Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

D.R. HORTON, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	September 30,
	2019			2018
	(In millions)
ASSETS
Cash and cash equivalents	$	1,494.3		$	1,473.1
Restricted cash	19.7			32.9
Total cash, cash equivalents and restricted cash	1,514.0			1,506.0
Inventories:
Construction in progress and finished homes	5,245.0			5,086.3
Residential land and lots — developed and under development	5,939.4			5,172.4
Land held for development	77.8			96.1
Land held for sale	19.8			40.2
Total inventory	11,282.0			10,395.0
Investment in unconsolidated entities	6.5			11.0
Mortgage loans held for sale	1,072.0			796.4
Deferred income taxes, net of valuation allowance of $18.7 million and $17.7 million at September 30, 2019 and 2018, respectively	163.1			194.0
Property and equipment, net	462.2			401.1
Other assets	943.3			701.9
Goodwill	163.5			109.2
Total assets	$	15,606.6		$	14,114.6
LIABILITIES
Accounts payable	$	634.0		$	624.7
Accrued expenses and other liabilities	1,278.1			1,127.5
Notes payable	3,399.4			3,203.5
Total liabilities	5,311.5			4,955.7
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, 392,172,821 shares issued and 368,431,454 shares outstanding at September 30, 2019 and 388,120,243 shares issued and 376,261,635 shares outstanding at September 30, 2018	3.9			3.9
Additional paid-in capital	3,179.1			3,085.0
Retained earnings	7,640.1			6,217.9
Treasury stock, 23,741,367 shares and 11,858,608 shares at September 30, 2019 and 2018, respectively, at cost	(802.2		)	(322.4		)
Stockholders’ equity	10,020.9			8,984.4
Noncontrolling interests	274.2			174.5
Total equity	10,295.1			9,158.9
Total liabilities and equity	$	15,606.6		$	14,114.6

See accompanying notes to consolidated financial statements.

D.R. HORTON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



	Year Ended September 30,
	2019			2018			2017
	(In millions, except per share data)
Revenues	$	17,592.9		$	16,068.0		$	14,091.0
Cost of sales	13,720.9			12,398.1			11,042.8
Selling, general and administrative expense	1,832.5			1,676.8			1,471.6
Equity in earnings of unconsolidated entities	(0.5		)	(2.8		)	—
Gain on sale of assets	(53.9		)	(18.8		)	—
Other (income) expense	(31.4		)	(45.3		)	(25.5		)
Income before income taxes	2,125.3			2,060.0			1,602.1
Income tax expense	506.7			597.7			563.7
Net income	1,618.6			1,462.3			1,038.4
Net income attributable to noncontrolling interests	0.1			2.0			—
Net income attributable to D.R. Horton, Inc.	$	1,618.5		$	1,460.3		$	1,038.4

Basic net income per common share attributable to D.R. Horton, Inc.	$	4.34		$	3.88		$	2.77
Weighted average number of common shares	372.6			376.6			374.3

Diluted net income per common share attributable to D.R. Horton, Inc.	$	4.29		$	3.81		$	2.74
Adjusted weighted average number of common shares	377.4			383.4			378.9

See accompanying notes to consolidated financial statements.

D.R. HORTON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF TOTAL EQUITY



	Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Non-controlling Interests			Total Equity
	(In millions, except common stock share data)
Balances at September 30, 2016 (372,923,187 shares)	$	3.8	$	2,865.8		$	4,057.2		$	(134.3	)	$	0.5		$	6,793.0
Net income	—		—			1,038.4			—			—			1,038.4
Exercise of stock options (2,770,569 shares)	—		43.8			—			—			—			43.8
Tax benefit from employee stock awards	—		13.7			—			—			—			13.7
Stock issued under employee benefit plans (1,142,323 shares)	—		14.8			—			—			—			14.8
Cash paid for shares withheld for taxes	—		(5.1		)	—			—			—			(5.1		)
Stock-based compensation expense	—		59.2			—			—			—			59.2
Cash dividends declared ($0.40 per share)	—		—			(149.6		)	—			—			(149.6		)
Repurchases of common stock (1,850,000 shares)	—		—			—			(60.6		)	—			(60.6		)
Balances at September 30, 2017 (374,986,079 shares)	$	3.8	$	2,992.2		$	4,946.0		$	(194.9	)	$	0.5		$	7,747.6
Noncontrolling interest acquired	—		—			—			—			175.2			175.2
Net income	—		—			1,460.3			—			2.0			1,462.3
Exercise of stock options (2,547,139 shares)	0.1		43.3			—			—			—			43.4
Stock issued under employee benefit plans (1,536,954 shares)	—		4.0			—			—			—			4.0
Cash paid for shares withheld for taxes	—		(10.3		)	—			—			—			(10.3		)
Stock-based compensation expense	—		55.8			—			—			—			55.8
Cash dividends declared ($0.50 per share)	—		—			(188.4		)	—			—			(188.4		)
Repurchases of common stock (2,808,537 shares)	—		—			—			(127.5		)	—			(127.5		)
Distributions to noncontrolling interests	—		—			—			—			(3.2		)	(3.2		)
Balances at September 30, 2018 (376,261,635 shares)	$	3.9	$	3,085.0		$	6,217.9		$	(322.4	)	$	174.5		$	9,158.9
Cumulative effect of adoption of ASC 606 (see Note A)	—		—			27.1			—			—			27.1
Net income	—		—			1,618.5			—			0.1			1,618.6
Exercise of stock options (2,634,802 shares)	—		38.1			—			—			—			38.1
Stock issued under employee benefit plans (1,417,776 shares)	—		4.6			—			—			—			4.6
Cash paid for shares withheld for taxes	—		(19.7		)	—			—			—			(19.7		)
Stock-based compensation expense	—		73.2			—			—			—			73.2
Cash dividends declared ($0.60 per share)	—		—			(223.4		)	—			—			(223.4		)
Repurchases of common stock (11,882,759 shares)	—		—			—			(479.8		)	—			(479.8		)
Distributions to noncontrolling interests	—		—			—			—			(3.9		)	(3.9		)
Change of ownership interest in Forestar	—		(2.1		)	—			—			103.5			101.4
Balances at September 30, 2019 (368,431,454 shares)	$	3.9	$	3,179.1		$	7,640.1		$	(802.2	)	$	274.2		$	10,295.1

See accompanying notes to consolidated financial statements.

D.R. HORTON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Year Ended September 30,
	2019			2018			2017
	(In millions)
OPERATING ACTIVITIES
Net income	$	1,618.6		$	1,462.3		$	1,038.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	72.0			62.4			54.7
Amortization of discounts and fees	10.9			9.9			5.0
Stock-based compensation expense	73.2			55.8			59.2
Equity in earnings of unconsolidated entities	(0.5		)	(2.8		)	—
Distributions of earnings of unconsolidated entities	0.5			2.0			—
Excess income tax benefit from employee stock awards	—			—			(14.3		)
Deferred income taxes	20.1			170.9			110.8
Inventory and land option charges	54.0			50.4			40.2
Gain on sale of assets	(53.9		)	(18.8		)	—
Changes in operating assets and liabilities:
Decrease (increase) in construction in progress and finished homes	84.6			(482.8		)	(584.4		)
Increase in residential land and lots — developed, under development, held for development and held for sale	(676.4		)	(573.8		)	(362.3		)
Increase in other assets	(161.6		)	(110.6		)	(63.7		)
Net (increase) decrease in mortgage loans held for sale	(275.6		)	(208.8		)	67.6
Increase in accounts payable, accrued expenses and other liabilities	126.2			129.1			89.0
Net cash provided by operating activities	892.1			545.2			440.2
INVESTING ACTIVITIES
Expenditures for property and equipment	(127.2		)	(68.1		)	(102.7		)
Proceeds from sale of assets	143.8			292.9			—
Expenditures related to rental properties	(96.9		)	(70.2		)	(54.6		)
Return of investment in unconsolidated entities	4.4			17.5			—
Net principal (increase) decrease of other mortgage loans and real estate owned	(2.3		)	(1.2		)	6.2
Proceeds from (purchases of) debt securities collateralized by residential real estate	—			7.3			(8.8		)
Payments related to business acquisitions, net of cash acquired	(315.8		)	(159.2		)	(4.1		)
Net cash (used in) provided by investing activities	(394.0		)	19.0			(164.0		)
FINANCING ACTIVITIES
Proceeds from notes payable	2,528.2			2,163.5			835.0
Repayment of notes payable	(2,686.1		)	(2,181.7		)	(1,192.3		)
Advances (payments) on mortgage repurchase facility, net	251.2			217.7			(53.0		)
Proceeds from stock associated with certain employee benefit plans	42.7			47.4			46.7
Excess income tax benefit from employee stock awards	—			—			14.3
Cash paid for shares withheld for taxes	(19.7		)	(10.3		)	(5.1		)
Cash dividends paid	(223.4		)	(188.4		)	(149.6		)
Repurchases of common stock	(479.8		)	(127.5		)	(60.6		)
Distributions to noncontrolling interests, net	(3.9		)	(3.2		)	—
Net proceeds from issuance of Forestar common stock	100.7			—			—
Net cash used in financing activities	(490.1		)	(82.5		)	(564.6		)
Net increase (decrease) in cash, cash equivalents and restricted cash	8.0			481.7			(288.4		)
Cash, cash equivalents and restricted cash at beginning of year	1,506.0			1,024.3			1,312.7
Cash, cash equivalents and restricted cash at end of year	$	1,514.0		$	1,506.0		$	1,024.3

D.R. HORTON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)




	Year Ended September 30,
	2019		2018		2017
	(In millions)
Supplemental cash flow information:
Income taxes paid, net	$	488.0	$	387.2	$	446.4
Supplemental disclosures of non-cash activities:
Notes payable issued for inventory	$	83.6	$	—	$	4.5
Stock issued under employee incentive plans	$	49.6	$	64.0	$	31.9
Accrued expenditures for property and equipment	$	14.1	$	10.7	$	16.3
Accrual for holdback payment related to acquisition	$	10.1	$	—	$	—

See accompanying notes to consolidated financial statements.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and include the accounts of D.R. Horton, Inc. and all of its 100% owned, majority-owned and controlled subsidiaries, which are collectively referred to as the Company, unless the context otherwise requires. Noncontrolling interests represent the proportionate equity interests in consolidated entities that are not 100% owned by the Company. The Company owns a 66% controlling interest in Forestar Group Inc. (Forestar) and therefore is required to consolidate 100% of Forestar within its consolidated financial statements, and the 34% interest the Company does not own is accounted for as noncontrolling interests. All intercompany accounts, transactions and balances have been eliminated in consolidation.

Reclassifications

In connection with the adoption of Accounting Standards Update (ASU) 2016-18 in fiscal 2019, restricted cash is now included with cash and cash equivalents when reconciling beginning and ending amounts in the consolidated statements of cash flows. Prior year amounts have been reclassified to conform to the current year presentation, resulting in an increase in cash provided by investing activities of $16.4 million for fiscal 2018 and a decrease in cash used in investing activities of $7.0 million for fiscal 2017.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Adoption of New Accounting Standard

On October 1, 2018, the Company adopted Accounting Standards Codification 606, "Revenue from Contracts with Customers" (ASC 606), which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company applied the modified retrospective method to contracts that were not completed as of October 1, 2018. Results for fiscal 2019 are presented under ASC 606, while prior year amounts were not adjusted and will continue to be reported under the previous accounting standards. The Company recorded an increase to retained earnings of $27.1 million, net of tax, as of October 1, 2018, due to the cumulative effect of adopting ASC 606, which was primarily related to the recognition of contract assets totaling $32.4 million for insurance brokerage commission renewals. Under ASC 606, the Company recognizes revenue and a contract asset for estimated future renewals of these policies upon issuance of the initial policy, the date at which the performance obligation is satisfied. There was not a material impact to fiscal 2019 revenues as a result of applying ASC 606, and there have not been significant changes to the Company’s business processes, systems, or internal controls as a result of implementing the standard.

Revenue Recognition

Homebuilding revenue and related profit are generally recognized at the time of the closing of a sale, when title to and possession of the property are transferred to the buyer. The Company’s performance obligation, to deliver the agreed-upon home, is generally satisfied in less than one year from the original contract date. Proceeds from home closings held for the Company’s benefit at title companies are included in homebuilding cash and cash equivalents in the consolidated balance sheets.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

When the Company executes sales contracts with its homebuyers, or when it requires advance payment from homebuyers for custom changes, upgrades or options related to their homes, the cash deposits received are recorded as liabilities until the homes are closed or the contracts are cancelled. The Company either retains or refunds to the homebuyer deposits on cancelled sales contracts, depending upon the applicable provisions of the contract or other circumstances.

The Company rarely purchases land for resale, but periodically may elect to sell parcels of land that no longer fit into its strategic operating plans. Revenue from land sales is typically recognized on the closing date, which is generally when performance obligations are satisfied.

Financial services revenues associated with the Company’s title operations are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur simultaneously as each home is closed. The Company transfers substantially all underwriting risk associated with title insurance policies to third-party insurers. Revenues associated with the Company’s mortgage operations primarily include net gains on the sale of mortgage loans and servicing rights. The Company typically elects the fair value option for its mortgage loan originations whereby mortgage loans held for sale are recorded at fair value based on either sale commitments or current market quotes and loan values are adjusted through revenues for subsequent changes in fair value until the loans are sold. Expected gains and losses from the sale of servicing rights are included in the measurement of all written loan commitments that are accounted for at fair value through revenues at the time of commitment. The Company sells substantially all of the mortgages it originates and the related servicing rights to third-party purchasers. Interest income is earned from the date a mortgage loan is originated until the loan is sold.

The Company collects insurance commissions on homeowner policies placed with third party carriers through its 100% owned insurance agency. The Company recognizes revenue and a contract asset for estimated future renewals of these policies upon issuance of the initial policy, the date at which the performance obligation is satisfied.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less when purchased to be cash equivalents. Proceeds from home closings held for the Company’s benefit at title companies, which totaled $244.8 million at September 30, 2019, are included in homebuilding cash and cash equivalents in the consolidated balance sheets.

