 2015). 10.34 Amendment No. 6 to Credit Agreement, dated September 25, 2017 by and among the Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on September 28, 2017). 10.35 Amendment No. 7 to Credit Agreement, dated September 25, 2018 by and among the Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on September 26, 2018). 10.36 Amendment No. 8 to Credit Agreement, dated February 15, 2019 by and among the Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on April 30, 2019). 10.37 Amendment No. 9 to Credit Agreement, dated October 2, 2019 by and among the Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on October 4, 2019). 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 Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled 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 Companys Current Report on Form 8-Kfiled with the SEC on February 28, 2018). 10.43 Sixth Amendment to Second Amended and Restated Master Repurchase Agreement, dated February 22, 2019, 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 Companys Current Report on Form 8-Kfiled with the SEC on February 22, 2019). 10.44 Seventh Amendment to Second Amended and Restated Master Repurchase Agreement, dated March 26, 2019, 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 10.44 to the Companys Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 25, 2019). 10.45 Eighth Amendment to Second Amended and Restated Master Repurchase Agreement, dated June 21, 2019, 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 Companys Current Report on Form 8-Kfiled with the SEC on June 26, 2019). 10.46 Ninth Amendment to Second Amended and Restated Master Repurchase Agreement, dated February 21, 2020, 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 Companys Current Report on Form 8-Kfiled with the SEC on February 26, 2020). 10.47 Tenth Amendment to Second Amended and Restated Master Repurchase Agreement, dated May 15, 2020, 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 Companys Current Report on Form 8-Kfiled with the SEC on May 21, 2020). 10.48 364-Day Credit Agreement, dated May 28, 2020, among the Company, the guarantors party thereto, Mizuho Bank, Ltd., as administrative agent, joint book runner, arranger, and a lender, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on June 1, 2020). 10.49 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 Companys Current Report on Form 8-Kfiled with the SEC on March 4, 2015). 10.50 Stockholders Agreement dated June29, 2017 by and between the Company and Forestar Group Inc. (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-Kfiled with the SEC on June 29, 2017). 10.51 Master Supply Agreement dated June29, 2017 by and between the Company and Forestar Group Inc. (incorporated by reference from Exhibit 10.2 to the Companys Current Report on Form 8-Kfiled with the SEC on June 29, 2017). 10.52 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). 10.53 Amendment No. 1 to Credit Agreement, dated October 2, 2019 by and among Forestar Group Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to Forestars Current Report on Form 8-Kfiled with the SEC on October 3, 2019). 10.54 Amendment No. 10 to Credit Agreement, dated April 20, 2021 by and among the Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on April 22, 2021). 10.55 Amendment No. 2 to Credit Agreement, dated April 16, 2021 by and among Forestar Group Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to Forestars Current Report on Form 8-K filed with the SEC on April 20, 2021). 10.56 Third Amended and Restated Master Repurchase Agreement, dated February 19, 2021, 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 Companys Current Report on Form 8-K filed with the SEC on February 23, 2021). 21.1 * Subsidiaries of D.R. Horton, Inc. 22.1 * List of Guarantor Subsidiaries. 23.1 * Consent of Ernst & Young LLP, Dallas, Texas. 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 * Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 * Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.