Cash balances of the Company’s captive insurance subsidiary, which are expected to be used to fund the subsidiary’s operations and pay future anticipated legal claims, were $48.6 million and $44.2 million at September 30, 2019 and 2018, respectively, and are included in cash and cash equivalents in the consolidated balance sheets.

Restricted Cash

The Company has cash that is restricted as to its use. Restricted cash related to homebuilding and land development operations includes customer deposits that are temporarily restricted in accordance with regulatory requirements. Restricted cash related to financial services is mortgagor related funds held by the Company for taxes and insurance on an interim basis until the loans are sold.

Inventories and Cost of Sales

Inventory includes the costs of direct land acquisition, land development and home construction, capitalized interest, real estate taxes and direct overhead costs incurred during development and home construction. Costs incurred after development projects or homes are substantially complete, such as utilities, maintenance, and cleaning, are charged to selling, general and administrative (SG&A) expense as incurred. All indirect overhead costs, such as compensation of sales personnel, division and region management, and the costs of advertising and builder’s risk insurance are charged to SG&A expense as incurred.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Land and development costs are typically allocated to individual residential lots on a pro-rata basis, and the costs of residential lots are transferred to construction in progress when home construction begins. Home construction costs are specifically identified and recorded to individual homes. Cost of sales for homes closed includes the specific construction costs of each home and all applicable land acquisition, land development and related costs (both incurred and estimated to be incurred) allocated to each residential lot based upon the total number of homes expected to be closed in each community. Cost of sales for lots sold includes all applicable land acquisition, land development and related costs (both incurred and estimated to be incurred) allocated to each residential lot in the community. Any changes to the estimated total development costs subsequent to the initial home or lot closings in a community are generally allocated on a pro-rata basis to the remaining homes or lots in the community associated with the relevant development activity.

When a home is closed, the Company generally has not paid all incurred costs necessary to complete the home. A liability and a corresponding charge to cost of sales are recorded for the amount estimated to ultimately be paid related to completed homes that have been closed. Home construction budgets are compared to actual recorded costs to determine the additional costs remaining to be paid on each closed home.

The Company rarely purchases land for resale. However, when the Company owns land or communities under development that do not fit into its development and construction plans, and the Company determines that it will sell the asset, the project is accounted for as land held for sale if certain criteria are met. The Company records land held for sale at the lesser of its carrying value or fair value less estimated costs to sell.

Each quarter, the Company reviews its communities and land inventories for indicators of potential impairment. If indicators of impairment are present for a community, the Company performs an impairment evaluation of the community, which includes an analysis to determine if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If so, impairment charges are recorded to cost of sales if the fair value of such assets is less than their carrying amounts. Impairment charges are also recorded on finished homes in substantially completed communities when events or circumstances indicate that the carrying values are greater than the fair values less estimated costs to sell these homes. The key assumptions relating to inventory valuations are impacted by local market and economic conditions and are inherently uncertain. Due to uncertainties in the estimation process, actual results could differ from such estimates. See Note C.

Capitalized Interest

The Company capitalizes interest costs incurred to inventory during active development and construction (active inventory). Capitalized interest is charged to cost of sales as the related inventory is delivered to the buyer. During periods in which the Company’s active inventory is lower than its debt level, a portion of the interest incurred is reflected as interest expense in the period incurred. During fiscal 2019, 2018 and 2017, the Company’s active inventory exceeded its debt level, and all interest incurred was capitalized to inventory. See Note E.

Land Purchase Contract Deposits and Pre-Acquisition Costs

The Company enters into land and lot purchase contracts to acquire land or lots for the construction of homes. Under these contracts, the Company will fund a stated deposit in consideration for the right, but not the obligation, to purchase land or lots at a future point in time with predetermined terms. Under the terms of many of the purchase contracts, the deposits are not refundable in the event the Company elects to terminate the contract. Land purchase contract deposits and capitalized pre-acquisition costs are expensed to inventory and land option charges when the Company believes it is probable that it will not acquire the property under contract and will not be able to recover these costs through other means. See Notes C and K.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Variable Interests

Land purchase contracts can result in the creation of a variable interest in the entity holding the land parcel under contract. At September 30, 2019, there was one variable interest entity reported in the Company’s consolidated balance sheet as a result of the related party transaction described in Note N. There were no variable interest entities reported in the consolidated balance sheet at September 30, 2018 because, with regard to each entity, the Company determined it did not control the activities that most significantly impact the variable interest entity’s economic performance, and it did not have an obligation to absorb losses of or the right to receive benefits from the entity. The maximum exposure to losses related to the Company’s unconsolidated variable interest entities is limited to the amounts of the Company’s related deposits. At September 30, 2019 and 2018, the deposits related to these contracts totaled $396.9 million and $326.0 million, respectively, and are included in other assets in the consolidated balance sheets.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance costs are expensed as incurred. Property under construction is not depreciated until the property is placed in service. Depreciation generally is recorded using the straight-line method over the estimated useful life of the asset. The depreciable life of model home furniture is 2 years, depreciable lives of office furniture and equipment typically range from 2 to 5 years, and depreciable lives of buildings and improvements typically range from 5 to 30 years.

DHI Communities develops, constructs and owns multi-family residential properties that produce rental income. DHI Communities has four projects under active construction and two projects that are substantially complete, one of which was under contract to sell at September 30, 2019. The property balances related to these operations are presented in the table below.

The Company’s property and equipment balances and the related accumulated depreciation at September 30, 2019 and 2018 were as follows:



	September 30,
	2019			2018
	(In millions)
Buildings and improvements (1) (2)	$	329.4		$	292.3
Multi-family rental properties under construction	65.2			54.1
Model home furniture	128.3			127.8
Office furniture and equipment	128.6			107.8
Land (1) (2)	71.6			63.8
Total property and equipment	$	723.1		$	645.8
Accumulated depreciation	(260.9		)	(244.7		)
Property and equipment, net	$	462.2		$	401.1


(1)	At September 30, 2019, buildings and improvements included $50.7 million related to completed multi-family rental properties and $56.9 million related to the Company’s oil and gas related assets. Additionally, land included $38.0 million related to the Company’s multi-family rental operations.


(2)	At September 30, 2018, buildings and improvements included $87.3 million related to completed multi-family rental properties and land included $36.7 million related to the Company’s multi-family rental operations.

Depreciation expense was $66.1 million, $58.2 million and $49.4 million in fiscal 2019, 2018 and 2017, respectively.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Business Acquisitions

The Company accounts for acquisitions of businesses by allocating the purchase price of the business to the various assets acquired and liabilities assumed at their respective fair values. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. These estimates and assumptions are based on historical experience, information obtained from the management of the acquired companies and the Company’s estimates of significant assumptions that a market participant would use when determining fair value. While the Company believes the estimates and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

During the first quarter of fiscal 2019, the Company acquired the homebuilding operations of Westport Homes, Classic Builders and Terramor Homes for $325.9 million. Westport Homes operates in Indianapolis and Fort Wayne, Indiana, and Columbus, Ohio; Classic Builders operates in Des Moines, Iowa; and Terramor Homes operates in Raleigh, North Carolina.

The Company’s allocation of the aggregate purchase price of these transactions was based on the estimated fair value of the assets and liabilities acquired as follows (in millions):



Inventories	$	265.5
Other assets	23.3
Goodwill	54.3
Intangible assets	8.6
Other liabilities	(25.8		)
Net assets acquired	$	325.9

As a result of these transactions, the Company recorded goodwill of $54.3 million, of which $49.7 million was allocated to the Midwest region and $4.6 million was allocated to the East region. The goodwill is tax deductible and relates to expected synergies from expanding the Company’s market presence in its Midwest and East regions, the experienced and knowledgeable workforce of these entities and their capital efficient operating processes. The intangible assets will be amortized on a straight-line basis to SG&A expense over their expected lives, which range from one to three years.

Goodwill

The Company records goodwill associated with its acquisitions of businesses when the purchase price of the business exceeds the fair value of the net tangible and identifiable intangible assets acquired. Goodwill balances are evaluated for potential impairment on at least an annual basis by performing a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an operating segment with goodwill is less than its carrying amount. If the qualitative assessment indicates that additional impairment testing is required, then a quantitative assessment is performed to determine the operating segment’s fair value. The estimated fair value is determined by discounting the future cash flows of the operating segment to present value. If the carrying value of the operating segment exceeds its fair value, the Company determines if an impairment exists based on the implied fair value of the operating segment’s goodwill. As a result of the qualitative assessments performed in fiscal 2019, 2018 and 2017, no impairment charges were indicated or recorded.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company’s goodwill balances by reporting segment were as follows:



	September 30,
	2019		2018
	(In millions)
East	$	26.4	$	21.8
Midwest	49.7		—
Southeast	40.1		40.1
South Central	15.9		15.9
Southwest	—		—
West	2.2		2.2
Forestar	29.2		29.2
Total goodwill	$	163.5	$	109.2

Warranty Claims

The Company typically provides its homebuyers with a ten-year limited warranty for major defects in structural elements such as framing components and foundation systems, a two-year limited warranty on major mechanical systems and a one-year limited warranty on other construction components. Since the Company subcontracts its construction work to subcontractors who typically provide it with an indemnity and a certificate of insurance prior to receiving payments for their work, claims relating to workmanship and materials are generally the primary responsibility of the subcontractors. Warranty liabilities have been established by charging cost of sales for each home delivered. The amounts charged are based on management’s estimate of expected warranty-related costs under all unexpired warranty obligation periods. The Company’s warranty liability is based upon historical warranty cost experience in each market in which it operates and is adjusted to reflect qualitative risks associated with the types of homes built and the geographic areas in which they are built. See Note K.

Legal Claims and Insurance

The Company records expenses and liabilities for legal claims related to construction defect matters, personal injury claims, employment matters, land development issues, contract disputes and other matters. The amounts recorded for these contingencies are based on the estimated costs of pending claims and the estimated costs of anticipated future claims related to previously closed homes. The Company estimates and records receivables under its applicable insurance policies for these legal claims when recovery is probable. Additionally, the Company may have the ability to recover a portion of its losses from its subcontractors and their insurance carriers when the Company has been named as an additional insured on their insurance policies. See Note K.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense was approximately $47.0 million,

$44.1 million and $45.4 million in fiscal 2019, 2018 and 2017, respectively.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Income Taxes

The Company’s income tax expense is calculated using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement amounts of assets and liabilities and their respective tax bases and attributable to net operating losses and tax credit carryforwards. When assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of sufficient taxable income in future periods and in the jurisdictions in which those temporary differences become deductible. The Company records a valuation allowance when it determines it is more likely than not that a portion of the deferred tax assets will not be realized. The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company’s consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation of the Company’s deferred tax assets and liabilities. See Note G.

Interest and penalties related to unrecognized tax benefits are recognized in the financial statements as a component of income tax expense. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a quarterly basis. The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in increases or decreases in the Company’s income tax expense in the period in which the change is made. The Company’s unrecognized tax benefits and related accrued interest at September 30, 2019 and 2018 were immaterial.

Earnings Per Share

Basic earnings per share is based on the weighted average number of shares of common stock outstanding during each year. Diluted earnings per share is based on the weighted average number of shares of common stock and dilutive securities outstanding during each year. See Note H.

Stock-Based Compensation

The Company’s stockholders formally authorize shares of its common stock to be available for future grants of stock-based compensation awards. From time to time, the Compensation Committee of the Company’s Board of Directors authorizes the grant of stock-based compensation to its employees and directors from these available shares. At September 30, 2019, the outstanding stock-based compensation awards include stock options and restricted stock units. Grants of restricted stock units vest over a certain number of years as determined by the Compensation Committee of the Board of Directors. Restricted stock units outstanding at September 30, 2019 have a remaining vesting period up to 4.2 years. Stock options are granted at exercise prices which equal the market value of the Company’s common stock at the date of the grant. All stock options outstanding at September 30, 2019 were vested and expire 10 years after the dates on which they were granted.

The compensation expense for stock-based awards is based on the fair value of the award and is recognized on a straight-line basis over the remaining vesting period. The fair values of restricted stock units are based on the Company’s stock price on the date of grant. The fair values of stock options granted are calculated on the date of grant using a Black-Scholes option pricing model. Determining the fair value of stock options requires judgment in developing assumptions and involves a number of estimates. These estimates include, but are not limited to, the expected stock price volatility over the term of the awards, the expected dividend yield and expected stock option exercise behavior. In addition, judgment is used in estimating the number of stock awards that are expected to be forfeited. See Note J.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Fair Value Measurements

The Financial Accounting Standards Board’s (FASB) authoritative guidance for fair value measurements establishes a three-level hierarchy based upon the inputs to the valuation model of an asset or liability. When available, the Company uses quoted market prices in active markets to determine fair value. The Company considers the principal market and nonperformance risk associated with the Company’s counterparties when determining the fair value measurements, if applicable. Fair value measurements are used for the Company’s mortgage loans held for sale, debt securities collateralized by residential real estate, interest rate lock commitments and other derivative instruments on a recurring basis and are used for inventories, other mortgage loans and real estate owned on a nonrecurring basis, when events and circumstances indicate that the carrying value is not recoverable. See Note M.

Pending Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires that lease assets and liabilities be recognized on the balance sheet and that key information about leasing arrangements be disclosed. The guidance is effective for the Company beginning October 1, 2019 and will not have a material impact on its consolidated financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses,” which replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information in determining credit loss estimates. The guidance is effective for the Company beginning October 1, 2020 and is not expected to have a material impact on its consolidated financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other,” which simplifies the measurement of goodwill impairment by removing the second step of the goodwill impairment test and requires the determination of the fair value of individual assets and liabilities of a reporting unit. Under the new guidance, goodwill impairment is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value with the loss recognized limited to the total amount of goodwill allocated to the reporting unit. The guidance is effective for the Company beginning October 1, 2020 and is not expected to have a material impact on its consolidated financial position, results of operations or cash flows.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE B – SEGMENT INFORMATION

The Company’s operating segments are its 52 homebuilding divisions, its majority-owned Forestar residential lot development operations, its financial services operations and its other business activities. The Company’s reporting segments are its homebuilding reporting segments, its Forestar land development segment and its financial services segment. The homebuilding operating segments are aggregated into the following six reporting segments: East, Midwest, Southeast, South Central, Southwest and West. These reporting segments have homebuilding operations located in the following states:



	East:		Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina and Virginia
	Midwest:		Colorado, Illinois, Indiana, Iowa, Minnesota and Ohio
	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

Homebuilding is the Company’s core business, generating 97% of consolidated revenues in fiscal 2019 and 2018 and 98% of consolidated revenues in fiscal 2017. The Company’s homebuilding divisions are primarily engaged in the acquisition and development of land and the construction and sale of residential homes, with operations in 90 markets in 29 states across the United States. Most of the revenue generated by the Company’s homebuilding operations is from the sale of completed homes and to a lesser extent from the sale of land and lots.

The Forestar segment is a residential lot development company with operations in 51 markets and 20 states. Forestar is making significant investments in land acquisition and development to expand its business across a geographically diversified national platform. The homebuilding divisions acquire finished lots from Forestar in accordance with the master supply agreement between the two companies. Forestar’s segment results are presented on their historical cost basis, consistent with the manner in which management evaluates segment performance.

The Company’s financial services segment provides mortgage financing and title agency services to homebuyers in many of the Company’s homebuilding markets. The segment generates the substantial majority of its revenues from originating and selling mortgages and collecting fees for title insurance agency and closing services. The Company sells substantially all of the mortgages it originates and the related servicing rights to third-party purchasers.

In addition to its homebuilding, Forestar and financial services operations, the Company has subsidiaries that engage in other business activities. These subsidiaries conduct insurance-related operations, construct and own income-producing rental properties, own non-residential real estate including ranch land and improvements and own and operate oil and gas related assets. The operating results of these subsidiaries are immaterial for separate reporting and therefore are grouped together and presented as other. One of these subsidiaries, DHI Communities, constructs multi-family rental properties and has four projects under active construction and two projects that are substantially complete, one of which was under contract to sell at September 30, 2019. In January 2019, DHI Communities sold its first multi-family rental property for $73.4 million and recorded a gain on the sale of $29.3 million. In June 2019, DHI Communities sold its second multi-family rental property for $60.0 million and recorded a gain on the sale of $22.6 million. At September 30, 2019 and 2018, property and equipment in the consolidated balance sheets included $153.9 million and $171.4 million, respectively, of assets owned by DHI Communities.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The accounting policies of the reporting segments are described throughout Note A. Financial information relating to the Company’s reporting segments is as follows:



	September 30, 2019
	Homebuilding		Forestar (1)		Financial Services		Other (2)		Eliminations (3)			Other Adjustments (4)			Consolidated
	(In millions)
Assets
Cash and cash equivalents	$	1,043.0	$	382.8	$	43.4	$	25.1	$	—		$	—		$	1,494.3
Restricted cash	8.0		—		11.6		0.1		—			—			19.7
Inventories:
Construction in progress and finished homes	5,249.0		—		—		—		(4.0		)	—			5,245.0
Residential land and lots — developed and under development	4,956.1		1,011.8		—		—		(31.4		)	2.9			5,939.4
Land held for development	60.7		17.1		—		—		—			—			77.8
Land held for sale	19.8		—		—		—		—			—			19.8
	10,285.6		1,028.9		—		—		(35.4		)	2.9			11,282.0
Investment in unconsolidated entities	—		7.3		—		—		—			(0.8		)	6.5
Mortgage loans held for sale	—		—		1,072.0		—		—			—			1,072.0
Deferred income taxes, net	146.4		17.4		—		—		5.1			(5.8		)	163.1
Property and equipment, net	235.4		2.4		3.2		221.2		—			—			462.2
Other assets	863.2		16.9		68.3		71.5		(88.5		)	11.9			943.3
Goodwill	134.3		—		—		—		—			29.2			163.5
	$	12,715.9	$	1,455.7	$	1,198.5	$	317.9	$	(118.8	)	$	37.4		$	15,606.6
Liabilities
Accounts payable	$	598.6	$	16.8	$	7.0	$	11.6	$	—		$	—		$	634.0
Accrued expenses and other liabilities	1,152.5		169.5		53.0		9.3		(93.6		)	(12.6		)	1,278.1
Notes payable	2,047.6		460.5		888.9		—		—			2.4			3,399.4
	$	3,798.7	$	646.8	$	948.9	$	20.9	$	(93.6	)	$	(10.2	)	$	5,311.5


(1)	Amounts are presented on Forestar’s historical cost basis, consistent with the manner in which management evaluates segment performance. All purchase accounting adjustments are included in the Other Adjustments column.


(2)	Amounts represent the aggregate balances of certain subsidiaries that are immaterial for separate reporting.


(3)	Amounts represent the elimination of intercompany transactions.


(4)	Amounts represent purchase accounting adjustments related to the Forestar acquisition.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



	September 30, 2018
	Homebuilding		Forestar (1)		Financial Services		Other (1)		Eliminations (3)			Other Adjustments (4)			Consolidated
	(In millions)
Assets
Cash and cash equivalents	$	1,111.8	$	318.8	$	33.7	$	8.8	$	—		$	—		$	1,473.1
Restricted cash	8.6		16.2		8.1		—		—			—			32.9
Inventories:
Construction in progress and finished homes	5,084.4		—		—		—		1.9			—			5,086.3
Residential land and lots — developed and under development	4,689.3		463.1		—		—		(7.2		)	27.2			5,172.4
Land held for development	61.2		34.9		—		—		—			—			96.1
Land held for sale	40.2		—		—		—		—			—			40.2
	9,875.1		498.0		—		—		(5.3		)	27.2			10,395.0
Investment in unconsolidated entities	—		11.7		—		—		—			(0.7		)	11.0
Mortgage loans held for sale	—		—		796.4		—		—			—			796.4
Deferred income taxes, net	176.5		26.9		—		—		1.1			(10.5		)	194.0
Property and equipment, net	207.1		1.8		3.0		189.2		—			—			401.1
Other assets	673.7		19.7		43.6		0.9		(48.6		)	12.6			701.9
Goodwill	80.0		—		—		—		—			29.2			109.2
	$	12,132.8	$	893.1	$	884.8	$	198.9	$	(52.8	)	$	57.8		$	14,114.6
Liabilities
Accounts payable	$	612.4	$	11.2	$	0.2	$	4.2	$	(3.3	)	$	—		$	624.7
Accrued expenses and other liabilities	1,041.3		95.7		41.9		9.9		(46.1		)	(15.2		)	1,127.5
Notes payable	2,445.9		111.7		637.7		—		—			8.2			3,203.5
	$	4,099.6	$	218.6	$	679.8	$	14.1	$	(49.4	)	$	(7.0	)	$	4,955.7


(1)	Amounts are presented on Forestar’s historical cost basis, consistent with the manner in which management evaluates segment performance. All purchase accounting adjustments are included in the Other Adjustments column.


(2)	Amounts represent the aggregate balances of certain subsidiaries that are immaterial for separate reporting.


(3)	Amounts represent the elimination of intercompany transactions and the reclassification of Forestar interest expense to inventory.


(4)	Amounts represent purchase accounting adjustments related to the Forestar acquisition.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



	Year Ended September 30, 2019
	Homebuilding			Forestar (1)			Financial Services			Other (2)			Eliminations (3)			Other Adjustments (4)			Consolidated
	(In millions)
Revenues:
Home sales	$	16,925.0		$	—		$	—		$	—		$	—		$	—		$	16,925.0
Land/lot sales and other	91.9			428.3			—			32.6			(326.6		)	—			226.2
Financial services	—			—			441.7			—			—			—			441.7
	17,016.9			428.3			441.7			32.6			(326.6		)	—			17,592.9
Cost of sales:
Home sales (5)	13,507.1			—			—			—			(8.3		)	—			13,498.8
Land/lot sales and other	75.1			361.9			—			—			(287.4		)	18.5			168.1
Inventory and land option charges	53.2			0.8			—			—			—			—			54.0
	13,635.4			362.7			—			—			(295.7		)	18.5			13,720.9
Selling, general and administrative expense	1,482.3			28.9			293.0			27.8			—			0.5			1,832.5
Equity in earnings of unconsolidated entities	—			(0.5		)	—			—			—			—			(0.5		)
Gain on sale of assets	(2.0		)	(3.0		)	—			(51.9		)	—			3.0			(53.9		)
Other (income) expense	(9.5		)	(5.5		)	(17.6		)	1.2			—			—			(31.4		)
Income before income taxes	$	1,910.7		$	45.7		$	166.3		$	55.5		$	(30.9	)	$	(22.0	)	$	2,125.3
Summary Cash Flow Information:
Depreciation and amortization	$	63.7		$	0.2		$	1.5		$	6.1		$	—		$	0.5		$	72.0
Cash provided by (used in) operating activities	$	1,438.0		$	(391.3	)	$	(150.2	)	$	2.5		$	(2.5	)	$	(4.4	)	$	892.1


(1)	Results are presented on Forestar’s historical cost basis, consistent with the manner in which management evaluates segment performance. All purchase accounting adjustments are included in the Other Adjustments column.


(2)	Amounts represent the aggregate results of certain subsidiaries that are immaterial for separate reporting.


(3)	Amounts represent the elimination of intercompany transactions.


(4)	Amounts represent purchase accounting adjustments related to the Forestar acquisition.


(5)	Amount in the Eliminations column represents the profit on lots sold from Forestar to the homebuilding segment. Intercompany profit is eliminated in the consolidated financial statements when Forestar sells lots to the homebuilding segment and is recognized in the consolidated financial statements when the homebuilding segment closes homes on the lots to homebuyers.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



	Year Ended September 30, 2018
	Homebuilding			Forestar (1)			Financial Services			Other (2)			Eliminations (3)			Other Adjustments (4)			Consolidated
	(In millions)
Revenues:
Home sales	$	15,502.0		$	—		$	—		$	—		$	—		$	—		$	15,502.0
Land/lot sales and other	121.8			109.2			—			—			(39.1		)	(1.2		)	190.7
Financial services	—			—			375.3			—			—			—			375.3
	15,623.8			109.2			375.3			—			(39.1		)	(1.2		)	16,068.0
Cost of sales:
Home sales (5)	12,195.5			—			—			—			(1.2		)	—			12,194.3
Land/lot sales and other	99.1			68.0			—			—			(30.1		)	16.4			153.4
Inventory and land option charges	48.8			1.0			—			—			—			0.6			50.4
	12,343.4			69.0			—			—			(31.3		)	17.0			12,398.1
Selling, general and administrative expense	1,346.2			32.8			272.6			24.7			—			0.5			1,676.8
Equity in earnings of unconsolidated entities	—			(12.4		)	—			—			2.5			7.1			(2.8		)
Gain on sale of assets	(15.8		)	(27.7		)	—			—			—			24.7			(18.8		)
Interest expense	—			5.8			—			—			(5.8		)	—			—
Other (income) expense	(7.2		)	(7.0		)	(15.1		)	(17.0		)	—			1.0			(45.3		)
Income (loss) before income taxes	$	1,957.2		$	48.7		$	117.8		$	(7.7	)	$	(4.5	)	$	(51.5	)	$	2,060.0
Summary Cash Flow Information:
Depreciation and amortization	$	53.4		$	0.3		$	1.4		$	6.8		$	—		$	0.5		$	62.4
Cash provided by (used in) operating activities	$	1,001.7		$	(320.3	)	$	(116.6	)	$	0.8		$	(10.5	)	$	(9.9	)	$	545.2


(1)	Results are presented from the date of acquisition and on Forestar’s historical cost basis, consistent with the manner in which management evaluates segment performance. All purchase accounting adjustments are included in the Other Adjustments column.


(2)	Amounts represent the aggregate results of certain subsidiaries that are immaterial for separate reporting.


(3)	Amounts represent the elimination of intercompany transactions and the reclassification of Forestar interest expense to inventory.


(4)	Amounts represent purchase accounting adjustments related to the Forestar acquisition.


(5)	Amount in the Eliminations column represents the profit on lots sold from Forestar to the homebuilding segment. Intercompany profit is eliminated in the consolidated financial statements when Forestar sells lots to the homebuilding segment and is recognized in the consolidated financial statements when the homebuilding segment closes homes on the lots to homebuyers.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



	Year Ended September 30, 2017
	Homebuilding			Financial Services			Other (1)			Consolidated
	(In millions)
Revenues:
Home sales	$	13,653.2		$	—		$	—		$	13,653.2
Land/lot sales and other	88.3			—			—			88.3
Financial services	—			349.5			—			349.5
	13,741.5			349.5			—			14,091.0
Cost of sales:
Home sales	10,927.8			—			—			10,927.8
Land/lot sales and other	74.8			—			—			74.8
Inventory and land option charges	40.2			—			—			40.2
	11,042.8			—			—			11,042.8
Selling, general and administrative expense	1,220.4			239.3			11.9			1,471.6
Other (income) expense	(11.0		)	(14.3		)	(0.2		)	(25.5		)
Income (loss) before income taxes	$	1,489.3		$	124.5		$	(11.7	)	$	1,602.1
Summary Cash Flow Information:
Depreciation and amortization	$	49.5		$	1.5		$	3.7		$	54.7
Cash provided by (used in) operating activities	$	303.7		$	139.1		$	(2.6	)	$	440.2


(1)	Amounts represent the aggregate results of certain subsidiaries that are immaterial for separate reporting.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



Homebuilding Inventories by Reporting Segment (1)	September 30,
2019			2018
	(In millions)
East	$	1,288.8		$	1,192.0
Midwest	836.8			583.1
Southeast	2,768.0			2,668.7
South Central	2,533.2			2,439.4
Southwest	574.4			499.7
West	2,056.0			2,268.5
Corporate and unallocated (2)	228.4			223.7
	$	10,285.6		$	9,875.1


(1)	Homebuilding inventories are the only assets included in the measure of homebuilding segment assets used by the Company’s chief operating decision makers.


(2)	Corporate and unallocated consists primarily of capitalized interest and property taxes.



Homebuilding Results by Reporting Segment	Year Ended September 30,
2019			2018			2017
	(In millions)
Revenues
East	$	2,290.2		$	1,893.4		$	1,640.1
Midwest	1,123.1			858.9			736.5
Southeast	4,977.8			4,578.6			4,087.6
South Central	4,202.4			3,769.9			3,383.1
Southwest	772.6			768.7			597.5
West	3,650.8			3,754.3			3,296.7
	$	17,016.9		$	15,623.8		$	13,741.5
Inventory and Land Option Charges
East	$	2.7		$	2.3		$	13.6
Midwest	3.5			5.1			1.8
Southeast	10.7			28.8			8.7
South Central	11.6			4.6			4.1
Southwest	0.5			0.9			1.6
West	24.2			7.1			10.4
	$	53.2		$	48.8		$	40.2
Income Before Income Taxes (1)
East	$	238.8		$	217.3		$	153.9
Midwest	57.7			77.5			49.1
Southeast	584.7			536.0			450.3
South Central	551.1			506.1			439.1
Southwest	100.4			97.4			39.6
West	378.0			522.9			357.3
	$	1,910.7		$	1,957.2		$	1,489.3


(1)	Expenses maintained at the corporate level consist primarily of interest and property taxes, which are capitalized and amortized to cost of sales or expensed directly, and the expenses related to operating the Company’s corporate office. The amortization of capitalized interest and property taxes is allocated to each homebuilding segment based on the segment’s cost of sales, while expenses associated with the corporate office are allocated to each homebuilding segment based on the segment’s inventory balances.

(1)

Expenses maintained at the corporate level consist primarily of interest and property taxes, which are capitalized and amortized to cost of sales or expensed directly, and the expenses related to operating the Company’s corporate office. The amortization of capitalized interest and property taxes is allocated to each homebuilding segment based on the segment’s cost of sales, while expenses associated with the corporate office are allocated to each homebuilding segment based on the segment’s inventory balances.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE C – INVENTORIES

At the end of each quarter during fiscal 2019, the Company reviewed the performance and outlook for all of its communities and land inventories for indicators of potential impairment and performed detailed impairment evaluations and analyses when necessary. As of September 30, 2019, the Company performed detailed impairment evaluations of communities and land inventories with a combined carrying value of $55.9 million and recorded impairment charges of $7.1 million during the fourth quarter to reduce the carrying value of impaired communities and land to fair value. Total impairment charges during fiscal 2019, 2018 and 2017 were $25.7 million, $11.8 million and $23.2 million, respectively. Inventory impairments and the land option charges discussed below are included in cost of sales in the consolidated statements of operations.

During fiscal 2019, 2018 and 2017, earnest money and pre-acquisition cost write-offs related to land purchase contracts that the Company has terminated or expects to terminate were $28.3 million, $14.1 million and $17.0 million, respectively. Total inventory and land option charges for fiscal 2018 also included a charge of $24.5 million related to the settlement of an outstanding dispute associated with a land transaction.

In fiscal 2018, the Forestar segment sold a portion of its assets for $232 million. This strategic asset sale included projects owned both directly and indirectly through ventures. The total net proceeds after certain purchase price adjustments, closing costs and other costs associated with selling these projects was $217.5 million, and a gain on the sale of these assets of $0.7 million is included in the Company’s consolidated statement of operations for the year ended September 30, 2018.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE D – NOTES PAYABLE

The Company’s notes payable at their carrying amounts consist of the following:



	September 30,
	2019		2018
	(In millions)
Homebuilding:
Unsecured:
Revolving credit facility	$	—	$	—
3.75% senior notes due 2019 (1)	—		499.6
4.0% senior notes due 2020 (1)	499.6		498.8
2.55% senior notes due 2020 (1)	398.9		397.9
4.375% senior notes due 2022 (1)	348.8		348.4
4.75% senior notes due 2023 (1)	298.9		298.7
5.75% senior notes due 2023 (1)	398.4		398.0
Other secured notes	103.0		4.5
	2,047.6		2,445.9
Forestar:
Unsecured:
Revolving credit facility	—		—
3.75% convertible senior notes due 2020 (2)	119.1		119.9
8.0% senior notes due 2024 (3)	343.8		—
	462.9		119.9
Financial Services:
Mortgage repurchase facility	888.9		637.7
	$	3,399.4	$	3,203.5


(1)	Debt issuance costs that were deducted from the carrying amounts of the homebuilding senior notes totaled $5.4 million and $8.5 million at September 30, 2019 and 2018, respectively.


(2)	Forestar’s 3.75% convertible senior notes due 2020 include an unamortized fair value adjustment of $2.4 million and $8.2 million at September 30, 2019 and 2018, respectively.


(3)	Debt issuance costs that were deducted from the carrying amount of Forestar’s 8.0% senior notes totaled $6.2 million at September 30, 2019.

As of September 30, 2019, maturities of consolidated notes payable, assuming the mortgage repurchase facility is not extended or renewed, are $1.6 billion in fiscal 2020, $403.3 million in fiscal 2021, $350.4 million in fiscal 2022, $700.4 million in fiscal 2023 and $351.5 million in fiscal 2024.

Homebuilding:

At September 30, 2019, the Company had a $1.325 billion senior unsecured homebuilding revolving credit facility with an uncommitted accordion feature that could increase the size of the facility to $1.9 billion, subject to certain conditions and availability of additional bank commitments. The facility also provided for the issuance of letters of credit with a sublimit equal to approximately 50% of the revolving credit commitment. Letters of credit issued under the facility reduce the available borrowing capacity. The interest rate on borrowings under the revolving credit facility may be based on either the Prime Rate or London Interbank Offered Rate (LIBOR) plus an applicable margin, as defined in the credit agreement governing the facility. At September 30, 2019, there were no borrowings outstanding and $141.2 million of letters of credit issued under the revolving credit facility, resulting in available capacity of approximately $1.2 billion. Borrowings and repayments under the facility totaled $2.1 billion each during fiscal 2019.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In October 2019, the homebuilding revolving credit facility was amended to increase its capacity to $1.59 billion with an uncommitted accordion feature that could increase the size of the facility to $2.5 billion, subject to certain conditions and availability of additional bank commitments. The amendment also extended the facility’s maturity date from September 25, 2023 to October 2, 2024 and increased the letter of credit sublimit to 100% of the revolving credit commitment.

The Company’s homebuilding revolving credit facility imposes restrictions on its operations and activities, including requiring the maintenance of a maximum allowable leverage ratio and a borrowing base restriction if the leverage ratio exceeds a certain level. These covenants are measured as defined in the credit agreement governing the facility and are reported to the lenders quarterly. A failure to comply with these financial covenants could allow the lending banks to terminate the availability of funds under the revolving credit facility or cause any outstanding borrowings to become due and payable prior to maturity. The credit agreement governing the facility and the indenture governing the senior notes also impose restrictions on the creation of secured debt and liens. At September 30, 2019, the Company was in compliance with all of the covenants, limitations and restrictions of its homebuilding revolving credit facility and public debt obligations.

D.R. Horton has an automatically effective universal shelf registration statement filed with the Securities and Exchange Commission (SEC) in August 2018, registering debt and equity securities that the Company may issue from time to time in amounts to be determined.

In March 2019, the Company repaid $500 million principal amount of its 3.75% senior notes at maturity. In October 2019, the Company issued $500 million principal amount of 2.5% senior notes due October 15, 2024, with interest payable semi-annually. The annual effective interest rate of these notes after giving effect to the amortization of the discount and financing costs is 2.7%.

The key terms of the Company’s homebuilding senior notes outstanding as of September 30, 2019 are summarized below.



Notes Payable	Principal Amount	Date Issued	Date Due	Redeemable Prior to Maturity (1)	Effective Interest Rate (2)
	(In millions)
4.0% senior notes	$500.0	February 2015	February 15, 2020	Yes	4.2%
2.55% senior notes	$400.0	December 2017	December 1, 2020	Yes	2.8%
4.375% senior notes	$350.0	September 2012	September 15, 2022	Yes	4.5%
4.75% senior notes	$300.0	February 2013	February 15, 2023	Yes	4.9%
5.75% senior notes	$400.0	August 2013	August 15, 2023	Yes	5.9%


(1)	The Company may redeem the notes in whole at any time or in part from time to time, at a redemption price equal to the greater of 100% of their principal amount or the present value of the remaining scheduled payments discounted to the redemption date, plus accrued and unpaid interest.


(2)	Interest is payable semi-annually on each of the series of senior notes. The annual effective interest rate is calculated after giving effect to the amortization of debt issuance costs.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

All series of homebuilding senior notes and borrowings under the homebuilding revolving credit facility are senior obligations and rank pari passu in right of payment to all existing and future unsecured indebtedness and senior to all existing and future indebtedness expressly subordinated to them. The homebuilding senior notes and borrowings under the homebuilding revolving credit facility are guaranteed by entities that hold approximately 79% of the Company’s assets. Upon the occurrence of both a change of control of the Company and a ratings downgrade event, as defined in the indenture governing its senior notes, the Company would be required in certain circumstances to offer to repurchase these notes at 101% of their principal amount, along with accrued and unpaid interest. Also, a change of control as defined in the revolving credit facility would constitute an event of default under the revolving credit facility, which could result in the acceleration of any borrowings outstanding under the facility and the termination of the commitments thereunder.

Effective July 30, 2019, the Board of Directors authorized the repurchase of up to $500 million of the Company’s debt securities. The authorization has no expiration date. All of the $500 million authorization was remaining at September 30, 2019.

Forestar:

Forestar has a $380 million senior unsecured revolving credit facility with an uncommitted accordion feature that could increase the size of the facility to $570 million, subject to certain conditions and availability of additional bank commitments. The facility also provides for the issuance of letters of credit with a sublimit equal to the greater of $100 million and 50% of the revolving credit commitment. Letters of credit issued under the facility reduce the available borrowing capacity. At September 30, 2019, there were no borrowings outstanding and $29.7 million of letters of credit issued under the revolving credit facility. Borrowings under the revolving credit facility are subject to a borrowing base based on Forestar’s book value of its real estate assets and unrestricted cash. At September 30, 2019, the borrowing base limited the available capacity under the revolving credit facility to $339.6 million. Borrowings and repayments under the facility totaled $85 million each during fiscal 2019.

In October 2019, the Forestar revolving credit facility was amended to extend its maturity date from August 16, 2021 to October 2, 2022. The maturity date may be extended by up to one year on up to two additional occasions, subject to the approval of lenders holding a majority of the commitments.

The Forestar revolving credit facility includes customary affirmative and negative covenants, events of default and financial covenants. The financial covenants require Forestar to maintain a minimum level of tangible net worth, a minimum level of liquidity and a maximum allowable leverage ratio. These covenants are measured as defined in the credit agreement governing the facility and are reported to the lenders quarterly. A failure to comply with these financial covenants could allow the lending banks to terminate the availability of funds under the revolving credit facility or cause any outstanding borrowings to become due and payable prior to maturity. At September 30, 2019, Forestar was in compliance with all of the covenants, limitations and restrictions of its revolving credit facility.

At September 30, 2019, the principal amount of Forestar’s 3.75% convertible senior notes due March 2020 was $118.9 million. Forestar intends to settle the principal amount of these notes in cash at maturity, with any excess conversion value to be settled in shares of its common stock.

In April 2019, Forestar issued $350 million principal amount of 8.0% senior notes pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes mature April 15, 2024, with interest payable semi-annually, and represent unsecured obligations of Forestar. The annual effective interest rate of these notes after giving effect to the amortization of financing costs is 8.5%. These notes may be redeemed prior to maturity, subject to certain limitations and premiums defined in the indenture agreement.

Forestar’s revolving credit facility, its senior notes and its convertible senior notes are not guaranteed by D.R. Horton, Inc. or any of the subsidiaries that guarantee the Company’s homebuilding debt.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Financial Services:

The Company’s mortgage subsidiary, DHI Mortgage, has a mortgage repurchase facility that provides financing and liquidity to DHI Mortgage by facilitating purchase transactions in which DHI Mortgage transfers eligible loans to the counterparties upon receipt of funds from the counterparties. DHI Mortgage then has the right and obligation to repurchase the purchased loans upon their sale to third-party purchasers in the secondary market or within specified time frames from 45 to 60 days in accordance with the terms of the mortgage repurchase facility. The total capacity of the facility is $900 million; however, the capacity increases, without requiring additional commitments, to $1.1 billion for approximately 45 days at fiscal year end. The capacity can also be increased to $1.2 billion subject to the availability of additional commitments. The maturity date of the facility is February 21, 2020.

As of September 30, 2019, $1.0 billion of mortgage loans held for sale with a collateral value of $972.0 million were pledged under the mortgage repurchase facility. DHI Mortgage had an obligation of $888.9 million outstanding under the mortgage repurchase facility at September 30, 2019 at a 3.7% annual interest rate.

The mortgage repurchase facility is not guaranteed by D.R. Horton, Inc. or any of the subsidiaries that guarantee the Company’s homebuilding debt. The facility contains financial covenants as to the mortgage subsidiary’s minimum required tangible net worth, its maximum allowable leverage ratio and its minimum required liquidity. These covenants are measured and reported to the lenders monthly. At September 30, 2019, DHI Mortgage was in compliance with all of the conditions and covenants of the mortgage repurchase facility.

NOTE E – CAPITALIZED INTEREST

The following table summarizes the Company’s interest costs incurred, capitalized and expensed during the years ended September 30, 2019, 2018 and 2017.



	Year Ended September 30,
	2019			2018			2017
	(In millions)
Capitalized interest, beginning of year	$	162.7		$	167.9		$	191.2
Interest incurred (1)	140.2			125.4			129.3
Interest charged to cost of sales	(122.8		)	(130.6		)	(152.6		)
Capitalized interest, end of year	$	180.1		$	162.7		$	167.9


(1)	Interest incurred included interest on the Company's mortgage repurchase facility of $16.1 million, $12.1 million and $8.5 million in fiscal 2019, 2018 and 2017, respectively. Also included in interest incurred is Forestar interest of $19.4 million and $3.4 million in fiscal 2019 and 2018, respectively.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE F – MORTGAGE LOANS

Mortgage Loans Held for Sale and Related Derivatives

Mortgage loans held for sale consist primarily of single-family residential loans collateralized by the underlying property. At September 30, 2019, mortgage loans held for sale had an aggregate carrying value of $1.1 billion and an aggregate outstanding principal balance of $1.0 billion. At September 30, 2018, mortgage loans held for sale had an aggregate carrying value of $796.4 million and an aggregate outstanding principal balance of $776.1 million. During the years ended September 30, 2019, 2018 and 2017, mortgage loans originated totaled $8.7 billion, $7.6 billion and $6.8 billion, respectively, and mortgage loans sold totaled $8.4 billion, $7.4 billion and $6.8 billion, respectively. The Company had gains on sales of loans and servicing rights of $319.4 million, $265.1 million and $251.1 million during the years ended September 30, 2019, 2018 and 2017, respectively. Net gains on sales of loans and servicing rights are included in revenues in the consolidated statements of operations. Approximately 93% of the mortgage loans sold by DHI Mortgage during fiscal 2019 were sold to four major financial entities, the largest percentage of which purchased 32% of the total loans sold.

To manage the interest rate risk inherent in its mortgage operations, the Company hedges its risk using derivative instruments, generally forward sales of mortgage-backed securities (MBS), which are referred to as “hedging instruments” in the following discussion. The Company does not enter into or hold derivatives for trading or speculative purposes.

Newly originated loans that have been closed but not committed to third-party purchasers are hedged to mitigate the risk of changes in their fair value. Hedged loans are committed to third-party purchasers typically within three days after origination. The notional amounts of the hedging instruments used to hedge mortgage loans held for sale vary in relationship to the underlying loan amounts, depending on the movements in the value of each hedging instrument relative to the value of the underlying mortgage loans. The fair value change related to the hedging instruments generally offsets the fair value change in the mortgage loans held for sale. The net fair value change, which for the years ended September 30, 2019, 2018 and 2017 was not significant, is recognized in revenues in the consolidated statements of operations. At September 30, 2019 and 2018, the Company’s mortgage loans held for sale that were not committed to third-party purchasers totaled $663.8 million and $575.9 million, respectively, and the notional amounts of the hedging instruments related to those loans totaled $663.8 million and $575.8 million, respectively.

Other Mortgage Loans and Loss Reserves

Mortgage loans are sold with limited recourse provisions derived from industry-standard representations and warranties in the relevant agreements. These representations and warranties primarily involve the absence of misrepresentations by the borrower or other parties, the appropriate underwriting of the loan and in some cases, a required minimum number of payments to be made by the borrower. The Company generally does not retain any other continuing interest related to mortgage loans sold in the secondary market. The majority of other mortgage loans consists of loans repurchased due to these limited recourse obligations. Typically, these loans are impaired, and some result in real estate owned through the foreclosure process. At September 30, 2019 and 2018, the Company’s total other mortgage loans and real estate owned, before loss reserves, totaled $11.4 million and $9.1 million, respectively.

The Company has recorded reserves for estimated losses on other mortgage loans, real estate owned and future loan repurchase obligations due to the limited recourse provisions, all of which are recorded as reductions of revenue. The loss reserve for loan repurchase and settlement obligations is estimated based on analysis of the volume of mortgages originated, loan repurchase requests received, actual repurchases and losses through the disposition of such loans or requests and discussions with mortgage purchasers. The reserve balances at September 30, 2019 and 2018 totaled $8.7 million and $8.4 million, respectively.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Other mortgage loans and real estate owned net of the related loss reserves are included in other assets, while loan repurchase obligations are included in accrued expenses and other liabilities in the Company’s consolidated balance sheets.

Loan Commitments and Related Derivatives

The Company is party to interest rate lock commitments (IRLCs), which are extended to borrowers who have applied for loan funding and meet defined credit and underwriting criteria. At September 30, 2019 and 2018, the notional amount of IRLCs, which are accounted for as derivative instruments recorded at fair value, totaled $727.9 million and $485.3 million, respectively.

The Company manages interest rate risk related to its IRLCs through the use of best-efforts whole loan delivery commitments and hedging instruments. These instruments are considered derivatives in an economic hedge and are accounted for at fair value with gains and losses recognized in revenues in the consolidated statements of operations. At September 30, 2019 and 2018, the notional amount of best-efforts whole loan delivery commitments totaled $25.2 million and $25.6 million, respectively, and the notional amount of hedging instruments related to IRLCs not yet committed to purchasers totaled $636.2 million and $430.2 million, respectively.

From time to time, the Company enters into forward sales of MBS as part of a program to offer below market interest rate financing to its homebuyers in certain markets. At September 30, 2019, the Company had MBS totaling $111.4 million that did not yet have interest rate lock commitments or closed loans created or assigned and recorded a liability of $0.5 million for the fair value of such MBS position.

NOTE G – INCOME TAXES

Income Tax Expense

The components of the Company’s income tax expense are as follows:



	Year Ended September 30,
	2019		2018		2017
	(In millions)
Current tax expense:
Federal	$	407.3	$	373.2	$	425.6
State	79.3		53.6		27.3
	486.6		426.8		452.9
Deferred tax expense:
Federal	13.9		158.7		87.9
State	6.2		12.2		22.9
	20.1		170.9		110.8
Total income tax expense	$	506.7	$	597.7	$	563.7

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company’s effective tax rate was 23.8%, 29.0% and 35.2% in fiscal 2019, 2018 and 2017, respectively. The effective tax rates for fiscal 2019 and 2018 reflect the impact of the Tax Cuts and Jobs Act (Tax Act), which was enacted into law in December 2017. The Tax Act reduced the federal corporate tax rate from 35% to 21% for all corporations effective January 1, 2018. For fiscal year companies, the change in law required the application of a blended tax rate in the year of change, which for the Company was 24.5% for the fiscal year ended September 30, 2018. For the fiscal year ended September 30, 2019 and thereafter, the applicable statutory federal tax rate is 21%. The Tax Act also repealed the domestic production activities deduction effective for the Company beginning October 1, 2018. The effective tax rates for fiscal year 2019 and 2018 also include a tax benefit related to stock-based compensation.

The fiscal year 2018 effective tax rate also included the remeasurement of the Company’s deferred tax assets and liabilities as a result of the Tax Act, the release of a valuation allowance against deferred tax assets related to Forestar and the enactment of the Bipartisan Budget Act of 2018, which retroactively extended the expiration date of the federal energy efficient home credit from December 31, 2016 until December 31, 2017. The effective tax rates for all years include an expense for state income taxes.

Reconciliation of Expected Income Tax Expense

Differences between income tax expense and tax computed by applying the federal statutory rate of 21% in fiscal 2019, 24.5% in fiscal 2018 and 35% in fiscal 2017 to income before income taxes during each year is due to the following:



	Year Ended September 30,
	2019			2018			2017
	(In millions)
Income taxes at federal statutory rate	$	446.3		$	505.0		$	560.7
Increase (decrease) in tax resulting from:
State income taxes, net of federal benefit	69.1			59.4			42.3
Domestic production activities deduction	—			(36.7		)	(39.8		)
Valuation allowance	(0.2		)	(7.3		)	0.8
Tax credits	(1.6		)	(19.0		)	(3.5		)
Excess tax benefit from stock-based compensation	(16.1		)	(21.2		)	—
Tax law change from enactment of Tax Act	—			108.7			—
Other	9.2			8.8			3.2
Total income tax expense	$	506.7		$	597.7		$	563.7

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Deferred Income Taxes

Deferred tax assets and liabilities reflect the tax consequences of temporary differences between the financial statement bases of assets and liabilities and their tax bases, tax losses and credit carryforwards. Components of deferred income taxes are summarized as follows:



	September 30,
	2019			2018
	(In millions)
Deferred tax assets:
Inventory costs	$	39.8		$	40.9
Inventory impairments	27.9			31.8
Warranty and construction defect costs	135.1			121.8
Net operating loss carryforwards	31.5			38.1
Tax credit carryforwards	3.5			4.3
Incentive compensation plans	65.1			55.2
Deferred income	0.2			1.3
Other	7.0			5.8
Total deferred tax assets	310.1			299.2
Valuation allowance	(18.7		)	(17.7		)
Total deferred tax assets, net of valuation allowance	$	291.4		$	281.5
Deferred tax liabilities:
Deferral of profit on home closings	95.4			64.9
Depreciation of fixed assets	14.2			10.7
Other	18.7			11.9
Total deferred tax liabilities	$	128.3		$	87.5
Deferred income taxes, net	$	163.1		$	194.0

D.R. Horton has $16.4 million of tax benefits for state net operating loss (NOL) carryforwards that expire at various times depending on the tax jurisdiction. Of the total amount, $6.2 million of the tax benefits expire over the next ten years and the remaining $10.2 million expires from fiscal years 2030 to 2039.

Forestar has $11.4 million of tax benefits for federal NOL carryforwards which have no expiration date. Additionally, Forestar has $3.7 million of tax benefits for state NOL carryforwards that expire at various times depending on the tax jurisdiction.

The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company’s consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation of the Company’s deferred tax assets.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Valuation Allowance

The Company has a valuation allowance of $18.7 million at September 30, 2019 and $17.7 million at September 30, 2018 related to state deferred tax assets for NOL carryforwards that are more likely than not to expire before being realized. The Company will continue to evaluate both the positive and negative evidence in determining the need for a valuation allowance with respect to the remaining state NOL carryforwards. Any reversal of the valuation allowance in future periods will impact the Company’s effective tax rate.

Regulations and Legislation

D.R. Horton is subject to federal income tax and state income tax in multiple jurisdictions. The statute of limitations for D.R. Horton’s major tax jurisdictions remains open for examination for fiscal years 2016 through 2019. D.R. Horton is currently being audited by various states; however, to date, management is not aware of any significant findings identified by the taxing authorities.

Forestar is subject to federal income tax and state income tax in multiple jurisdictions. The federal statute of limitations for tax years prior to 2017 is effectively closed. The statute of limitations in major state jurisdictions for tax years prior to 2015 is closed. The Internal Revenue Service recently completed an audit of Forestar’s 2016 tax year with no changes. Forestar is not currently being audited by any state jurisdictions.

NOTE H – EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share.



	Year Ended September 30,
	2019		2018		2017
	(In millions)
Numerator:
Net income attributable to D.R. Horton, Inc.	$	1,618.5	$	1,460.3	$	1,038.4
Denominator:
Denominator for basic earnings per share — weighted average common shares	372.6		376.6		374.3
Effect of dilutive securities:
Employee stock awards	4.8		6.8		4.6
Denominator for diluted earnings per share — adjusted weighted average common shares	377.4		383.4		378.9

Basic net income per common share attributable to D.R. Horton, Inc.	$	4.34	$	3.88	$	2.77
Diluted net income per common share attributable to D.R. Horton, Inc.	$	4.29	$	3.81	$	2.74

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE I – STOCKHOLDERS’ EQUITY

The Company has an automatically effective universal shelf registration statement, filed with the SEC in August 2018, registering debt and equity securities that it may issue from time to time in amounts to be determined.

Forestar also has an effective shelf registration statement filed with the SEC in September 2018, registering $500 million of equity securities. On September 30, 2019, Forestar issued 6.0 million shares of its common stock for $17.50 per share in a public underwritten offering. Net proceeds to Forestar from this offering after deducting underwriting discounts and commissions and other expenses were $100.7 million. As a result of the issuance, D.R. Horton's ownership of Forestar's outstanding common shares decreased from 75% to approximately 66%. Following the offering, $394.3 million remains available for issuance under Forestar’s shelf registration statement.

At September 30, 2019, the Company had 392,172,821 shares of common stock issued and 368,431,454 shares outstanding. No shares of preferred stock were issued or outstanding.

During fiscal 2019, the Company repurchased 11.9 million shares of its common stock for $479.8 million. Effective July 30, 2019, the Board of Directors authorized the repurchase of up to $1.0 billion of the Company’s common stock, which replaced the previous authorization. The new authorization has no expiration date. Shares repurchased under the new authorization reduced the remaining authorization amount to $895.7 million at September 30, 2019.

The Board of Directors approved and paid quarterly cash dividends of $0.15 per common share and $0.125 per common share in fiscal 2019 and 2018, respectively. In November 2019, the Board of Directors approved a cash dividend of $0.175 per common share, payable on December 11, 2019, to stockholders of record on November 27, 2019.

NOTE J – EMPLOYEE BENEFIT PLANS

Deferred Compensation Plans

The Company has a 401(k) plan for all employees who have been with the Company for a period of six months or more. The Company matches portions of employees’ voluntary contributions. Additional employer contributions in the form of profit sharing may also be made at the Company’s discretion. The Company recorded $21.7 million, $18.4 million and $16.0 million of expense for matching contributions in fiscal 2019, 2018 and 2017, respectively.

The Company’s Supplemental Executive Retirement Plan (SERP) is a non-qualified deferred compensation program that provides benefits payable to certain management employees upon retirement, death or termination of employment. Under the SERP, the Company accrues an unfunded benefit based on a percentage of the eligible employees’ salaries, as well as an interest factor based upon a predetermined formula. The Company’s liabilities related to the SERP were $40.6 million and $35.4 million at September 30, 2019 and 2018, respectively. The Company recorded $5.8 million, $5.4 million and $4.9 million of expense for this plan in fiscal 2019, 2018 and 2017, respectively.

The Company has a deferred compensation plan available to a select group of employees which allows participating employees to contribute compensation into the plan on a before tax basis and defer income taxation on the contributions until the funds are withdrawn from the plan. The participating employees designate investments for their contributions; however, the Company is not required to invest the contributions in the designated investments. The Company’s net liabilities related to the deferred compensation plan were $78.6 million and $69.3 million at September 30, 2019 and 2018, respectively. The Company records as expense the amount that the employee contributions would have earned had the funds been invested in the designated investments. Related to this plan, the Company recorded expense of $2.9 million, $5.8 million and $6.3 million in fiscal 2019, 2018 and 2017, respectively.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan provides eligible employees the opportunity to purchase common stock of the Company at a discounted price of 85% of the fair market value of the stock on the designated dates of purchase. The price to eligible employees may be further discounted depending on the average fair market value of the stock during the period and certain other criteria. Under the terms of the plan, the total fair market value of common stock that an eligible employee may purchase each year is limited to the lesser of 15% of the employee’s annual compensation or $25,000. Under the plan, employees purchased 141,661 shares for $4.6 million in fiscal 2019, 114,340 shares for $4.0 million in fiscal 2018 and 111,527 shares for $2.8 million in fiscal 2017. At September 30, 2019, the Company had 3.0 million shares of common stock reserved for issuance pursuant to the Employee Stock Purchase Plan.

Incentive Bonus Plan

The Company’s Incentive Bonus Plan provides for the Compensation Committee to award short-term performance bonuses to senior management based upon the level of achievement of certain criteria. For fiscal 2019, 2018 and 2017, the Compensation Committee approved awards whereby certain executive officers could earn performance bonuses based upon percentages of the Company’s pre-tax income. Compensation expense related to these plans was $24.4 million, $23.7 million and $16.8 million in fiscal 2019, 2018 and 2017, respectively.

Stock-Based Compensation

The Company’s Stock Incentive Plan provides for the granting of stock options and restricted stock units to executive officers, other key employees and non-management directors. Restricted stock unit awards may be based on performance (performance-based) or on service over a requisite time period (time-based). At September 30, 2019, the Company had 21.1 million shares of common stock reserved for issuance and 13.0 million shares available for future grants under the Stock Incentive Plan.

Stock Options

Stock options are granted at exercise prices which equal the market value of the Company’s common stock at the date of the grant. The options outstanding at September 30, 2019 are all exercisable and expire 10 years after the dates on which they were granted.

The Company did not grant stock options during fiscal 2019, 2018 or 2017. The following table provides information related to stock option activity during those years.



	Year Ended September 30,
	2019				2018				2017
	Stock Options		Weighted Average Exercise Price		Stock Options		Weighted Average Exercise Price		Stock Options		Weighted Average Exercise Price
Outstanding at beginning of year	5,856,959		$	17.25	8,431,348		$	16.92	11,395,917		$	16.69
Exercised	(2,634,802	)	14.47		(2,547,139	)	16.10		(2,770,569	)	15.83
Cancelled or expired	(38,000	)	18.98		(27,250	)	22.08		(194,000	)	18.83
Outstanding at end of year	3,184,157		$	19.53	5,856,959		$	17.25	8,431,348		$	16.92
Exercisable at end of year	3,184,157		$	19.53	4,955,392		$	17.07	5,772,214		$	16.01

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The aggregate intrinsic value of options exercised during fiscal 2019, 2018 and 2017 was $70.6 million, $76.8 million and $49.5 million, respectively. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the option exercise price.

The aggregate intrinsic value of options outstanding and exercisable at September 30, 2019 was $105.6 million. Exercise prices for options outstanding at September 30, 2019 ranged from $9.97 to $23.86. The weighted average remaining contractual lives of options outstanding and exercisable at September 30, 2019 is 3.4 years.

For fiscal 2019, 2018 and 2017, compensation expense related to stock options was $1.0 million, $6.9 million and $15.1 million, respectively. At September 30, 2019, there was no unrecognized compensation expense related to stock option awards as all of the awards are fully expensed.

Performance-Based Restricted Stock Unit (RSU) Equity Awards

During fiscal 2019, 2018 and 2017, performance-based RSU equity awards that vest at the end of three-year performance periods were granted to the Company’s executive officers. The number of units that ultimately vest depends on the Company’s relative position as compared to its peers in achieving certain performance criteria and can range from 0% to 200% of the number of units granted. The performance criteria are total shareholder return, return on investment, SG&A expense containment and gross profit. The performance-based RSUs have no dividend or voting rights during the performance period. Each of these performance-based RSUs represents the contingent right to receive one share of the Company’s common stock if the vesting conditions are satisfied. Compensation expense related to these grants is based on the Company’s performance against the peer group, the elapsed portion of the performance period and the grant date fair value of the award.

The following table provides additional information related to the performance-based RSUs outstanding at September 30, 2019.



Grant Date		Vesting Date	Target Number of Performance Units		Grant Date Fair Value per Unit			Compensation Expense Year Ended September 30,
	2019			2018			2017
								(In millions)
November 2016		September 2019	330,000		$	29.20		$	2.9	$	3.9	$	5.1
November 2017		September 2020	330,000		45.79			8.9		4.8		—
November 2018		September 2021	360,000		37.75			6.1		—		—
								$	17.9	$	8.7	$	5.1

In November 2019, the Compensation Committee approved the payout of the performance-based RSUs that vested in September 2019 in the form of 495,000 shares of common stock to satisfy the awards.

Time-Based Restricted Stock Unit (RSU) Equity Awards

Time-based RSUs represent the contingent right to receive one share of the Company’s common stock if the vesting conditions are satisfied. The time-based RSUs have no dividend or voting rights during the vesting period.

During fiscal 2019, 2018 and 2017, time-based RSUs were granted to the Company’s executive officers, other key employees and non-management directors (collectively, approximately 900, 920 and 600 recipients, respectively). These awards vest annually in equal installments over periods of three to five years.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table provides additional information related to time-based RSU activity during fiscal 2019, 2018 and 2017. The number of restricted stock units vested in fiscal 2019 includes shares of common stock withheld by the Company on behalf of employees to satisfy the tax withholding requirements.



	Year Ended September 30,
	2019				2018				2017
	Number of Restricted Stock Units		Weighted Average Grant Date Fair Value		Number of Restricted Stock Units		Weighted Average Grant Date Fair Value		Number of Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding at beginning of year	4,797,922		$	31.77	4,365,782		$	26.09	3,478,233		$	24.12
Granted	1,796,200		33.75		1,747,870		41.82		1,868,660		28.64
Vested	(1,430,826	)	29.83		(1,149,055	)	25.80		(792,941	)	24.48
Cancelled	(273,762	)	32.82		(166,675	)	29.56		(188,170	)	25.21
Outstanding at end of year	4,889,534		$	33.01	4,797,922		$	31.77	4,365,782		$	26.09

The total fair value of shares vested on the vesting date during fiscal 2019, 2018 and 2017 was $56.9 million, $51.0 million and $25.0 million, respectively. For fiscal 2019, 2018 and 2017, compensation expense related to time-based RSUs was $51.8 million, $39.3 million and $28.8 million, respectively. At September 30, 2019, there was $99.8 million of unrecognized compensation expense related to unvested time-based RSU awards. This expense is expected to be recognized over a weighted average period of 3.3 years.

NOTE K – COMMITMENTS AND CONTINGENCIES

Warranty Claims

The Company provides its homebuyers with warranties for defects in structural elements, mechanical systems and other construction components of the home. Warranty liabilities are established by charging cost of sales for each home delivered based on management’s estimate of expected warranty-related costs and by accruing for existing warranty claims. The Company’s warranty liability is based upon historical warranty cost experience in each market in which it operates and is adjusted to reflect qualitative risks associated with the types of homes built and the geographic areas in which they are built. The estimation of these costs is subject to a high degree of variability due to uncertainties related to these factors. Due to the high degree of judgment required in establishing the liability for warranty claims, actual future costs could differ significantly from current estimated amounts, and it is not possible for the Company to make a reasonable estimate of the possible loss or range of loss in excess of its warranty liability.

Changes in the Company’s warranty liability during fiscal 2019 and 2018 were as follows:



	September 30,
	2019			2018
	(In millions)
Warranty liability, beginning of year	$	202.0		$	143.7
Warranties issued	92.7			81.6
Changes in liability for pre-existing warranties	32.0			49.3
Settlements made	(79.4		)	(72.6		)
Warranty liability, end of year	$	247.3		$	202.0

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The change in liabilities for pre-existing warranties was $32.0 million and $49.3 million in fiscal 2019 and 2018, respectively. These amounts reflect the Company’s ongoing efforts to improve its customer service and relations, which in many cases results in the performance of warranty service after the original warranty period has expired. The Company has increased the amount of its warranties issued as a percentage of home cost of sales to reflect this increase in warranty costs.

Legal Claims and Insurance

The Company is named as a defendant in various claims, complaints and other legal actions in the ordinary course of business. At any point in time, the Company is managing several hundred individual claims related to construction defect matters, personal injury claims, employment matters, land development issues, contract disputes and other matters. The Company has established reserves for these contingencies based on the estimated costs of pending claims and the estimated costs of anticipated future claims related to previously closed homes. The estimated liabilities for these contingencies were $434.7 million and $408.1 million at September 30, 2019 and 2018, respectively, and are included in accrued expenses and other liabilities in the consolidated balance sheets. Approximately 99% of these reserves related to construction defect matters at both September 30, 2019 and 2018. Expenses related to the Company’s legal contingencies were $15.3 million, $41.0 million and $87.8 million in fiscal 2019, 2018 and 2017, respectively.

The Company’s reserves for construction defect claims include the estimated costs of both known claims and anticipated future claims. As of September 30, 2019, no individual existing claim was material to the Company’s financial statements. The Company has closed a significant number of homes during recent years and may be subject to future construction defect claims on these homes. Although regulations vary from state to state, construction defect issues can generally be reported for up to ten years after the home has closed in many states in which the Company operates. Historical data and trends regarding the frequency of claims incurred and the costs to resolve claims relative to the types of products and markets where the Company operates are used to estimate the construction defect liabilities for both existing and anticipated future claims. These estimates are subject to ongoing revision as the circumstances of individual pending claims and historical data and trends change. Adjustments to estimated reserves are recorded in the accounting period in which the change in estimate occurs.

Historical trends in construction defect claims have been inconsistent, and the Company believes they may continue to fluctuate. The Company also believes that fluctuations in housing market conditions can affect the frequency and cost of construction defect claims. If the ultimate resolution of construction defect claims resulting from the Company’s home closings in prior years varies from current expectations, it could significantly change the Company’s estimates regarding the frequency and timing of claims incurred and the costs to resolve existing and anticipated future claims, which would impact the construction defect reserves in the future. If the frequency of claims incurred or costs of existing and future legal claims significantly exceed the Company’s current estimates, they will have a significant negative impact on its future earnings and liquidity.

The Company’s reserves for legal claims increased from $408.1 million at September 30, 2018 to $434.7 million at September 30, 2019. The increase in reserves in fiscal 2019 was comparable to fiscal 2018 but there were fewer payments to resolve legal claims in fiscal 2019 compared to fiscal 2018. Changes in the Company’s legal claims reserves during fiscal 2019 and 2018 were as follows:



	September 30,
	2019			2018
	(In millions)
Reserves for legal claims, beginning of year	$	408.1		$	420.6
Increase in reserves	49.2			46.4
Payments	(22.6		)	(58.9		)
Reserves for legal claims, end of year	$	434.7		$	408.1

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In the majority of states in which it operates, the Company has, and requires the majority of the subcontractors it uses to have, general liability insurance which includes construction defect coverage. The Company’s general liability insurance policies protect it against a portion of its risk of loss from construction defect and other claims and lawsuits, subject to self-insured retentions and other coverage limits. For policy years ended June 30, 2007 through 2020, the Company is self-insured for the first $10 million to $20 million of aggregate completed operations indemnity claims incurred, depending on the policy year. After the aggregate self-insurance limits have been satisfied, the Company’s excess loss insurance coverage begins. However, the Company must still pay $0.25 million of any indemnity claim and a portion of the legal fees incurred for each claim occurrence.

In some states where the Company believes it is too difficult or expensive for its subcontractors to obtain general liability insurance, the Company has waived its normal subcontractor general liability insurance requirements to obtain lower costs from subcontractors. In these states, the Company purchases insurance policies from either third-party carriers or its 100% owned captive insurance subsidiary and names certain subcontractors as additional insureds. The policies issued by the captive insurance subsidiary represent self-insurance of these risks by the Company. The Company is self-insured under its captive policies for up to $25 million in aggregate completed operations indemnity claims per policy year and for the first $0.25 million for each claim occurrence. For all policy years after April 2007 to July 2019, the captive insurance subsidiary has $15 million of excess loss insurance coverage with a third-party insurer. For policy year July 2019 to July 2020, the reinsurance amount is $5 million. For policy years 2018 and 2019, after consideration of the aforementioned $15 million of risk transfer, the Company is self-insured under these captive policies for up to $10 million in aggregate completed operations indemnity claims, plus defense costs, per policy year and for up to $0.25 million for each claim occurrence. For policy year 2020, the Company is self-insured under these captive policies for up to $20 million in aggregate completed operations indemnity claims, plus defense costs, per policy year and for up to $0.25 million for each claim occurrence.

The Company is self-insured for the deductible amounts under its workers’ compensation insurance policies. The deductibles vary by policy year, but in no years exceed $0.5 million per occurrence. The deductible for the 2018, 2019 and 2020 policy years is $0.5 million per occurrence.

The Company estimates and records receivables under its applicable insurance policies related to its estimated contingencies for known claims and anticipated future construction defect claims on previously closed homes and other legal claims and lawsuits incurred in the ordinary course of business when recovery is probable. Additionally, the Company may have the ability to recover a portion of its losses from its subcontractors and their insurance carriers when the Company has been named as an additional insured on their insurance policies. The Company’s receivables related to its estimates of insurance recoveries from estimated losses for pending legal claims and anticipated future claims related to previously closed homes totaled $75.1 million and $54.6 million at September 30, 2019 and 2018, respectively, and are included in other assets in the consolidated balance sheets.

The estimation of losses related to these reserves and the related estimates of recoveries from insurance policies are subject to a high degree of variability due to uncertainties such as trends in construction defect claims relative to the Company’s markets and the types of products built, claim frequency, claim settlement costs and patterns, insurance industry practices and legal interpretations, among others. Due to the high degree of judgment required in establishing reserves for these contingencies, actual future costs and recoveries from insurance could differ significantly from current estimated amounts, and it is not possible for the Company to make a reasonable estimate of the possible loss or range of loss in excess of its reserves.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Land and Lot Purchase Contracts

The Company enters into land and lot purchase contracts to acquire land or lots for the construction of homes. At September 30, 2019, the Company’s homebuilding segment had total deposits of $515.4 million, consisting of cash deposits of $496.0 million and promissory notes of $19.4 million, related to contracts to purchase land and lots with a total remaining purchase price of approximately $7.2 billion. The majority of land and lots under contract are currently expected to be purchased within three years. Of these amounts, $88.7 million of the deposits related to contracts with Forestar to purchase land and lots with a remaining purchase price of $953.8 million. A limited number of the homebuilding land and lot purchase contracts at September 30, 2019, representing $59.8 million of remaining purchase price, were subject to specific performance provisions that may require the Company to purchase the land or lots upon the land sellers meeting their respective contractual obligations. Of the $59.8 million remaining purchase price subject to specific performance provisions, $13.2 million related to contracts between the homebuilding segment and Forestar.

During fiscal 2019 and 2018, Forestar reimbursed the homebuilding segment $34.5 million and $21.2 million, respectively, for previously paid earnest money and $13.1 million and $15.2 million, respectively, for pre-acquisition and other due diligence costs related to land purchase contracts whereby the homebuilding segment assigned its rights under contract to Forestar.

Other Commitments

At September 30, 2019, the Company had outstanding surety bonds of $1.7 billion and letters of credit of $171.7 million to secure performance under various contracts. Of the total letters of credit, $141.2 million were issued under the homebuilding revolving credit facility, $29.7 million were issued under Forestar’s revolving credit facility and $0.8 million were issued under secured letter of credit agreements.

The Company leases office space and equipment under non-cancelable operating leases. At September 30, 2019, the future minimum annual lease payments under these agreements are as follows (in millions):



Fiscal 2020	$	18.6
Fiscal 2021	12.0
Fiscal 2022	6.2
Fiscal 2023	3.6
Fiscal 2024	1.9
Thereafter	0.2
	$	42.5

Rent expense was $30.5 million, $27.8 million and $26.3 million for fiscal 2019, 2018 and 2017, respectively.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE L – OTHER ASSETS, ACCRUED EXPENSES AND OTHER LIABILITIES

The Company’s other assets at September 30, 2019 and 2018 were as follows:



	September 30,
	2019		2018
	(In millions)
Earnest money and refundable deposits	$	540.0	$	445.2
Insurance receivables	75.1		54.6
Other receivables	103.6		81.7
Prepaid assets	49.6		36.9
Rental properties	35.5		39.2
Multi-family rental property held for sale	28.9		—
Contract assets - insurance agency commissions	39.3		—
Other	71.3		44.3
	$	943.3	$	701.9

The Company’s accrued expenses and other liabilities at September 30, 2019 and 2018 were as follows:



	September 30,
	2019		2018
	(In millions)
Reserves for legal claims	$	434.7	$	408.1
Employee compensation and related liabilities	282.1		252.5
Warranty liability	247.3		202.0
Accrued interest	26.3		14.8
Federal and state income tax liabilities	33.4		35.2
Inventory related accruals	61.5		45.5
Customer deposits	57.7		58.1
Accrued property taxes	40.1		38.0
Other	95.0		73.3
	$	1,278.1	$	1,127.5

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE M – FAIR VALUE MEASUREMENTS

Fair value measurements are used for the Company’s mortgage loans held for sale, debt securities collateralized by residential real estate, IRLCs and other derivative instruments on a recurring basis and are used for inventories, other mortgage loans, rental properties and real estate owned on a nonrecurring basis, when events and circumstances indicate that the carrying value is not recoverable. The fair value hierarchy and its application to the Company’s assets and liabilities is as follows:


•	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.

The Company’s assets measured at fair value using Level 2 inputs on a nonrecurring basis are a limited number of mortgage loans held for sale with some degree of impairment affecting their marketability and are reported at the lower of carrying value or fair value. When available, fair value is determined by reference to quoted prices in the secondary markets for such assets.

After consideration of nonperformance risk, no additional adjustments were made to the fair value measurements of mortgage loans held for sale, IRLCs or hedging instruments.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


•	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.

The Company’s assets measured at fair value using Level 3 inputs on a recurring basis are its debt securities collateralized by residential real estate and a limited number of mortgage loans held for sale with some degree of impairment affecting their marketability and for which reference to quoted prices in the secondary markets is not available.

The Company’s assets measured at fair value using Level 3 inputs that are typically reported at the lower of carrying value or fair value on a nonrecurring basis are as follows:

•

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.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2019 and 2018, and the changes in the fair value of the Level 3 assets during fiscal 2019 and 2018.



		Fair Value at September 30, 2019
	Balance Sheet Location	Level 1		Level 2			Level 3		Total
		(In millions)
Debt securities collateralized by residential real estate	Other assets	$	—	$	—		$	3.9	$	3.9
Mortgage loans held for sale (1)	Mortgage loans held for sale	—		1,055.3			9.8		1,065.1
Derivatives not designated as hedging instruments (2):
Interest rate lock commitments	Other assets	—		19.2			—		19.2
Forward sales of mortgage-backed securities	Other liabilities	—		(4.1		)	—		(4.1		)
Best-efforts and mandatory commitments	Other liabilities	—		(1.0		)	—		(1.0		)



		Fair Value at September 30, 2018
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
		(In millions)
Debt securities collateralized by residential real estate	Other assets	$	—	$	—	$	3.9	$	3.9
Mortgage loans held for sale (1)	Mortgage loans held for sale	—		784.6		7.8		792.4
Derivatives not designated as hedging instruments (2):
Interest rate lock commitments	Other assets	—		10.5		—		10.5
Forward sales of mortgage-backed securities	Other assets	—		3.3		—		3.3
Best-efforts and mandatory commitments	Other assets	—		0.2		—		0.2



	Level 3 Assets at Fair Value for the Year Ended September 30, 2019
	Balance at September 30, 2018		Net realized and unrealized gains (losses)		Purchases		Sales and Settlements			Principal Reductions		Net transfers to (out of) Level 3		Balance at September 30, 2019
	(In millions)
Debt securities collateralized by residential real estate	$	3.9	$	—	$	—	$	—		$	—	$	—	$	3.9
Mortgage loans held for sale (1)	7.8		0.9		—		(5.4		)	—		6.5		9.8
	Level 3 Assets at Fair Value for the Year Ended September 30, 2018
	Balance at September 30, 2017		Net realized and unrealized gains (losses)		Purchases		Sales and Settlements			Principal Reductions		Net transfers to (out of) Level 3		Balance at September 30, 2018
	(In millions)
Debt securities collateralized by residential real estate (3)	$	8.8	$	—	$	—	$	(4.9	)	$	—	$	—	$	3.9
Mortgage loans held for sale (1)	5.6		0.6		—		(6.8		)	—		8.4		7.8

(1)

The Company typically elects the fair value option upon origination for mortgage loans held for sale. Interest income earned on mortgage loans held for sale is based on contractual interest rates and included in other income. Mortgage loans held for sale valued using Level 3 inputs at September 30, 2019 and 2018 include $9.8 million and $7.8 million, respectively, of loans for which the Company elected the fair value option upon origination and did not sell into the secondary market. Mortgage loans held for sale totaling $6.5 million and $8.4 million were transferred to Level 3 during fiscal 2019 and 2018, respectively, due to significant unobservable inputs used in determining the fair value of these loans. The fair value of these mortgage loans held for sale is generally calculated considering pricing in the secondary market and adjusted for the value of the underlying collateral, including interest rate risk, liquidity risk and prepayment risk. The Company plans to sell these loans as market conditions permit.


(2)	Fair value measurements of these derivatives represent changes in fair value, as calculated by reference to quoted prices for similar assets, and are reflected in the balance sheet as other assets or accrued expenses and other liabilities. Changes in the fair value of these derivatives are included in revenues in the consolidated statements of operations.


(3)	In August 2018, the Company sold $4.9 million of its debt securities to a third party for $7.3 million. The resulting gain of $2.4 million on the sale is included in other income in the consolidated statement of operations for fiscal 2018.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes the Company’s assets measured at fair value on a nonrecurring basis at September 30, 2019 and 2018.



		Fair Value at September 30,
	Balance Sheet Location	2019		2018
		Level 3
		(In millions)
Inventory held and used (a) (b)	Inventories	$	4.5	$	4.4
Inventory available for sale (a) (c)	Inventories	—		1.4
Mortgage loans held for sale (a) (d)	Mortgage loans held for sale	2.7		2.9
Other mortgage loans (a) (e)	Other assets	1.8		1.0


(a)	The fair values included in the table above represent only those assets whose carrying values were adjusted to fair value as a result of impairment in the respective period and were held at the end of the period.


(b)	In performing its impairment analysis of communities, discount rates ranging from 16% to 18% were used in the periods presented.


(c)	The fair value of inventory available for sale was determined based on recent offers received from outside third parties, comparable sales or actual contracts.


(d)	These mortgage loans have some degree of impairment affecting their marketability and are valued at the lower of carrying value or fair value. When available, quoted prices in the secondary market are used to determine fair value (Level 2); otherwise, a cash flow valuation model is used to determine fair value (Level 3).


(e)	The fair values of other mortgage loans was determined based on the value of the underlying collateral.

For the financial assets and liabilities that the Company does not reflect at fair value, the following tables present both their respective carrying value and fair value at September 30, 2019 and 2018.



	Carrying Value		Fair Value at September 30, 2019
		Level 1		Level 2		Level 3		Total
	(In millions)
Cash and cash equivalents (a)	$	1,494.3	$	1,494.3	$	—	$	—	$	1,494.3
Restricted cash (a)	19.7		19.7		—		—		19.7
Notes payable (b) (c)	3,399.4		—		2,533.9		991.9		3,525.8



	Carrying Value		Fair Value at September 30, 2018
		Level 1		Level 2		Level 3		Total
	(In millions)
Cash and cash equivalents (a)	$	1,473.1	$	1,473.1	$	—	$	—	$	1,473.1
Restricted cash (a)	32.9		32.9		—		—		32.9
Notes payable (b) (c)	3,203.5		—		2,602.6		642.2		3,244.8


(a)	The fair values of cash, cash equivalents and restricted cash approximate their carrying values due to their short-term nature and are classified as Level 1 within the fair value hierarchy.


(b)	The fair value of the senior notes is determined based on quoted prices, which is classified as Level 2 within the fair value hierarchy.


(c)	The fair values of other secured notes and borrowings on the revolving credit facilities and the mortgage repurchase facility approximate carrying value due to their short-term nature or floating interest rate terms, as applicable, and are classified as Level 3 within the fair value hierarchy.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE N – RELATED PARTY TRANSACTIONS

In March 2019, the Company assigned its rights under a land purchase contract it entered into in December 2017 to R&R Riverview LLC (R&R), an entity owned by Ryan Horton and Reagan Horton, the adult sons of Donald R. Horton, the Company’s Chairman. In March 2019, R&R exercised its rights under the purchase contract and paid $77.5 million for 119 acres of undeveloped land in Arizona. In connection with the transaction, Donald R. Horton loaned R&R $77.5 million at a 2.55% annual interest rate and obtained a security interest in the land. Concurrent with the contract assignment to R&R, the Company entered into a land purchase contract with R&R to purchase the 119 acres for R&R’s cost plus an annualized return of 16%. In accordance with the Company’s policy on related party transactions, this transaction was reviewed and approved by a committee of the Board of Directors composed of independent directors.

The Company determined that R&R is a variable interest entity, and the Company has the power through its rights in its land purchase contract with R&R to control the activities that most significantly impact the entity’s economic performance, and the Company is the primary beneficiary. Accordingly, the Company consolidated the variable interest entity in its consolidated financial statements by increasing inventory and notes payable by $77.5 million, and this amount was included in those balances at September 30, 2019.

In October 2019, the Company paid R&R $84.2 million for all 119 acres of land. The purchase transaction was also reviewed and approved by a committee of the Board of Directors composed of independent directors.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE O – QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

Consolidated quarterly results of operations for fiscal 2019 and 2018 were (in millions, except per share amounts):



	Fiscal 2019
	1st Quarter			2nd Quarter		3rd Quarter			4th Quarter
Revenues	$	3,519.0		$	4,128.7	$	4,906.3		$	5,038.9
Income before income taxes	375.7			462.8		626.7			660.1
Income tax expense	89.0			108.4		153.1			156.2
Net income	286.7			354.4		473.6			503.9
Net income (loss) attributable to noncontrolling interests	(0.5		)	3.1		(1.2		)	(1.4		)
Net income attributable to D.R. Horton, Inc.	287.2			351.3		474.8			505.3
Basic net income per common share attributable to D.R. Horton, Inc.	0.77			0.94		1.28			1.37
Diluted net income per common share attributable to D.R. Horton, Inc.	0.76			0.93		1.26			1.35



	Fiscal 2018
	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
Revenues	$	3,332.7		$	3,794.7		$	4,435.3		$	4,505.2
Income before income taxes	391.2			444.8			616.2			607.7
Income tax expense (1)	202.4			94.0			162.5			138.8
Net income	188.8			350.8			453.7			468.9
Net income (loss) attributable to noncontrolling interests	(0.5		)	(0.2		)	(0.1		)	2.8
Net income attributable to D.R. Horton, Inc.	189.3			351.0			453.8			466.1
Basic net income per common share attributable to D.R. Horton, Inc.	0.50			0.93			1.20			1.24
Diluted net income per common share attributable to D.R. Horton, Inc.	0.49			0.91			1.18			1.22


(1)	Income tax expense in the first quarter of fiscal 2018 includes additional expense of $108.7 million due to remeasurement of the Company’s net deferred tax assets as a result of the Tax Act.

The Company experiences variability in its results of operations from quarter to quarter due to the seasonal nature of its homebuilding business. The Company generally closes more homes and has greater revenues and income before income taxes in the third and fourth quarters (June and September) than in the first and second quarters (December and March) of its fiscal year.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION

All of the Company’s homebuilding senior notes and the homebuilding revolving credit facility are fully and unconditionally guaranteed, on a joint and several basis, by certain subsidiaries of D.R. Horton, Inc. (Guarantor Subsidiaries). Each of the Guarantor Subsidiaries is 100% owned, directly or indirectly, by the Company. The Company’s subsidiaries associated with the Forestar land development operation, the financial services operations and certain other subsidiaries do not guarantee the Company’s homebuilding senior notes or the homebuilding revolving credit facility (collectively, Non-Guarantor Subsidiaries). In lieu of providing separate financial statements for the Guarantor Subsidiaries, consolidating condensed financial statements are presented below. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that they are not material to investors.

The guarantees by a Guarantor Subsidiary will be automatically and unconditionally released and discharged upon: (1) the sale or other disposition of its common stock whereby it is no longer a subsidiary of the Company; (2) the sale or other disposition of all or substantially all of its assets (other than to the Company or another Guarantor); (3) its merger or consolidation with an entity other than the Company or another Guarantor; or (4) its ceasing to guarantee any of the Company’s publicly traded debt securities and ceasing to guarantee any of the Company’s obligations under the homebuilding revolving credit facility.

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Balance Sheet

September 30, 2019



	D.R. Horton, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
	(In millions)
ASSETS
Cash and cash equivalents	$	877.1	$	115.8	$	501.4	$	—		$	1,494.3
Restricted cash	6.8		1.3		11.6		—			19.7
Investment in subsidiaries	7,349.8		—		—		(7,349.8		)	—
Inventories	4,166.1		5,890.7		1,260.5		(35.3		)	11,282.0
Investment in unconsolidated entities	—		—		6.5		—			6.5
Mortgage loans held for sale	—		—		1,072.0		—			1,072.0
Deferred income taxes, net	60.6		89.4		8.0		5.1			163.1
Property and equipment, net	123.8		76.6		267.8		(6.0		)	462.2
Other assets	398.7		459.7		174.4		(89.5		)	943.3
Goodwill	—		134.3		29.2		—			163.5
Intercompany receivables	—		825.9		—		(825.9		)	—
Total Assets	$	12,982.9	$	7,593.7	$	3,331.4	$	(8,301.4	)	$	15,606.6
LIABILITIES & EQUITY
Accounts payable and other liabilities	$	616.1	$	1,071.3	$	316.4	$	(91.7	)	$	1,912.1
Intercompany payables	352.7		—		473.2		(825.9		)	—
Notes payable	1,955.9		14.2		1,429.3		—			3,399.4
Total Liabilities	2,924.7		1,085.5		2,218.9		(917.6		)	5,311.5
Stockholders’ equity	10,058.2		6,508.2		841.6		(7,387.1		)	10,020.9
Noncontrolling interests	—		—		270.9		3.3			274.2
Total Equity	10,058.2		6,508.2		1,112.5		(7,383.8		)	10,295.1
Total Liabilities & Equity	$	12,982.9	$	7,593.7	$	3,331.4	$	(8,301.4	)	$	15,606.6

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Balance Sheet

September 30, 2018



	D.R. Horton, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
	(In millions)
ASSETS
Cash and cash equivalents	$	908.1	$	158.7	$	406.3	$	—		$	1,473.1
Restricted cash	6.6		2.0		24.3		—			32.9
Investment in subsidiaries	6,344.9		—		—		(6,344.9		)	—
Inventories	4,037.1		5,824.1		545.0		(11.2		)	10,395.0
Investment in unconsolidated entities	—		—		11.0		—			11.0
Mortgage loans held for sale	—		—		796.4		—			796.4
Deferred income taxes, net	69.2		105.0		17.3		2.5			194.0
Property and equipment, net	111.2		66.1		230.7		(6.9		)	401.1
Other assets	306.6		361.3		79.2		(45.2		)	701.9
Goodwill	—		80.0		29.2		—			109.2
Intercompany receivables	246.2		27.3		—		(273.5		)	—
Total Assets	$	12,029.9	$	6,624.5	$	2,139.4	$	(6,679.2	)	$	14,114.6
LIABILITIES & EQUITY
Accounts payable and other liabilities	$	590.8	$	1,000.4	$	210.1	$	(49.1	)	$	1,752.2
Intercompany payables	—		—		273.5		(273.5		)	—
Notes payable	2,443.9		2.1		757.5		—			3,203.5
Total Liabilities	3,034.7		1,002.5		1,241.1		(322.6		)	4,955.7
Stockholders’ equity	8,995.2		5,622.0		722.8		(6,355.6		)	8,984.4
Noncontrolling interests	—		—		175.5		(1.0		)	174.5
Total Equity	8,995.2		5,622.0		898.3		(6,356.6		)	9,158.9
Total Liabilities & Equity	$	12,029.9	$	6,624.5	$	2,139.4	$	(6,679.2	)	$	14,114.6

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Statement of Operations

Year Ended September 30, 2019



	D.R. Horton, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In millions)
Revenues	$	6,812.6		$	10,210.4		$	906.1		$	(336.2	)	$	17,592.9
Cost of sales	5,350.3			8,301.5			373.3			(304.2		)	13,720.9
Selling, general and administrative expense	731.3			744.9			356.3			—			1,832.5
Equity in earnings of unconsolidated entities	—			—			(0.5		)	—			(0.5		)
Gain on sale of assets	(2.0		)	—			(49.2		)	(2.7		)	(53.9		)
Other (income) expense	(5.0		)	(1.5		)	(24.9		)	—			(31.4		)
Income before income taxes	738.0			1,165.5			251.1			(29.3		)	2,125.3
Income tax expense	176.9			279.5			57.3			(7.0		)	506.7
Equity in net income of subsidiaries, net of tax	1,084.0			—			—			(1,084.0		)	—
Net income	1,645.1			886.0			193.8			(1,106.3		)	1,618.6
Net loss attributable to noncontrolling interests	—			—			(4.1		)	4.2			0.1
Net income attributable to D.R. Horton, Inc.	$	1,645.1		$	886.0		$	197.9		$	(1,110.5	)	$	1,618.5

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Statement of Operations

Year Ended September 30, 2018



	D.R. Horton, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In millions)
Revenues	$	5,835.0		$	9,795.7		$	488.0		$	(50.7	)	$	16,068.0
Cost of sales	4,612.5			7,752.5			74.9			(41.8		)	12,398.1
Selling, general and administrative expense	665.6			676.1			335.1			—			1,676.8
Equity in earnings of unconsolidated entities	—			—			(5.3		)	2.5			(2.8		)
Gain on sale of assets	(2.4		)	—			(16.4		)	—			(18.8		)
Other (income) expense	(6.0		)	(0.2		)	(39.1		)	—			(45.3		)
Income before income taxes	565.3			1,367.3			138.8			(11.4		)	2,060.0
Income tax expense	167.9			406.1			27.1			(3.4		)	597.7
Equity in net income of subsidiaries, net of tax	1,069.7			—			—			(1,069.7		)	—
Net income	1,467.1			961.2			111.7			(1,077.7		)	1,462.3
Net income attributable to noncontrolling interests	—			—			3.1			(1.1		)	2.0
Net income attributable to D.R. Horton, Inc.	$	1,467.1		$	961.2		$	108.6		$	(1,076.6	)	$	1,460.3

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Statement of Operations

Year Ended September 30, 2017



	D.R. Horton, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In millions)
Revenues	$	4,773.6		$	8,939.5		$	387.0		$	(9.1	)	$	14,091.0
Cost of sales	3,827.6			7,199.6			24.1			(8.5		)	11,042.8
Selling, general and administrative expense	584.3			631.0			256.3			—			1,471.6
Other (income) expense	(8.3		)	(1.4		)	(15.8		)	—			(25.5		)
Income before income taxes	370.0			1,110.3			122.4			(0.6		)	1,602.1
Income tax expense	129.4			388.6			45.9			(0.2		)	563.7
Equity in net income of subsidiaries, net of tax	798.2			—			—			(798.2		)	—
Net income	$	1,038.8		$	721.7		$	76.5		$	(798.6	)	$	1,038.4

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Statement of Cash Flows

Year Ended September 30, 2019



	D.R. Horton, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In millions)
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	581.8		$	1,092.2		$	(679.9	)	$	(102.0	)	$	892.1
INVESTING ACTIVITIES
Expenditures for property and equipment	(45.3		)	(26.1		)	(55.8		)	—			(127.2		)
Proceeds from sale of assets	10.4			—			133.4			—			143.8
Expenditures related to rental properties	(4.0		)	(2.4		)	(90.5		)	—			(96.9		)
Return of investment in unconsolidated entities	—			—			4.4			—			4.4
Net principal increase of other mortgage loans and real estate owned	—			—			(2.3		)	—			(2.3		)
Intercompany advances	(192.2		)	(1,106.2		)	—			1,298.4			—
Payments related to business acquisitions	(307.5		)	—			(8.3		)	—			(315.8		)
Net cash used in investing activities	(538.6		)	(1,134.7		)	(19.1		)	1,298.4			(394.0		)
FINANCING ACTIVITIES
Proceeds from notes payable	2,100.0			—			428.2			—			2,528.2
Repayment of notes payable	(2,600.0		)	(1.1		)	(85.0		)	—			(2,686.1		)
Advances on mortgage repurchase facility, net	—			—			251.2			—			251.2
Intercompany advances	1,106.2			—			192.2			(1,298.4		)	—
Proceeds from stock associated with certain employee benefit plans	42.7			—			—			—			42.7
Cash paid for shares withheld for taxes	(19.7		)	—			—			—			(19.7		)
Cash dividends paid	(223.4		)	—			(102.0		)	102.0			(223.4		)
Repurchases of common stock	(479.8		)	—			—			—			(479.8		)
Distributions to noncontrolling interests, net	—			—			(3.9		)	—			(3.9		)
Net proceeds from issuance of Forestar common stock	—			—			100.7			—			100.7
Net cash (used in) provided by financing activities	(74.0		)	(1.1		)	781.4			(1,196.4		)	(490.1		)
(Decrease) increase in cash, cash equivalents and restricted cash	(30.8		)	(43.6		)	82.4			—			8.0
Cash, cash equivalents and restricted cash at beginning of year	914.7			160.7			430.6			—			1,506.0
Cash, cash equivalents and restricted cash at end of year	$	883.9		$	117.1		$	513.0		$	—		$	1,514.0

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Statement of Cash Flows

Year Ended September 30, 2018



	D.R. Horton, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In millions)
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	195.0		$	903.8		$	(445.9	)	$	(107.7	)	$	545.2
INVESTING ACTIVITIES
Expenditures for property and equipment	(34.5		)	(30.3		)	(3.3		)	—			(68.1		)
Proceeds from sale of assets	—			—			292.9			—			292.9
Expenditures related to rental properties	—			—			(81.8		)	11.6			(70.2		)
Return of investment in unconsolidated entities	—			—			17.5			—			17.5
Net principal increase of other mortgage loans and real estate owned	—			—			(1.2		)	—			(1.2		)
Proceeds from debt securities collateralized by residential real estate	7.3			—			—			—			7.3
Intercompany advances	801.8			—			—			(801.8		)	—
Payments related to business acquisitions, net of cash acquired	(561.0		)	—			401.8			—			(159.2		)
Net cash provided by (used in) investing activities	213.6			(30.3		)	625.9			(790.2		)	19.0
FINANCING ACTIVITIES
Proceeds from notes payable	2,162.1			—			1.4			—			2,163.5
Repayment of notes payable	(2,165.9		)	(5.2		)	(10.6		)	—			(2,181.7		)
Advances on mortgage repurchase facility, net	—			—			217.7			—			217.7
Intercompany advances	—			(863.6		)	61.8			801.8			—
Proceeds from stock associated with certain employee benefit plans	47.4			—			—			—			47.4
Cash paid for shares withheld for taxes	(10.3		)	—			—			—			(10.3		)
Cash dividends paid	(188.4		)	—			(96.1		)	96.1			(188.4		)
Repurchases of common stock	(127.5		)	—			—			—			(127.5		)
Distributions to noncontrolling interests, net	—			—			(3.2		)	—			(3.2		)
Net cash (used in) provided by financing activities	(282.6		)	(868.8		)	171.0			897.9			(82.5		)
Increase in cash, cash equivalents and restricted cash	126.0			4.7			351.0			—			481.7
Cash, cash equivalents and restricted cash at beginning of year	788.7			156.0			79.6			—			1,024.3
Cash, cash equivalents and restricted cash at end of year	$	914.7		$	160.7		$	430.6		$	—		$	1,506.0

D.R. HORTON, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE P – SUPPLEMENTAL GUARANTOR INFORMATION - (Continued)

Consolidating Statement of Cash Flows

Year Ended September 30, 2017



	D.R. Horton, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
	(In millions)
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(283.2	)	$	721.0		$	115.0		$	(112.6	)	$	440.2
INVESTING ACTIVITIES
Expenditures for property and equipment	(54.2		)	(26.2		)	(22.3		)	—			(102.7		)
Expenditures related to rental properties	—			—			(63.7		)	9.1			(54.6		)
Net principal decrease of other mortgage loans and real estate owned	—			—			6.2			—			6.2
Purchases of debt securities collateralized by residential real estate	(8.8		)	—			—			—			(8.8		)
Intercompany advances	561.7			—			—			(561.7		)	—
Payments related to business acquisitions	(4.1		)	—			—			—			(4.1		)
Net cash provided by (used in) investing activities	494.6			(26.2		)	(79.8		)	(552.6		)	(164.0		)
FINANCING ACTIVITIES
Proceeds from notes payable	835.0			—			—			—			835.0
Repayment of notes payable	(1,187.2		)	(5.1		)	—			—			(1,192.3		)
Payments on mortgage repurchase facility, net	—			—			(53.0		)	—			(53.0		)
Intercompany advances	—			(689.8		)	128.1			561.7			—
Proceeds from stock associated with certain employee benefit plans	46.7			—			—			—			46.7
Excess income tax benefit from employee stock awards	14.3			—			—			—			14.3
Cash paid for shares withheld for taxes	(5.1		)	—			—			—			(5.1		)
Cash dividends paid	(149.6		)	—			(103.5		)	103.5			(149.6		)
Repurchases of common stock	(60.6		)	—			—			—			(60.6		)
Net cash used in financing activities	(506.5		)	(694.9		)	(28.4		)	665.2			(564.6		)
(Decrease) increase in cash, cash equivalents and restricted cash	(295.1		)	(0.1		)	6.8			—			(288.4		)
Cash, cash equivalents and restricted cash at beginning of year	1,083.8			156.1			72.8			—			1,312.7
Cash, cash equivalents and restricted cash at end of year	$	788.7		$	156.0		$	79.6		$	—		$	1,024.3

Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE