The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included in this quarterly report and with our
annual report on Form 10-K for the fiscal year ended September 30, 2022. Some of
the information contained in this discussion and analysis constitutes
forward-looking statements that involve risks and uncertainties. Actual results
could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to these differences include,
but are not limited to, those described in the "Forward-Looking Statements"
section following this discussion.


BUSINESS

D.R. Horton, Inc. is the largest homebuilding company in the United States as
measured by number of homes closed. We construct and sell homes through our
operating divisions in 110 markets across 33 states, primarily under the names
of D.R. Horton, America's Builder, Emerald Homes, Express Homes and Freedom
Homes. Our common stock is included in the S&P 500 Index and listed on the New
York Stock Exchange under the ticker symbol "DHI." Unless the context otherwise
requires, the terms "D.R. Horton," the "Company," "we" and "our" used herein
refer to D.R. Horton, Inc., a Delaware corporation, and its predecessors and
subsidiaries.

Our business operations consist of homebuilding, a majority-owned residential
lot development company, financial services, rental and other activities. Our
homebuilding operations are our core business and primarily include the
construction and sale of single-family homes with sales prices generally ranging
from $200,000 to more than $1,000,000, with an average closing price of $382,600
during the six months ended March 31, 2023. Approximately 90% of our home sales
revenue in the six months ended March 31, 2023 was generated from the sale of
single-family detached homes, with the remainder from the sale of attached
homes, such as townhomes, duplexes and triplexes.

Our position as the most geographically diverse and largest volume homebuilder
in the United States provides a strong platform for us to compete for new home
sales. Our product offerings include a broad range of homes for entry-level,
move-up, active adult and luxury buyers.

At March 31, 2023, we owned 63% of the outstanding shares of Forestar Group Inc.
(Forestar), a publicly traded residential lot development company listed on the
New York Stock Exchange under the ticker symbol "FOR." Forestar is a key part of
our homebuilding strategy to enhance operational and capital efficiency and
returns by expanding relationships with land developers and controlling a large
portion of our land and lot position through land purchase contracts. Forestar
has significantly expanded its business across many of our homebuilding
operating markets over the last five years.

Our financial services operations provide mortgage financing and title agency
services to homebuyers in many of our homebuilding markets. DHI Mortgage, our
wholly-owned subsidiary, provides mortgage financing services primarily to our
homebuyers and sells substantially all of the mortgages it originates and the
related servicing rights to third-party purchasers after origination. Our
wholly-owned subsidiary title companies serve as title insurance agents by
providing title insurance policies, examination, underwriting and closing
services, primarily related to our homebuilding transactions.

Our rental segment consists of multi-family and single-family rental operations.
The multi-family rental operations develop, construct, lease and sell
residential rental properties. The single-family rental operations primarily
construct and lease single-family homes within a community and then market each
community for a bulk sale of rental homes.

In addition to our homebuilding, Forestar, financial services and rental
operations, we engage in other business activities through our subsidiaries. We
conduct insurance-related operations, own water rights and other water-related
assets, own non-residential real estate including ranch land and improvements
and own and operate energy-related assets. The results of these operations are
immaterial for separate reporting and therefore are grouped together and
presented as other.

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OVERVIEW



During the six months ended March 31, 2023, our number of homes closed decreased
3%, while our home sales revenues were essentially flat compared to the prior
year period. Our consolidated revenues increased 1% to $15.2 billion in the six
months ended March 31, 2023 compared to $15.1 billion in the prior year period.
Our pre-tax income was $2.5 billion in the six months ended March 31, 2023
compared to $3.4 billion in the prior year period, and our pre-tax operating
margin was 16.5% compared to 22.5%. Net income was $1.9 billion in the six
months ended March 31, 2023 compared to $2.6 billion in the prior year period,
and our diluted earnings per share was $5.50 compared to $7.20.

In the trailing twelve months ended March 31, 2023, our return on equity (ROE)
was 27.2% compared to 34.0% in the prior year period, and our homebuilding
return on inventory (ROI) was 35.1% compared to 40.3%. ROE is calculated as net
income attributable to D.R. Horton for the trailing twelve months divided by
average stockholders' equity, where average stockholders' equity is the sum of
ending stockholders' equity balances of the trailing five quarters divided by
five. Homebuilding ROI is calculated as homebuilding pre-tax income for the
trailing twelve months divided by average inventory, where average inventory is
the sum of ending homebuilding inventory balances for the trailing five quarters
divided by five.

As the spring selling season began during the three months ended March 31, 2023,
our net sales orders increased 73% from the first quarter. Although inflationary
pressures and mortgage interest rates remain elevated, demand improved during
the quarter due to typical seasonal factors, coupled with our use of incentives
and pricing adjustments to adapt to market conditions and higher mortgage
interest rates. The disruptions in the supply chain for certain building
materials and tightness in the labor market that caused our construction cycle
to lengthen during the past two years have largely subsided, and our cycle times
on more recent home starts are improving. Although higher interest rates and
economic uncertainty may persist for some time, the supply of both new and
existing homes at affordable price points remains limited, and demographics
supporting housing demand remain favorable. We believe we are well-positioned to
meet changing market conditions with our affordable product offerings and lot
supply and will manage our home pricing, sales incentives and number of homes in
inventory based on the level of homebuyer demand.

Within our homebuilding land and lot portfolio, our lots controlled through
purchase contracts represent 75% of the lots owned and controlled at March 31,
2023 compared to 77% at both September 30, 2022 and March 31, 2022. We remain
focused on our relationships with Forestar and other land developers across the
country and expect to continue to control a substantial majority of our lot
pipeline through purchase contracts.

We believe our strong balance sheet and liquidity position provide us with the
flexibility to operate effectively through changing economic conditions. We plan
to continue to generate strong cash flows from our homebuilding operations and
manage our product offerings, incentives, home pricing, sales pace and inventory
levels to optimize the return on our inventory investments in each of our
communities based on local housing market conditions.

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STRATEGY



Our operating strategy focuses on enhancing long-term value to our shareholders
by leveraging our financial and competitive position to maximize the returns on
our inventory investments and generate strong profitability and cash flows,
while managing risk and maintaining financial flexibility to navigate changing
economic conditions. Our strategy remains consistent and includes the following
initiatives:

•Developing and retaining highly experienced and productive teams of personnel
throughout our company that are aligned and focused on continuous improvement in
our operational execution and financial performance.

•Maintaining a significant cash balance and strong overall liquidity position while controlling our level of debt.

•Allocating and actively managing our inventory investments across our operating markets to diversify our geographic risk.



•Offering new home communities that appeal to a broad range of entry-level,
move-up, active adult and luxury homebuyers based on consumer demand in each
market.

•Modifying product offerings, sales pace, home prices and incentives as necessary in each of our markets to meet consumer demand and maintain affordability.

•Delivering high quality homes and a positive experience to our customers both during and after the sale.



•Managing our inventory of homes under construction relative to demand in each
of our markets, including starting construction on unsold homes to capture new
home demand and actively controlling the number of unsold, completed homes in
inventory.

•Investing in lots, land and land development in desirable markets, while controlling the level of land and lots we own in each market relative to the local new home demand.



•Continuing to seek opportunities to control a significant portion of our land
and finished lot position through purchase contracts with Forestar and other
land developers.

•Controlling the cost of goods purchased from both vendors and subcontractors.

•Improving the efficiency of our land development, construction, sales and other key operational activities.

•Controlling our selling, general and administrative (SG&A) expense infrastructure to match production levels.

•Ensuring that our financial services business provides high quality mortgage and title services to homebuyers efficiently and effectively.

•Investing in the construction and leasing of single-family and multi-family rental properties to meet rental demand in high growth suburban markets and selling these properties profitably.

•Opportunistically evaluating potential acquisitions to enhance our operating platform.



We believe our operating strategy, which has produced positive results in recent
years, will allow us to successfully operate through changing economic
conditions and maintain our strong financial performance and competitive
position. However, we cannot provide any assurances that the initiatives listed
above will continue to be successful, and we may need to adjust parts of our
strategy to meet future market conditions.

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KEY RESULTS

Key financial results as of and for the three months ended March 31, 2023, as compared to the same period of 2022 unless otherwise indicated, were as follows:

Homebuilding:

•Homebuilding revenues were $7.5 billion in both periods.

•Homes closed decreased 1% to 19,664 homes, while the average closing price of those homes increased slightly to $378,800.

•Net sales orders decreased 5% to 23,142 homes, and the value of net sales orders decreased 11% to $8.6 billion.

•Sales order backlog decreased 43% to 19,237 homes, and the value of sales order backlog decreased 44% to $7.4 billion.

•Home sales gross margin was 21.6% compared to 28.9%.

•Homebuilding SG&A expense was 7.3% of homebuilding revenues compared to 6.8%.

•Homebuilding pre-tax income was $1.1 billion compared to $1.7 billion.

•Homebuilding pre-tax income was 14.3% of homebuilding revenues compared to 22.0%.

•Homebuilding cash and cash equivalents totaled $2.4 billion compared to $2.0 billion and $1.2 billion at September 30, 2022 and March 31, 2022, respectively.

•Homebuilding inventories totaled $17.6 billion compared to $17.3 billion and $16.6 billion at September 30, 2022 and March 31, 2022, respectively.

•Homes in inventory totaled 43,600 compared to 46,400 and 59,800 at September 30, 2022 and March 31, 2022, respectively.



•Owned lots totaled 136,300 compared to 131,100 and 131,200 at September 30,
2022 and March 31, 2022, respectively. Lots controlled through purchase
contracts totaled 410,700 compared to 442,100 and 442,800 at September 30, 2022
and March 31, 2022, respectively.

•Homebuilding debt was $2.7 billion compared to $2.9 billion and $3.3 billion at September 30, 2022 and March 31, 2022, respectively.



•Homebuilding debt to total capital was 11.5% compared to 13.2% and 16.4% at
September 30, 2022 and March 31, 2022, respectively. Net homebuilding debt to
total capital was 1.5% compared to 4.4% and 11.2% at September 30, 2022 and
March 31, 2022, respectively.

Forestar:

•Forestar's revenues decreased 28% to $301.5 million compared to $421.6 million. Revenues in the current and prior year quarters included $253.1 million and $389.7 million, respectively, of revenue from land and lot sales to our homebuilding segment.

•Forestar's lots sold decreased 49% to 2,979 compared to 5,788. Lots sold to D.R. Horton totaled 2,666 compared to 4,771.

•Forestar's pre-tax income was $35.9 million compared to $63.2 million.

•Forestar's pre-tax income was 11.9% of revenues compared to 15.0%.

•Forestar's cash and cash equivalents totaled $286.7 million compared to $264.8 million and $233.7 million at September 30, 2022 and March 31, 2022, respectively.


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•Forestar's inventories totaled $2.0 billion, consistent with $2.0 billion at
both September 30, 2022 and March 31, 2022.

•Forestar's owned and controlled lots totaled 76,400 compared to 90,100 and
96,500 at September 30, 2022 and March 31, 2022, respectively. Of these lots,
31,500 were under contract to sell to or subject to a right of first offer with
D.R. Horton compared to 36,700 at both September 30, 2022 and March 31, 2022.

•Forestar's debt was $706.8 million compared to $706.0 million and $705.3 million at September 30, 2022 and March 31, 2022, respectively.



•Forestar's debt to total capital was 36.2% compared to 37.1% and 38.9% at
September 30, 2022 and March 31, 2022, respectively. Forestar's net debt to
total capital was 25.2% compared to 26.9% and 29.9% at September 30, 2022 and
March 31, 2022, respectively.

Financial Services:

•Financial services revenues decreased 3% to $216.4 million compared to $222.1 million.

•Financial services pre-tax income decreased 8% to $85.6 million compared to $92.8 million.

•Financial services pre-tax income was 39.6% of financial services revenues compared to 41.8%.



Rental:

•Rental revenues were $224.1 million compared to $222.9 million.

•Rental pre-tax income was $34.6 million compared to $102.5 million.

•Rental inventory totaled $3.3 billion compared to $2.6 billion and $1.5 billion at September 30, 2022 and March 31, 2022, respectively.

•There were no multi-family rental units closed compared to 126.

•Single-family rental homes closed totaled 721 compared to 368.

Consolidated Results:

•Consolidated revenues were $8.0 billion in both periods.

•Consolidated pre-tax income decreased 34% to $1.2 billion compared to $1.9 billion.

•Consolidated pre-tax income was 15.6% of consolidated revenues compared to 23.5%.

•Income tax expense was $295.7 million compared to $441.0 million, and our effective tax rate was 23.7% compared to 23.4%.

•Net income attributable to D.R. Horton decreased 34% to $942.2 million compared to $1.4 billion.

•Diluted net income per common share attributable to D.R. Horton decreased 32% to $2.73 compared to $4.03.

•Stockholders' equity was $20.7 billion compared to $19.4 billion and $16.8 billion at September 30, 2022 and March 31, 2022, respectively.

•Book value per common share increased to $60.73 compared to $56.39 and $47.66 at September 30, 2022 and March 31, 2022, respectively.

•Debt to total capital was 22.4% compared to 23.8% and 24.9% at September 30, 2022 and March 31, 2022, respectively. Net debt to total capital was 12.3% compared to 15.4% and 18.9% at September 30, 2022 and March 31, 2022, respectively.





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Key financial results for the six months ended March 31, 2023, as compared to
the same period of 2022, were as follows:

Homebuilding:

•Homebuilding revenues were $14.2 billion in both periods.

•Homes closed decreased 3% to 37,004 homes, while the average closing price of those homes increased 3% to $382,600.

•Net sales orders decreased 20% to 36,524 homes, and the value of net sales orders decreased 25% to $13.6 billion.

•Home sales gross margin was 22.7% compared to 28.2%.

•Homebuilding SG&A expense was 7.5% of homebuilding revenues compared to 7.1%.

•Homebuilding pre-tax income was $2.2 billion compared to $3.0 billion.

•Homebuilding pre-tax income was 15.2% of homebuilding revenues compared to 21.0%.

•Net cash provided by homebuilding operations was $1.5 billion compared to net cash used of $416.2 million.



Forestar:

•Forestar's revenues decreased 38% to $518.2 million compared to $829.2 million. Revenues in the current and prior year periods included $442.9 million and $719.8 million, respectively, of revenue from land and lot sales to our homebuilding segment.

•Forestar's lots sold decreased 49% to 5,242 compared to 10,304. Lots sold to D.R. Horton totaled 4,760 compared to 8,785.

•Forestar's pre-tax income was $63.8 million compared to $116.7 million.

•Forestar's pre-tax income was 12.3% of revenues compared to 14.1%.

Financial Services:

•Financial services revenues decreased 13% to $353.4 million compared to $406.4 million.

•Financial services pre-tax income decreased 35% to $103.8 million compared to $159.9 million.

•Financial services pre-tax income was 29.4% of financial services revenues compared to 39.3%.



Rental:

•Rental revenues were $551.6 million compared to $379.4 million.

•Rental pre-tax income was $144.9 million compared to $172.5 million.

•Multi-family rental units closed totaled 300 compared to 477.

•Single-family rental homes closed totaled 1,415 compared to 594.

Consolidated Results:

•Consolidated revenues increased 1% to $15.2 billion compared to $15.1 billion.

•Consolidated pre-tax income decreased 26% to $2.5 billion compared to $3.4 billion.

•Consolidated pre-tax income was 16.5% of consolidated revenues compared to 22.5%.

•Income tax expense was $594.6 million compared to $792.5 million, and our effective tax rate was 23.7% compared to 23.4%.

•Net income attributable to D.R. Horton decreased 26% to $1.9 billion compared to $2.6 billion.

•Diluted net income per common share attributable to D.R. Horton decreased 24% to $5.50 compared to $7.20.

•Net cash provided by operations was $1.5 billion compared to net cash used of $834.6 million.


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RESULTS OF OPERATIONS - HOMEBUILDING



We conduct our homebuilding operations in the geographic regions, states and
markets listed below. Our homebuilding operating divisions are aggregated into
six reporting segments, also referred to as reporting regions, which comprise
the markets below. Our financial statements and the notes thereto contain
additional information regarding segment performance.


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State                    Reporting Region/Market                                State                       Reporting Region/Market

                         Northwest Region                                                                   Southeast Region (Continued)
Colorado                 Colorado Springs                                       Florida                     Ocala
                         Denver                                                                             Orlando
                         Fort Collins                                                                       Pensacola/Panama City
Oregon                   Bend                                                                               Port St. Lucie
                         Eugene/Springfield                                                                 Tallahassee
                         Portland/Salem                                                                     Tampa/Sarasota
Utah                     Salt Lake City                                                                     Volusia County
                         St. George                                                                         West Palm Beach
Washington               Central Washington                                     Louisiana                   Baton Rouge
                         Seattle/Tacoma/Everett/Olympia                                                     Lake Charles/Lafayette
                         Spokane                                                Mississippi                 Gulf Coast
                         Vancouver
                                                                                                            East Region
                         Southwest Region                                       Georgia                     Atlanta
Arizona                  Phoenix                                                                            Augusta
                         Tucson                                                                             Central Georgia
California               Bakersfield                                                                        Savannah
                         Bay Area                                                                           Valdosta
                         Fresno/Tulare                                          North Carolina              Asheville
                         Los Angeles County                                                                 Charlotte
                         Modesto/Merced/Stockton                                                            Greensboro/Winston-Salem
                         Redding/Chico/Yuba City                                                            New Bern/Greenville
                         Riverside County                                                                   Raleigh/Durham
                         Sacramento                                                                         Wilmington
                         San Bernardino County                                  South Carolina              Charleston
Hawaii                   Oahu                                                                               Columbia
Nevada                   Las Vegas                                                                          Greenville/Spartanburg
                         Reno                                                                               Hilton Head
New Mexico               Albuquerque                                                                        Myrtle Beach
                                                                                Tennessee                   Chattanooga
                         South Central Region                                                               Knoxville
Arkansas                 Northwest Arkansas                                                                 Memphis
Oklahoma                 Oklahoma City                                                                      Nashville
                         Tulsa                                                                              Northeast Tennessee
Texas                    Abilene
                         Austin                                                                             North Region
                         Beaumont                                               Delaware                    Central Delaware
                         Bryan/College Station                                                              Northern Delaware
                         Corpus Christi                                         Illinois                    Chicago
                         Dallas                                                 Indiana                     Fort Wayne
                         Fort Worth                                                                         Indianapolis
                         Houston                                                                            Northwest Indiana
                         Killeen/Temple/Waco                                    Iowa                        Des Moines
                         Lubbock                                                                            Iowa City/Cedar Rapids
                         Midland/Odessa                                         Kentucky                    Louisville
                         New Braunfels/San Marcos                               Maryland                    Baltimore
                         San Antonio                                                                        Suburban Washington, D.C.
                                                                                                            Western Maryland
                         Southeast Region                                       Minnesota                   Minneapolis/St. Paul
Alabama                  Birmingham                                             Nebraska                    Omaha
                         Huntsville                                             New Jersey                  Northern New Jersey
                         Mobile/Baldwin County                                                              Southern New Jersey
                         Montgomery                                             Ohio                        Cincinnati
                         Tuscaloosa                                                                         Columbus
Florida                  Fort Myers/Naples                                      Pennsylvania                Central Pennsylvania
                         Gainesville                                                                        Philadelphia
                         Jacksonville                                           Virginia                    Northern Virginia
                         Lakeland                                                                           Richmond
                         Melbourne/Vero Beach                                                               Virginia Beach/Williamsburg
                         Miami/Fort Lauderdale                                  West Virginia               Eastern West Virginia



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The following tables and related discussion set forth key operating and financial data for our homebuilding operations by reporting segment as of and for the three and six months ended March 31, 2023 and 2022.




                                                                                                         Net Sales Orders (1)
                                                                                                     Three Months Ended March 31,
                                                 Net Homes Sold                                         Value (In millions)                                       Average Selling Price
                                                                          %                                                          %                                                          %
                                   2023               2022              Change              2023                2022               Change               2023                2022              Change
Northwest                              1,379             1,342               3  %       $    724.1          $    768.1                 (6) %       $   525,100          $ 572,400                 (8) %
Southwest                              1,995             2,595             (23) %            953.7             1,403.2                (32) %           478,000            540,700                (12) %
South Central                          6,021             7,328             (18) %          1,941.5             2,511.9                (23) %           322,500            342,800                 (6) %
Southeast                              6,679             6,849              (2) %          2,397.5             2,640.9                 (9) %           359,000            385,600                 (7) %
East                                   4,482             3,765              19  %          1,570.8             1,413.1                 11  %           350,500            375,300                 (7) %
North                                  2,586             2,461               5  %          1,042.3             1,012.2                  3  %           403,100            411,300                 (2) %
                                      23,142            24,340              (5) %       $  8,629.9          $  9,749.4                (11) %       $   372,900          $ 400,600                 (7) %

                                                                                                      Six Months Ended March 31,
                                                 Net Homes Sold                                         Value (In millions)                                       Average Selling Price
                                                                          %                                                          %                                                          %
                                   2023               2022              Change              2023                2022               Change               2023                2022              Change
Northwest                              2,283             2,570             (11) %       $  1,183.9          $  1,425.3                (17) %       $   518,600          $ 554,600                 (6) %
Southwest                              3,249             4,896             (34) %          1,534.2             2,587.0                (41) %           472,200            528,400                (11) %
South Central                          9,827            13,190             (25) %          3,115.6             4,458.0                (30) %           317,000            338,000                 (6) %
Southeast                             10,596            13,243             (20) %          3,789.9             4,925.7                (23) %           357,700            371,900                 (4) %
East                                   6,795             7,745             (12) %          2,416.4             2,868.0                (16) %           355,600            370,300                 (4) %
North                                  3,774             4,218             (11) %          1,513.2             1,741.8                (13) %           401,000            412,900                 (3) %
                                      36,524            45,862             (20) %       $ 13,553.2          $ 18,005.8                (25) %       $   371,100          $ 392,600                 (5) %


                                                                                            Sales Order Cancellations
                                                                                          Three Months Ended March 31,
                                          Cancelled Sales Orders                           Value (In millions)                                Cancellation Rate (2)
                                       2023                       2022                   2023                2022                            2023                       2022
Northwest                                     244                      139           $    132.1          $    73.3                                      15  %               9  %
Southwest                                     452                      446                229.7              206.4                                      18  %              15  %
South Central                               1,471                    1,450                500.0              476.3                                      20  %              17  %
Southeast                                   1,532                    1,397                558.3              481.6                                      19  %              17  %
East                                          860                      718                316.2              249.9                                      16  %              16  %
North                                         474                      358                189.1              141.2                                      15  %              13  %
                                            5,033                    4,508           $  1,925.4          $ 1,628.7                                      18  %              16  %

                                                                                           Six Months Ended March 31,
                                          Cancelled Sales Orders                           Value (In millions)                                Cancellation Rate (2)
                                       2023                       2022                   2023                2022                            2023                       2022
Northwest                                     482                      287           $    265.5          $   150.5                                      17  %              10  %
Southwest                                     953                      889                478.9              411.7                                      23  %              15  %
South Central                               3,178                    2,789              1,102.6              910.0                                      24  %              17  %
Southeast                                   2,967                    2,480              1,104.8              842.6                                      22  %              16  %
East                                        1,508                    1,379                565.1              475.2                                      18  %              15  %
North                                         833                      604                341.0              238.8                                      18  %              13  %
                                            9,921                    8,428           $  3,857.9          $ 3,028.8                                      21  %              16  %


 ________________________

(1)Net sales orders represent the number and dollar value of new sales contracts executed with customers (gross sales orders), net of cancelled sales orders.

(2)Cancellation rate represents the number of cancelled sales orders divided by gross sales orders.





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Net Sales Orders

The number of net sales orders decreased 5% and 20% in the three and six months
ended March 31, 2023, respectively, compared to the prior year periods. The
value of net sales orders decreased 11% to $8.6 billion (23,142 homes) and 25%
to $13.6 billion (36,524 homes) for the three and six months ended March 31,
2023, respectively, compared to $9.7 billion (24,340 homes) and $18.0 billion
(45,862 homes) in the prior year periods. The average selling price of net sales
orders during the three and six months ended March 31, 2023 was $372,900 and
$371,100, respectively, down 7% and 5% from the prior year periods.

As the spring selling season began during the three months ended March 31, 2023,
our net sales orders increased 73% from the first quarter. Although inflationary
pressures and mortgage interest rates remain elevated, demand improved during
the quarter due to typical seasonal factors, coupled with an increased use of
incentives and pricing adjustments to adapt to changing market conditions.
Although higher interest rates and economic uncertainty may persist for some
time, the supply of both new and existing homes at affordable price points
remains limited, and demographics supporting housing demand remain favorable. We
believe we are well-positioned to meet changing market conditions with our
affordable product offerings and lot supply.

The number of net sales orders decreased 5% in the three months ended March 31,
2023 compared to the prior year period. The markets contributing most to the
decreases in sales order volume were the Phoenix and Southern California markets
in the Southwest and the Dallas, San Antonio and Austin markets in the South
Central. The markets contributing most to the increase in sales order volume in
the East were the Carolina markets.

The number of net sales orders decreased 20% in the six months ended March 31,
2023 compared to the prior year period. The markets contributing most to the
decreases in sales order volume were: the Denver and Portland markets in the
Northwest; the Phoenix and Southern California markets in the Southwest; the
Dallas, Austin, Houston and San Antonio markets in the South Central; the
Florida markets in the Southeast; the Atlanta market in the East; and the
Indianapolis market in the North.

Our sales order cancellation rate (cancelled sales orders divided by gross sales
orders for the period) was 18% and 21% in the three and six months ended
March 31, 2023, respectively, compared to 16% in both of the prior year periods.

                                                                                                        Sales Order Backlog
                                                                                                          As of March 31,
                                               Homes in Backlog                                        Value (In millions)                                      Average Selling Price
                                                                         %                                                         %                                                          %
                                  2023               2022              Change              2023               2022               Change               2023                2022              Change
Northwest                               745             1,353             (45) %       $   400.1          $    737.6                (46) %       $   537,000          $ 545,200                 (2) %
Southwest                             1,429             4,069             (65) %           731.0             2,036.4                (64) %           511,500            500,500                  2  %
South Central                         5,206            10,876             (52) %         1,757.7             3,754.6                (53) %           337,600            345,200                 (2) %
Southeast                             6,541             9,734             (33) %         2,478.3             3,703.9                (33) %           378,900            380,500                  -  %
East                                  3,514             5,365             (35) %         1,281.5             2,045.9                (37) %           364,700            381,300                 (4) %
North                                 1,802             2,462             (27) %           751.4             1,034.9                (27) %           417,000            420,300                 (1) %
                                     19,237            33,859             (43) %       $ 7,400.0          $ 13,313.3                (44) %       $   384,700          $ 393,200                 (2) %



Sales Order Backlog

Sales order backlog represents homes under contract but not yet closed at the
end of the period. Many of the contracts in our sales order backlog are subject
to contingencies, including mortgage loan approval and buyers selling their
existing homes, which can result in cancellations. A portion of the contracts in
backlog will not result in closings due to cancellations.

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                                                                                                    Homes Closed and Home Sales Revenue
                                                                                                       Three Months Ended March 31,
                                                    Homes Closed                                             Value (In millions)                                       Average Selling Price
                                                                               %                                                          %                                                          %
                                      2023                 2022              Change              2023                2022               Change               2023                2022              Change
Northwest                                   1,280             1,146              12  %       $    690.7          $    636.5                  9  %       $   539,600          $ 555,400                 (3) %
Southwest                                   1,873             2,321             (19) %            905.5             1,135.0                (20) %           483,400            489,000                 (1) %
South Central                               5,579             5,610              (1) %          1,804.1             1,836.4                 (2) %           323,400            327,300                 (1) %
Southeast                                   5,751             5,504               4  %          2,104.6             1,946.3                  8  %           366,000            353,600                  4  %
East                                        3,352             3,469              (3) %          1,206.3             1,216.8                 (1) %           359,900            350,800                  3  %
North                                       1,829             1,778               3  %            738.5               728.2                  1  %           403,800            409,600                 (1) %
                                           19,664            19,828              (1) %       $  7,449.7          $  7,499.2                 (1) %       $   378,800          $ 378,200                  -  %

                                                                                                        Six Months Ended March 31,
                                                    Homes Closed                                             Value (In millions)                                       Average Selling Price
                                                                               %                                                          %                                                          %
                                      2023                 2022              Change              2023                2022               Change               2023                2022              Change
Northwest                                   2,262             2,171               4  %       $  1,210.8          $  1,185.4                  2  %       $   535,300          $ 546,000                 (2) %
Southwest                                   3,580             4,265             (16) %          1,708.2             2,046.5                (17) %           477,200            479,800                 (1) %
South Central                              10,416            11,047              (6) %          3,440.2             3,528.8                 (3) %           330,300            319,400                  3  %
Southeast                                  11,038            10,828               2  %          4,099.1             3,756.5                  9  %           371,400            346,900                  7  %
East                                        6,367             6,597              (3) %          2,349.7             2,291.5                  3  %           369,000            347,400                  6  %
North                                       3,341             3,316               1  %          1,350.9             1,346.9                  -  %           404,300            406,200                  -  %
                                           37,004            38,224              (3) %       $ 14,158.9          $ 14,155.6                  -  %       $   382,600          $ 370,300                  3  %



Home Sales Revenue

Revenues from home sales were $7.4 billion (19,664 homes closed) for the three
months ended March 31, 2023 and $7.5 billion (19,828 homes closed) in the prior
year period. Revenues from home sales were $14.2 billion for the six months
ended March 31, 2023 and 2022 (37,004 homes closed and 38,224 homes closed,
respectively).

The number of homes closed was relatively flat between the periods, decreasing
1% and 3% in the three and six months ended March 31, 2023, respectively,
compared to the prior year periods. The largest decrease in closings volume was
in our Southwest region and was primarily due to our California markets. The
largest increase in closings volume was in our Northwest region and was
primarily due to our Salt Lake City and Seattle markets.

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                                                   Homebuilding Operating Margin Analysis
                                                                           

Percentages of Related Revenues


                                                                   Three Months Ended                            Six Months Ended
                                                                        March 31,                                    March 31,
                                                               2023                   2022                  2023                  2022
Gross profit - home sales                                          21.6  %               28.9  %               22.7  %               28.2  %
Gross profit - land/lot sales and other                            32.7  %               56.6  %               66.5  %               33.1  %
Inventory and land option charges                                  (0.2) %               (0.1) %               (0.3) %               (0.1) %
Gross profit - total homebuilding                                  21.4  %               28.8  %               22.6  %               28.1  %
Selling, general and administrative expense                         7.3  %                6.8  %                7.5  %                7.1  %
Other (income) expense                                             (0.2) %                  -  %               (0.2) %               (0.1) %
Homebuilding pre-tax income                                        14.3  %               22.0  %               15.2  %               21.0  %



Home Sales Gross Profit

Gross profit from home sales decreased to $1.6 billion in the three months ended
March 31, 2023 from $2.2 billion in the prior year period and decreased 730
basis points to 21.6% as a percentage of home sales revenues. The percentage
decrease resulted from a decrease of 740 basis points due to the average cost of
our homes closed increasing by more than the average selling price of those
homes, partially offset by decreased warranty and construction defect costs of
10 basis points.

Gross profit from home sales decreased to $3.2 billion in the six months ended
March 31, 2023 from $4.0 billion in the prior year period and decreased 550
basis points to 22.7% as a percentage of home sales revenues. The percentage
decrease resulted from a decrease of 560 basis points due to the average cost of
our homes closed increasing by more than the average selling price of those
homes, partially offset by 10 basis points due to a decrease in the amortization
of capitalized interest.

We remain focused on managing the pricing, incentives and sales pace in each of
our communities to optimize the returns on our inventory investments and adjust
to local market conditions and new home demand. To adjust to changing market
conditions and higher mortgage interest rates, we have increased our use of
incentives, and we have reduced home prices and sizes of our home offerings
where necessary to provide better affordability to homebuyers. We expect to
continue offering a higher level of incentives throughout fiscal 2023.

Land/Lot Sales and Other Revenues



Land/lot sales and other revenues from our homebuilding operations were $19.9
million and $54.7 million in the three and six months ended March 31, 2023,
respectively, and $7.6 million and $30.5 million in the comparable periods of
fiscal 2022.

We continually evaluate our land and lot supply, and fluctuations in revenues
and profitability from land sales occur based on how we manage our inventory
levels in various markets. We generally purchase land and lots with the intent
to build and sell homes on them. However, some of the land that we purchase
includes commercially zoned parcels that we may sell to commercial
developers. We may also sell residential lots or land parcels to manage our
supply or for other strategic reasons. As of March 31, 2023, our homebuilding
operations had $20.4 million of land held for sale that we expect to sell in the
next twelve months.

Inventory and Land Option Charges



At the end of each quarter, we review the performance and outlook for all of our
communities and land inventories for indicators of potential impairment and
perform detailed impairment evaluations and analyses when necessary. As a result
of this review, there were $0.9 million and $5.7 million of impairments recorded
in our homebuilding segment during the three and six months ended March 31,
2023, respectively. There were no impairment charges recorded in our
homebuilding segment in the prior year periods.


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As we manage our inventory investments across our operating markets to optimize
returns and cash flows, we may modify our pricing and incentives, construction
and development plans or land sale strategies in individual active communities
and land held for development, which could result in the affected communities
being evaluated for potential impairment. If the housing market or economic
conditions are adversely affected for a prolonged period, we may be required to
evaluate additional communities for potential impairment. These evaluations
could result in impairment charges, which could be significant.

During the three and six months ended March 31, 2023, earnest money and pre-acquisition cost write-offs related to our homebuilding segment's land purchase contracts that we have terminated or expect to terminate were $13.3 million and $32.7 million, respectively, compared to $9.8 million and $13.7 million in the same periods of fiscal 2022.

Selling, General and Administrative (SG&A) Expense



SG&A expense from homebuilding activities increased 8% to $545.6 million and 7%
to $1.1 billion in the three and six months ended March 31, 2023, respectively,
from $507.3 million and $1.0 billion in the prior year periods. SG&A expense as
a percentage of homebuilding revenues was 7.3% and 7.5% in the three and six
months ended March 31, 2023, respectively, compared to 6.8% and 7.1% in the
prior year periods.

Employee compensation and related costs were $452.9 million and $878.2 million
in the three and six months ended March 31, 2023, respectively, compared to
$420.4 million and $830.1 million in the same periods of fiscal 2022. Employee
compensation and related costs represented 83% and 82% of SG&A costs in the
three and six months ended March 31, 2023, respectively, compared to 83% in both
of the prior year periods. These costs increased 8% and 6% in the three and six
months ended March 31, 2023, respectively, from the prior year periods. Our
homebuilding operations employed 9,369 and 9,160 people at March 31, 2023 and
2022, respectively.

We attempt to control our homebuilding SG&A costs while ensuring that our infrastructure adequately supports our operations; however, we cannot make assurances that we will be able to maintain or improve upon the current SG&A expense as a percentage of revenues.

Interest Incurred



We capitalize 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. Interest incurred by
our homebuilding operations was $19.0 million and $39.9 million in the three and
six months ended March 31, 2023, respectively, compared to $25.6 million and
$50.4 million in the prior year periods. Interest charged to cost of sales was
0.4% of homebuilding cost of sales (excluding inventory and land option charges)
in both the three and six months ended March 31, 2023 compared to 0.5% in both
of the prior year periods.

Other Income

Other income, net of other expenses, included in our homebuilding operations
increased to $14.5 million and $27.7 million in the three and six months ended
March 31, 2023, respectively, from $1.6 million and $7.9 million in the prior
year periods, primarily due to an increase in interest income. Other income
consists of interest income and various other types of ancillary income, gains,
expenses and losses not directly associated with sales of homes, land and lots.
The activities that result in this ancillary income are not significant, either
individually or in the aggregate.

Business Acquisition



In December 2022, we acquired the homebuilding operations of Riggins Custom
Homes in Northwest Arkansas for approximately $107 million in cash. The assets
acquired included approximately 170 homes in inventory, 3,000 lots and a sales
order backlog of 100 homes.

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Homebuilding Results by Reporting Region

                                                       Three Months Ended March 31,
                                         2023                                                2022
                                       Homebuilding                                        Homebuilding
                    Homebuilding          Pre-tax           % of        Homebuilding          Pre-tax           % of
                      Revenues          Income (1)        Revenues        Revenues          Income (1)        Revenues
                                                              (In millions)
Northwest          $       691.1      $        96.4         13.9  %    $       637.0      $       148.2         23.3  %
Southwest                  920.9               81.7          8.9  %          1,135.1              226.6         20.0  %
South Central            1,805.8              267.9         14.8  %          1,838.4              416.0         22.6  %
Southeast                2,106.1              381.7         18.1  %          1,946.5              482.2         24.8  %
East                     1,206.9              183.5         15.2  %          1,219.5              265.9         21.8  %
North                      738.8               56.7          7.7  %            730.3              113.9         15.6  %
                   $     7,469.6      $     1,067.9         14.3  %    $     7,506.8      $     1,652.8         22.0  %

                                                        Six Months Ended March 31,
                                         2023                                                2022
                                       Homebuilding                                        Homebuilding
                    Homebuilding          Pre-tax           % of        Homebuilding          Pre-tax           % of
                      Revenues          Income (1)        Revenues        Revenues          Income (1)        Revenues
                                                              (In millions)
Northwest          $     1,211.5      $       155.0         12.8  %    $     1,205.9      $       260.0         21.6  %
Southwest                1,723.9              165.7          9.6  %          2,046.7              385.9         18.9  %
South Central            3,447.9              549.5         15.9  %          3,532.7              770.3         21.8  %
Southeast                4,102.4              793.0         19.3  %          3,757.5              897.7         23.9  %
East                     2,350.8              373.0         15.9  %          2,294.3              468.2         20.4  %
North                    1,377.1              126.1          9.2  %          1,349.0              203.8         15.1  %
                   $    14,213.6      $     2,162.3         15.2  %    $    14,186.1      $     2,985.9         21.0  %


 ____________________

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

Northwest Region - Homebuilding revenues increased 8% in the three months and
were essentially flat in the six months ended March 31, 2023 compared to the
prior year periods. The increase for the three month period was primarily due to
increases in the number of homes closed in our Seattle and Salt Lake City
markets. The region generated pre-tax income of $96.4 million and $155.0 million
in the three and six months ended March 31, 2023, respectively, compared to
$148.2 million and $260.0 million in the prior year periods. Gross profit from
home sales as a percentage of home sales revenue (home sales gross profit
percentage) decreased by 910 and 860 basis points in the three and six months
ended March 31, 2023, respectively, compared to the prior year periods,
primarily due to an increase in the average cost of homes closed as well as a
slight decrease in the average selling price. As a percentage of homebuilding
revenues, SG&A expenses were essentially flat in the three months and increased
40 basis points in the six months ended March 31, 2023 compared to the prior
year periods, primarily due to a slight increase in SG&A expenses.

Southwest Region - Homebuilding revenues decreased 19% and 16% in the three and
six months ended March 31, 2023, respectively, compared to the prior year
periods, due to decreases in the number of homes closed, particularly in our
California markets. The region generated pre-tax income of $81.7 million and
$165.7 million in the three and six months ended March 31, 2023, respectively,
compared to $226.6 million and $385.9 million in the prior year periods. Home
sales gross profit percentage decreased by 960 and 770 basis points in the three
and six months ended March 31, 2023, respectively, compared to the prior year
periods, primarily due to the average cost of homes closed increasing while the
average selling price decreased slightly. As a percentage of homebuilding
revenues, SG&A expenses increased by 160 and 140 basis points in the three and
six months ended March 31, 2023, respectively, compared to the prior year
periods, primarily due to the decrease in homebuilding revenues.

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South Central Region - Homebuilding revenues decreased 2% in both the three and
six months ended March 31, 2023 compared to the prior year periods, due to
decreases in the number of homes closed, particularly in our Houston market. The
region generated pre-tax income of $267.9 million and $549.5 million in the
three and six months ended March 31, 2023, respectively, compared to $416.0
million and $770.3 million in the prior year periods. Home sales gross profit
percentage decreased by 790 and 560 basis points in the three and six months
ended March 31, 2023, respectively, compared to the prior year periods,
primarily due to the average cost of homes closed increasing by more than the
average selling price. As a percentage of homebuilding revenues, SG&A expenses
were essentially flat in the three months and increased 30 basis points in the
six months ended March 31, 2023 compared to the prior year periods, primarily
due to increases in SG&A expenses.

Southeast Region - Homebuilding revenues increased 8% and 9% in the three and
six months ended March 31, 2023, respectively, compared to the prior year
periods, due to the increases in the average selling price of homes closed in
most markets. The region generated pre-tax income of $381.7 million and $793.0
million in the three and six months ended March 31, 2023, respectively, compared
to $482.2 million and $897.7 million in the prior year periods. Home sales gross
profit percentage decreased by 630 and 440 basis points in the three and six
months ended March 31, 2023, respectively, compared to the prior year periods,
primarily due to the average cost of homes closed increasing by more than the
average selling price. As a percentage of homebuilding revenues, SG&A expenses
increased by 60 and 20 basis points in the three and six months ended March 31,
2023, respectively, compared to the prior year periods, primarily due to
increases in SG&A expenses.

East Region - Homebuilding revenues decreased 1% and increased 2% in the three
and six months ended March 31, 2023, respectively, compared to the prior year
periods. The region generated pre-tax income of $183.5 million and $373.0
million in the three and six months ended March 31, 2023, respectively, compared
to $265.9 million and $468.2 million in the prior year periods. Home sales gross
profit percentage decreased by 620 and 420 basis points in the three and six
months ended March 31, 2023, respectively, compared to the prior year periods,
primarily due to the average cost of homes closed increasing by more than the
average selling price. As a percentage of homebuilding revenues, SG&A expenses
increased by 50 and 40 basis points in the three and six months ended March 31,
2023, respectively, compared to the prior year periods, primarily due to
increases in SG&A expenses.

North Region - Homebuilding revenues increased 1% and 2% in the three and six
months ended March 31, 2023, respectively, compared to the prior year periods.
The region generated pre-tax income of $56.7 million and $126.1 million in the
three and six months ended March 31, 2023, respectively, compared to $113.9
million and $203.8 million in the prior year periods. Home sales gross profit
percentage decreased by 690 and 610 basis points in the three and six months
ended March 31, 2023, respectively, compared to the prior year periods,
primarily due to the average cost of homes closed increasing while the average
selling price decreased slightly. As a percentage of homebuilding revenues, SG&A
expenses increased by 110 and 90 basis points in the three and six months ended
March 31, 2023, respectively, compared to the prior year periods, primarily due
to increases in SG&A expenses.

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HOMEBUILDING INVENTORIES, LAND AND LOT POSITION AND HOMES IN INVENTORY

We routinely enter into contracts to purchase land or developed residential lots
at predetermined prices on a defined schedule commensurate with planned
development or anticipated new home demand. At the time of purchase, the
undeveloped land is generally vested with the rights to begin development or
construction work, and we plan and coordinate the development of our land into
residential lots for use in our homebuilding business. We manage our inventory
of owned land and lots and homes under construction relative to demand in each
of our markets, including starting construction on unsold homes to capture new
home demand and actively controlling the number of unsold, completed homes in
inventory.

Our homebuilding segment's inventories at March 31, 2023 and September 30, 2022
are summarized as follows:

                                                                                     March 31, 2023
                                                               Residential
                                                                Land/Lots
                                     Construction in          Developed and
                                       Progress and               Under                  Land Held              Land Held
                                      Finished Homes           Development            for Development           for Sale            Total Inventory
                                                                                      (In millions)
Northwest                           $         769.4          $     1,005.4          $              -          $      2.2          $        1,777.0
Southwest                                   1,342.6                1,661.4                       6.9                 9.1                   3,020.0
South Central                               2,088.9                1,711.1                       0.3                 1.1                   3,801.4
Southeast                                   2,533.5                1,427.6                      13.2                 4.8                   3,979.1
East                                        1,431.9                1,321.7                         -                 0.5                   2,754.1
North                                       1,142.8                  862.0                         -                 2.4                   2,007.2
Corporate and unallocated (1)                 127.9                  103.8                       0.3                 0.3                     232.3
                                    $       9,437.0          $     8,093.0          $           20.7          $     20.4          $       17,571.1



                                                                                  September 30, 2022
                                                              Residential
                                                               Land/Lots
                                    Construction in          Developed and
                                      Progress and               Under                  Land Held              Land Held
                                     Finished Homes           Development            for Development           for Sale            Total Inventory
                                                                                     (In millions)
Northwest                          $         854.9          $       945.1          $              -          $      2.2          $        1,802.2
Southwest                                  1,328.7                1,447.2                       7.2                18.6                   2,801.7
South Central                              2,304.9                1,625.4                       0.3                 1.1                   3,931.7
Southeast                                  2,692.7                1,385.2                      13.2                   -                   4,091.1
East                                       1,389.3                1,153.4                         -                   -                   2,542.7
North                                      1,251.9                  676.7                         -                 7.1                   1,935.7
Corporate and unallocated (1)                129.1                   89.5                       0.3                 0.4                     219.3
                                   $       9,951.5          $     7,322.5          $           21.0          $     29.4          $       17,324.4


__________

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


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Table of Contents Our land and lot position and homes in inventory at March 31, 2023 and September 30, 2022 are summarized as follows:



                                             March 31, 2023
                                   Lots Controlled
                                       Through             Total
                                     Land and Lot        Land/Lots            Homes
                  Land/Lots            Purchase          Owned and             in
                  Owned (1)        Contracts (2)(3)      Controlled       Inventory (4)
Northwest               12,300                25,300          37,600                2,700
Southwest               22,400                32,400          54,800                4,800
South Central           39,100                59,400          98,500               11,300
Southeast               23,500               128,600         152,100               12,800
East                    25,300               107,300         132,600                7,500
North                   13,700                57,700          71,400                4,500
                       136,300               410,700         547,000               43,600
                         25  %                 75  %          100  %



                                             September 30, 2022
                                       Lots Controlled
                                           Through             Total
                                         Land and Lot        Land/Lots            Homes
                    Land/Lots              Purchase          Owned and             in
                    Owned (1)          Contracts (2)(3)      Controlled       Inventory (4)
Northwest                   11,100                32,200          43,300                2,900
Southwest                   22,100                36,500          58,600                4,900
South Central               37,800                66,500         104,300               12,400
Southeast                   24,700               138,600         163,300               14,200
East                        22,700               105,700         128,400                6,800
North                       12,700                62,600          75,300                5,200
                           131,100               442,100         573,200               46,400
                             23  %                 77  %          100  %


___________________

(1)Land/lots owned included approximately 43,700 and 37,600 owned lots that are
fully developed and ready for home construction at March 31, 2023 and
September 30, 2022, respectively. Land/lots owned also included land held for
development representing 400 lots at both March 31, 2023 and September 30, 2022.

(2)The total remaining purchase price of lots controlled through land and lot
purchase contracts at March 31, 2023 and September 30, 2022 was $19.2 billion
and $19.7 billion, respectively, secured by earnest money deposits of $1.6
billion at both dates. The total remaining purchase price of lots controlled
through land and lot purchase contracts at March 31, 2023 and September 30, 2022
included $1.2 billion and $1.4 billion, respectively, related to lot purchase
contracts with Forestar, secured by $124.3 million and $131.7 million,
respectively, of earnest money.

(3)Lots controlled at March 31, 2023 included approximately 31,500 lots owned or
controlled by Forestar, 14,200 of which our homebuilding divisions had under
contract to purchase and 17,300 of which our homebuilding divisions had a right
of first offer to purchase. Of these, approximately 13,500 lots were in our
Southeast region, 6,100 lots were in our East region, 4,700 lots were in our
South Central region, 3,300 lots were in our Southwest region, 3,300 lots were
in our North region and 600 lots were in our Northwest region. Lots controlled
at September 30, 2022 included approximately 36,700 lots owned or controlled by
Forestar, 17,800 of which our homebuilding divisions had under contract to
purchase and 18,900 of which our homebuilding divisions had a right of first
offer to purchase.

(4)Approximately 24,800 and 27,200 of our homes in inventory were unsold at
March 31, 2023 and September 30, 2022, respectively. At March 31, 2023,
approximately 6,400 of our unsold homes were completed, of which approximately
510 homes had been completed for more than six months. At September 30, 2022,
approximately 4,400 of our unsold homes were completed, of which approximately
90 homes had been completed for more than six months. Homes in inventory exclude
approximately 1,900 and 1,800 model homes at March 31, 2023 and September 30,
2022, respectively.


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RESULTS OF OPERATIONS - FORESTAR

At March 31, 2023, we owned 63% of the outstanding shares of Forestar. Forestar
is a publicly traded residential lot development company with operations in 52
markets across 20 states as of March 31, 2023. Forestar's segment results are
presented on their historical cost basis, consistent with the manner in which
management evaluates segment performance. (See Note B to the accompanying
financial statements for additional Forestar segment information.)

Results of operations for the Forestar segment for the three and six months ended March 31, 2023 and 2022 were as follows:



                                                        Three Months Ended                      Six Months Ended
                                                            March 31,                              March 31,
                                                      2023                2022               2023              2022
                                                                             (In millions)
Total revenues                                  $    301.5             $  421.6          $   518.2          $  829.2
Cost of land/lot sales and other                     225.3                328.7              392.1             662.3
Inventory and land option charges                     20.3                  5.4               22.7               6.0
Total cost of sales                             $    245.6             $  334.1          $   414.8          $  668.3
Selling, general and administrative expense           22.0                 24.3               44.9              45.8
Other (income) expense                                (2.0)                   -               (5.3)             (1.6)
Income before income taxes                      $     35.9             $   63.2          $    63.8          $  116.7



Forestar's revenues are primarily derived from sales of single-family
residential lots to local, regional and national homebuilders and land bankers
for homebuilders. The following tables provide further information regarding
Forestar's revenues and lot position as of and for the three and six months
ended March 31, 2023 and 2022:

                                                                      Three 

Months Ended March 31,


                                                        Lots Closed                             Value (In millions)
                                                 2023                 2022                    2023                  2022
Residential single-family lots sold
Lots sold to D.R. Horton                             2,666                 4,771       $     220.6              $   389.7
Total lots sold                                      2,979                 5,788       $     252.9              $   409.0
Tract acres sold to D.R. Horton                        379                     -       $      32.5              $       -

                                                                       Six Months Ended March 31,
                                                        Lots Closed                             Value (In millions)
                                                 2023                 2022                    2023                  2022
Residential single-family lots sold
Lots sold to D.R. Horton                             4,760                 8,785       $     410.4              $   719.8
Total lots sold                                      5,242                10,304       $     459.5              $   813.1
Tract acres sold to D.R. Horton                        379                     -       $      32.5              $       -



                                                                                                                     March 31,              September 30,
                                                                                                                        2023                     2022

Residential single-family lots in inventory and under contract Lots owned

                                                                                                                  57,800                     

61,800


Lots controlled through land purchase contracts                                                                             18,600                     

28,300


Total lots owned and controlled                                                                                             76,400                     

90,100



Owned lots under contract to sell to D.R. Horton                                                                            14,200                     

17,800


Owned lots under contract to customers other than D.R. Horton                                                                1,000                      

1,400


Total owned lots under contract                                                                                             15,200                     

19,200



Owned lots subject to right of first offer with D.R. Horton                                                                 17,300                     18,900
Owned lots fully developed                                                                                                   9,100                      5,500



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At both March 31, 2023 and September 30, 2022, Forestar's inventory, which includes land and lots developed, under development and held for development, totaled $2.0 billion.

Inventory and land option charges during the three and six months ended March 31, 2023 included inventory impairment charges of $19.4 million compared to $3.8 million in both of the prior year periods.



SG&A expense for the three and six months ended March 31, 2023 included charges
of $0.9 million and $1.9 million, respectively, related to the shared services
agreement between Forestar and D.R. Horton whereby D.R. Horton provides Forestar
with certain administrative, compliance, operational and procurement services.
Shared services charges were $1.0 million and $2.0 million, respectively, in the
same periods of fiscal 2022.

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RESULTS OF OPERATIONS - FINANCIAL SERVICES

The following tables and related discussion set forth key operating and
financial data for our financial services operations, comprising DHI Mortgage
and our subsidiary title companies, for the three and six months ended March 31,
2023 and 2022.

                                                            Three Months Ended March 31,                                       Six Months Ended March 31,
                                                  2023                  2022                % Change                2023                  2022                % Change
Number of first-lien loans originated
or brokered by DHI Mortgage for D.R.
Horton homebuyers                                  14,865                13,551                    10  %             28,161                25,640                    10  %
Number of homes closed by D.R. Horton              19,664                19,828                    (1) %             37,004                38,224                    (3) %
Percentage of D.R. Horton homes
financed by DHI Mortgage                               76  %                 68  %                                       76  %                 67  %
Number of total loans originated or
brokered by DHI Mortgage for D.R.
Horton homebuyers                                  14,879                13,571                    10  %             28,179                25,682                    10  %
Total number of loans originated or
brokered by DHI Mortgage                           14,957                13,777                     9  %             28,356                26,191                     8  %
Captive business percentage                            99  %                 99  %                                       99  %                 98  %
Loans sold by DHI Mortgage to third
parties                                            13,984                12,527                    12  %             29,151                25,598                    14  %



                                                           Three Months Ended March 31,                                Six Months Ended March 31,
                                                    2023             2022             % Change                 2023                2022             % Change
                                                                                                  (In millions)
Loan origination and other fees                  $   16.3          $ 11.4                    43  %       $        31.6          $  20.9                    51  %
Gains on sale of mortgage loans and
mortgage servicing rights                           154.5           168.0                    (8) %               233.8            302.0                   (23) %
Servicing income                                      1.7             0.5                   240  %                 2.9              1.1                   164  %
Total mortgage operations revenues                  172.5           179.9                    (4) %               268.3            324.0                   (17) %
Title policy premiums                                43.9            42.2                     4  %                85.1             82.4                     3  %
Total revenues                                      216.4           222.1                    (3) %               353.4            406.4                   (13) %
General and administrative expense                  146.9           138.0                     6  %               281.0            263.2                     7  %
Other (income) expense                              (16.1)           (8.7)                   85  %               (31.4)           (16.7)                   88  %
Financial services pre-tax income                $   85.6          $ 92.8                    (8) %       $       103.8          $ 159.9                   (35) %



                  Financial Services Operating Margin Analysis

                                                                                               Percentages of
                                                                                         Financial Services Revenues
                                                                        Three Months Ended                               Six Months Ended
                                                                            March 31,                                        March 31,
                                                                    2023                      2022                  2023                  2022
General and administrative expense                                         67.9  %               62.1  %               79.5  %               64.8  %
Other (income) expense                                                     (7.4) %               (3.9) %               (8.9) %               (4.1) %
Financial services pre-tax income                                          39.6  %               41.8  %               29.4  %               39.3  %




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Mortgage Loan Activity

The volume of loans originated by our mortgage operations is directly related to
the number of homes closed by our homebuilding operations. In the three and six
months ended March 31, 2023, while the number of homes closed by our
homebuilding operations decreased 1% and 3%, respectively, from the prior year
periods, the volume of first-lien loans originated or brokered by DHI Mortgage
for our homebuyers increased 10% in both periods due to an increase in the
percentage of homes closed for which DHI Mortgage handled our homebuyers'
financing.

Homes closed by our homebuilding operations constituted 99% of DHI Mortgage loan
originations in both the three and six months ended March 31, 2023 compared to
99% and 98%, respectively, in the prior year periods. These percentages reflect
DHI Mortgage's consistent focus on the captive business provided by our
homebuilding operations.

The number of loans sold increased 12% and 14% in the three and six months ended
March 31, 2023, respectively, compared to the prior year periods. Virtually all
of the mortgage loans held for sale on March 31, 2023 were eligible for sale to
the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan
Mortgage Corporation (Freddie Mac) or the Government National Mortgage
Association (Ginnie Mae). During the six months ended March 31, 2023,
approximately 53% of our mortgage loans were sold directly to Fannie Mae,
Freddie Mac or into securities backed by Ginnie Mae, and 43% were sold to one
other major financial entity. Changes in market conditions could result in a
greater concentration of our mortgage sales in future periods to fewer financial
entities and directly to Fannie Mae, Freddie Mac or Ginnie Mae, and we may need
to make other adjustments to our mortgage operations.

Financial Services Revenues and Expenses



Revenues from our mortgage operations decreased 4% to $172.5 million and 17% to
$268.3 million in the three and six months ended March 31, 2023, respectively,
from $179.9 million and $324.0 million in the prior year periods. The decreases
were primarily due to lower gains on sales of mortgages resulting from a more
competitive environment in the mortgage industry due to rising interest rates.
Revenues from our title operations increased 4% to $43.9 million and 3% to $85.1
million in the three and six months ended March 31, 2023, respectively, from
$42.2 million and $82.4 million in the prior year periods.

General and administrative (G&A) expense related to our financial services
operations increased 6% to $146.9 million and 7% to $281.0 million in the three
and six months ended March 31, 2023, respectively, from $138.0 million and
$263.2 million in the prior year periods. As a percentage of financial services
revenues, G&A expense was 67.9% and 79.5% in the three and six months ended
March 31, 2023, respectively, compared to 62.1% and 64.8% in the prior year
periods. Fluctuations in financial services G&A expense as a percentage of
revenues can occur because some components of revenue fluctuate differently than
loan volumes, and some expenses are not directly related to mortgage loan volume
or to changes in the amount of revenue earned. Our financial services operations
employed 2,849 and 2,990 people at March 31, 2023 and 2022, respectively.

Other income, net of other expense, included in our financial services operations consists primarily of the interest income of our mortgage subsidiary.

Primarily as a result of the reduction in revenue and operating margin of our mortgage operations, pre-tax income from our financial services operations decreased 35% to $103.8 million in the six months ended March 31, 2023 from $159.9 million in the prior year period.


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RESULTS OF OPERATIONS - RENTAL

Our rental segment consists of multi-family and single-family rental operations.
The multi-family rental operations develop, construct, lease and sell
residential rental properties, with a primary focus on constructing garden style
multi-family rental communities typically accommodating 200 to 400 dwelling
units in high growth suburban markets. The single-family rental operations
primarily construct and lease single-family homes within a community and then
market each community for a bulk sale of rental homes. Multi-family and
single-family rental property sales are recognized as revenues, and rental
income is recognized as other income. Results of operations for the rental
segment for the three and six months ended March 31, 2023 and 2022 were as
follows:
                                                       Three Months Ended                      Six Months Ended
                                                           March 31,                              March 31,
                                                     2023                2022               2023              2022
                                                                            (In millions)
Revenues
Single-family rental                           $    224.1             $  172.9          $   452.1          $  253.2
Multi-family rental and other                           -                 50.0               99.5             126.2
Total revenues                                      224.1                222.9              551.6             379.4
Cost of sales
Single-family rental                                157.7                 77.5              294.5             113.8
Multi-family rental and other                         0.3                 25.0               48.3              61.5
Total cost of sales                                 158.0                102.5              342.8             175.3
Selling, general and administrative expense          53.5                 22.8              101.0              41.4
Other (income) expense                              (22.0)                (4.9)             (37.1)             (9.8)
Income before income taxes                     $     34.6             $  102.5          $   144.9          $  172.5



At March 31, 2023, our rental property inventory of $3.3 billion included $2.1
billion of inventory related to our single-family rental operations and $1.2
billion of inventory related to our multi-family rental operations. At
September 30, 2022, our rental property inventory of $2.6 billion included $1.7
billion of inventory related to our single-family rental operations and $897.2
million of inventory related to our multi-family rental operations.

The following tables provide further information regarding our rental operations as of and for the three and six months ended March 31, 2023 and 2022:


                                                                              Rental Homes/Units Sold and Closed
                                                                                 Three Months Ended March 31,
                                                              Homes/Units Closed                            Value (In millions)
                                                         2023                    2022                   2023                    2022
Single-family rental homes                                     721                     368       $     224.1              $        172.9
Multi-family rental units                                        -                     126                 -                        50.0
                                                               721                     494       $     224.1              $        222.9

                                                                                  Six Months Ended March 31,
                                                              Homes/Units Closed                            Value (In millions)
                                                         2023                    2022                   2023                    2022
Single-family rental homes                                   1,415                     594       $     452.1              $        253.2
Multi-family rental units                                      300                     477              99.5                       126.2
                                                             1,715                   1,071       $     551.6              $        379.4

                                                                                                              Rental Inventory
                                                                                                     March 31,              September 30,
                                                                                                        2023                    2022
Single-family rental homes (1)                                                                                8,630                   7,400
Single-family rental lots (2)                                                                                 4,930                   6,680
Multi-family rental units (3)                                                                                 7,210                   6,110


________________________

See footnotes on following page.


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(1)Single-family rental homes include 5,980 and 3,530 completed homes at March 31, 2023 and September 30, 2022, respectively.

(2)Single-family rental lots include 930 and 1,770 finished lots at March 31, 2023 and September 30, 2022, respectively.



(3)Multi-family rental units at March 31, 2023 consist of 6,730 units under
active construction and 480 units that were substantially complete and in the
lease-up phase. Multi-family rental units at September 30, 2022 consist of 5,810
units under active construction and 300 units that were substantially complete
and in the lease-up phase.


RESULTS OF OPERATIONS - OTHER BUSINESSES



In addition to our homebuilding, Forestar, financial services and rental
operations, we engage in other business activities through our subsidiaries. We
conduct insurance-related operations, own water rights and other water-related
assets, own non-residential real estate including ranch land and improvements
and own and operate energy-related assets. The pre-tax income of all of our
subsidiaries engaged in other business activities was $12.5 million and $21.9
million in the three and six months ended March 31, 2023, respectively, compared
to $13.6 million and $24.3 million in the prior year periods.


RESULTS OF OPERATIONS - CONSOLIDATED

Income before Income Taxes



Pre-tax income for the three and six months ended March 31, 2023 was $1.2
billion and $2.5 billion, respectively, compared to $1.9 billion and $3.4
billion in the prior year periods. The decrease was primarily due to a decrease
in the pre-tax income of our homebuilding operations as a result of a decrease
in home sales gross margin.

Income Taxes



Our income tax expense for the three and six months ended March 31, 2023 was
$295.7 million and $594.6 million, respectively, compared to $441.0 million and
$792.5 million in the prior year periods. Our effective tax rate was 23.7% for
both the three and six months ended March 31, 2023 compared to 23.4% in both of
the prior year periods. The effective tax rates for all periods include an
expense for state income taxes and tax benefits related to stock-based
compensation and federal energy efficient homes tax credits.

Our deferred tax assets, net of deferred tax liabilities, were $130.1 million at
March 31, 2023 compared to $159.0 million at September 30, 2022. We have a
valuation allowance of $17.8 million and $17.9 million at March 31, 2023 and
September 30, 2022, respectively, related to deferred tax assets for state net
operating loss (NOL), state capital loss and tax credit carryforwards that are
expected to expire before being realized. We will continue to evaluate both the
positive and negative evidence in determining the need for a valuation allowance
with respect to our remaining state NOL, state capital loss and tax credit
carryforwards. Any reversal of the valuation allowance in future periods will
impact our effective tax rate.

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 our 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 our deferred tax
assets.

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CAPITAL RESOURCES AND LIQUIDITY

We have historically funded our operations with cash flows from operating
activities, borrowings under bank credit facilities and the issuance of new debt
securities. Our current levels of cash, borrowing capacity and balance sheet
leverage provide us with the operational flexibility to adjust to changes in
economic and market conditions.

We have continued to increase our investments in homebuilding inventories and
single-family and multi-family rental properties to expand our operations. We
are also returning capital to our shareholders through dividend payments and
repurchases of our common stock. We are maintaining significant homebuilding
cash balances and liquidity to support the increased scale and level of activity
in our business and to provide flexibility to adjust to changing conditions and
opportunities.

At March 31, 2023, we had outstanding notes payable with varying maturities
totaling an aggregate principal amount of $6.0 billion, of which $2.2 billion is
payable within 12 months and includes $1.6 billion outstanding under the
mortgage repurchase facility and $400 million principal amount of 5.75%
homebuilding senior notes maturing in August 2023. At March 31, 2023, our ratio
of debt to total capital (notes payable divided by stockholders' equity plus
notes payable) was 22.4% compared to 23.8% at September 30, 2022 and 24.9% at
March 31, 2022. Our net debt to total capital (notes payable net of cash divided
by stockholders' equity plus notes payable net of cash) was 12.3% at March 31,
2023 compared to 15.4% at September 30, 2022 and 18.9% at March 31, 2022.

At March 31, 2023, our ratio of homebuilding debt to total capital (homebuilding
notes payable divided by stockholders' equity plus homebuilding notes payable)
was 11.5% compared to 13.2% at September 30, 2022 and 16.4% at March 31, 2022.
Our net homebuilding debt to total capital (homebuilding notes payable net of
cash divided by stockholders' equity plus homebuilding notes payable net of
cash) was 1.5% at March 31, 2023 compared to 4.4% at September 30, 2022 and
11.2% at March 31, 2022. Over the long term, we intend to maintain our ratio of
homebuilding debt to total capital below 30%, and we expect it to remain below
20% throughout fiscal 2023. We believe that the ratio of homebuilding debt to
total capital is useful in understanding the leverage employed in our
homebuilding operations and comparing our capital structure with other
homebuilders. We exclude the debt of Forestar, DRH Rental and our financial
services business because they are separately capitalized and not guaranteed by
our parent company or any of our homebuilding entities.

At March 31, 2023, we had outstanding letters of credit of $245.2 million and
surety bonds of $2.9 billion, issued by third parties to secure performance
under various contracts. We expect that our performance obligations secured by
these letters of credit and bonds will generally be completed in the ordinary
course of business and in accordance with the applicable contractual terms. When
we complete our performance obligations, the related letters of credit and bonds
are generally released shortly thereafter, leaving us with no continuing
obligations. We have no material third-party guarantees.

We regularly assess our projected capital requirements to fund growth in our
business, repay debt obligations, pay dividends, repurchase our common stock and
maintain sufficient cash and liquidity levels to support our other operational
needs, and we regularly evaluate our opportunities to raise additional capital.
D.R. Horton has an automatically effective universal shelf registration
statement filed with the Securities and Exchange Commission (SEC) in July 2021,
registering debt and equity securities that may be issued from time to time in
amounts to be determined. Forestar also has an effective shelf registration
statement filed with the SEC in October 2021, registering $750 million of equity
securities, of which $300 million was reserved for sales under its at-the-market
equity offering (ATM) program that became effective in November 2021. At
March 31, 2023, $748.2 million remained available for issuance under Forestar's
shelf registration statement, of which $298.2 million was reserved for sales
under its ATM program. As market conditions permit, we may issue new debt or
equity securities through the capital markets or obtain additional bank
financing to fund our projected capital requirements or provide additional
liquidity. We believe that our existing cash resources, revolving credit
facilities, mortgage repurchase facility and ability to access the capital
markets or obtain additional bank financing will provide sufficient liquidity to
fund our near-term working capital needs and debt obligations for the next 12
months and for the foreseeable future thereafter.

Capital Resources - Homebuilding

Cash and Cash Equivalents - At March 31, 2023, cash and cash equivalents of our homebuilding segment totaled $2.4 billion.


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Bank Credit Facility - We have a $2.19 billion senior unsecured homebuilding
revolving credit facility with an uncommitted accordion feature that could
increase the size of the facility to $3.0 billion, 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 100% of the total
revolving credit commitments. Letters of credit issued under the facility reduce
the available borrowing capacity. The maturity date of the facility is
October 28, 2027. At March 31, 2023, there were no borrowings outstanding and
$202.6 million of letters of credit issued under the revolving credit facility,
resulting in available capacity of $1.99 billion.

Our homebuilding revolving credit facility imposes restrictions on our
operations and activities, including requiring the maintenance of a maximum
allowable leverage ratio and a borrowing base restriction if our 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 imposes restrictions on the creation
of secured debt and liens. At March 31, 2023, we were in compliance with all of
the covenants, limitations and restrictions of our homebuilding revolving credit
facility.

Public Unsecured Debt - We have $2.5 billion principal amount of homebuilding
senior notes outstanding as of March 31, 2023 that mature from August 2023
through October 2027. In February 2023, we repaid $300 million principal amount
of our 4.75% senior notes at maturity. The indentures governing our senior notes
impose restrictions on the creation of secured debt and liens. At March 31,
2023, we were in compliance with all of the limitations and restrictions
associated with our public debt obligations.

Our homebuilding revolving credit facility and senior notes are guaranteed by D.R. Horton, Inc.'s significant wholly-owned homebuilding subsidiaries.



Debt and Stock Repurchase Authorizations - In July 2019, our Board of Directors
authorized the repurchase of up to $500 million of debt securities. In April
2022, our Board of Directors authorized the repurchase of up to $1.0 billion of
our common stock. During the six months ended March 31, 2023, we repurchased
4.5 million shares at a total cost including commissions and excise taxes of
$421.3 million. At March 31, 2023, the full amount of the debt repurchase
authorization was remaining, and $17.0 million of the stock repurchase
authorization was remaining. In April 2023, our Board of Directors authorized
the repurchase of up to $1.0 billion of our common stock, replacing the previous
common stock repurchase authorization. The debt and stock repurchase
authorizations have no expiration date.

Capital Resources - Forestar



The achievement of Forestar's long-term growth objectives will depend on its
ability to obtain financing and generate sufficient cash flows from operations.
As market conditions permit, Forestar may issue new debt or equity securities
through the capital markets or obtain additional bank financing to provide
capital for future growth and additional liquidity. At March 31, 2023,
Forestar's ratio of debt to total capital (notes payable divided by
stockholders' equity plus notes payable) was 36.2% compared to 37.1% at
September 30, 2022 and 38.9% at March 31, 2022. Forestar's ratio of net debt to
total capital (notes payable net of cash divided by stockholders' equity plus
notes payable net of cash) was 25.2% compared to 26.9% at September 30, 2022 and
29.9% at March 31, 2022.

Cash and Cash Equivalents - At March 31, 2023, Forestar had cash and cash equivalents of $286.7 million.



Bank Credit Facility - Forestar has a $410 million senior unsecured revolving
credit facility with an uncommitted accordion feature that could increase the
size of the facility to $600 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 total revolving credit commitments. Borrowings under the
revolving credit facility are subject to a borrowing base calculation based on
the book value of Forestar's real estate assets and unrestricted cash. Letters
of credit issued under the facility reduce the available borrowing capacity. The
maturity date of the facility is October 28, 2026. At March 31, 2023, there were
no borrowings outstanding and $42.6 million of letters of credit issued under
the revolving credit facility, resulting in available capacity of $367.4
million.


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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.

Unsecured Debt - As of March 31, 2023, Forestar had $700 million principal
amount of senior notes issued pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended, which represent unsecured obligations of
Forestar. These notes include $400 million principal amount of 3.85% senior
notes that mature in May 2026 and $300 million principal amount of 5.0% senior
notes that mature in March 2028.

Forestar's revolving credit facility and its senior notes are guaranteed by
Forestar's wholly-owned subsidiaries that are not immaterial subsidiaries or
have not been designated as unrestricted subsidiaries. They are not guaranteed
by D.R. Horton, Inc. or any of the subsidiaries that guarantee the debt of our
homebuilding, financial services or rental operations. At March 31, 2023,
Forestar was in compliance with all of the covenants, limitations and
restrictions of its revolving credit facility and senior note obligations.

Debt Repurchase Authorization - In April 2020, Forestar's Board of Directors
authorized the repurchase of up to $30 million of Forestar's debt securities.
All of the $30 million authorization was remaining at March 31, 2023, and the
authorization has no expiration date.

Issuance of Common Stock - During the six months ended March 31, 2023, there
were no shares of common stock issued under Forestar's ATM program. At March 31,
2023, $748.2 million remained available for issuance under Forestar's shelf
registration statement, of which $298.2 million was reserved for sales under its
ATM program.

Capital Resources - Financial Services

Cash and Cash Equivalents - At March 31, 2023, cash and cash equivalents of our financial services segment totaled $285.5 million.



Mortgage Repurchase Facility - Our 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. In February 2023, the mortgage
repurchase facility was amended to increase its capacity to $2.0 billion and
extend its maturity date to February 16, 2024. The capacity of the facility can
be increased to $2.3 billion subject to the availability of additional
commitments.

As of March 31, 2023, $2.14 billion of mortgage loans held for sale with a
collateral value of $2.10 billion were pledged under the mortgage repurchase
facility. As a result of advance paydowns totaling $541.0 million, DHI Mortgage
had an obligation of $1.55 billion outstanding under the mortgage repurchase
facility at March 31, 2023 at a 6.4% annual interest rate.

The mortgage repurchase facility is not guaranteed by D.R. Horton, Inc. or any
of the subsidiaries that guarantee the debt of our homebuilding, Forestar or
rental operations. 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 March 31, 2023, DHI Mortgage was in
compliance with all of the conditions and covenants of the mortgage repurchase
facility.

In the past, DHI Mortgage has been able to renew or extend its mortgage credit
facility at a sufficient capacity and on satisfactory terms prior to its
maturity and obtain temporary additional commitments through amendments to the
credit agreement during periods of higher than normal volumes of mortgages held
for sale. The liquidity of our financial services business depends upon its
continued ability to renew and extend the mortgage repurchase facility or to
obtain other additional financing in sufficient capacities.


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Uncommitted Mortgage Repurchase Facility - In April 2023, DHI Mortgage entered
into a master repurchase agreement pursuant to which DHI Mortgage may from time
to time sell to the counterparty, and later repurchase, eligible loans. The new
mortgage repurchase facility provides DHI Mortgage with uncommitted borrowing
capacity of up to $300 million and includes customary affirmative and negative
covenants, events of default and financial covenants similar to those in the
committed mortgage repurchase facility. The obligations of DHI Mortgage under
this facility are not guaranteed by D.R. Horton, Inc. or any of the subsidiaries
that guarantee the debt of our homebuilding, Forestar or rental operations.

Capital Resources - Rental



During the first half of fiscal 2023, we continued to increase the investment in
our rental operations. The inventory in our rental segment totaled $3.3 billion
at March 31, 2023 compared to $2.6 billion at September 30, 2022 and $1.5
billion at March 31, 2022.

Cash and Cash Equivalents - At March 31, 2023, cash and cash equivalents of our rental segment totaled $89.8 million.



Bank Credit Facility - Our rental subsidiary, DRH Rental, has a $1.025 billion
senior unsecured revolving credit facility with an uncommitted accordion feature
that could increase the size of the facility to $1.25 billion, subject to
certain conditions and availability of additional bank commitments. Availability
under the revolving credit facility is subject to a borrowing base calculation
based on the book value of DRH Rental's real estate assets and unrestricted
cash. 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 total revolving
credit commitments. The maturity date of the facility is March 4, 2026.
Borrowings and repayments under the facility totaled $575 million and $350
million, respectively, during the six months ended March 31, 2023. At March 31,
2023, the capacity of the facility was fully utilized, with $1.025 billion of
borrowings outstanding at a 7.2% annual interest rate.

The revolving credit facility includes customary affirmative and negative
covenants, events of default and financial covenants. The financial covenants
require DRH Rental 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 March 31, 2023, DRH Rental was in
compliance with all of the covenants, limitations and restrictions of its
revolving credit facility.

DRH Rental's revolving credit facility is guaranteed by DRH Rental's
wholly-owned subsidiaries that are not immaterial subsidiaries or have not been
designated as unrestricted subsidiaries. The rental revolving credit facility is
not guaranteed by D.R. Horton, Inc. or any of the subsidiaries that guarantee
the debt of our homebuilding, Forestar or financial services operations.

Operating Cash Flow Activities



In the six months ended March 31, 2023, net cash provided by operating
activities was $1.5 billion compared to $834.6 million of cash used in operating
activities in the prior year period. Cash provided by operating activities in
the current year period primarily consisted of $1.5 billion, $232.2 million and
$21.3 million of cash provided by our homebuilding, financial services and
Forestar segments, respectively, partially offset by $263.3 million of cash used
in our rental segment.

Cash provided by a decrease in construction in progress and finished home
inventory was $537.3 million in the current year period compared to cash used to
increase construction in progress and finished home inventory of $2.1 billion in
the prior year period, reflecting a decrease in our homes in inventory in the
current period. Cash used to increase residential land and lots was $668.7
million in the current year period compared to $528.4 million in the prior year
period.

In the six months ended March 31, 2023, cash used to increase our rental inventories was $689.2 million compared to $655.9 million in the prior year period, which reflects our ongoing efforts to expand our rental platform.


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Investing Cash Flow Activities

In the six months ended March 31, 2023, net cash used in investing activities
was $180.6 million compared to $68.7 million in the prior year period. In the
current year period, uses of cash included the acquisition of the homebuilding
operations of Riggins Custom Homes for $103.5 million and purchases of property
and equipment totaling $79.2 million. In the prior year period, uses of cash
included purchases of property and equipment totaling $72.5 million.

Financing Cash Flow Activities



We expect the short-term financing needs of our operations will be funded with
existing cash, cash generated from operations and borrowings under our credit
facilities. Long-term financing needs for our operations may be funded with the
issuance of senior unsecured debt securities or equity securities through the
capital markets.

During the six months ended March 31, 2023, net cash used in financing
activities was $791.3 million, consisting primarily of repayment of $300 million
principal amount of our 4.75% homebuilding senior notes, net payments of $63.4
million on our mortgage repurchase facility, cash used to repurchase shares of
our common stock of $419.8 million and payment of cash dividends totaling $171.7
million. These uses of cash were partially offset by net borrowings on DRH
Rental's revolving credit facility of $225 million.

During the six months ended March 31, 2022, net cash used in financing
activities was $644.8 million, consisting primarily of cash used to repurchase
shares of our common stock of $569.8 million and payment of cash dividends
totaling $159.2 million, partially offset by net borrowings of $84.3 million on
our mortgage repurchase facility.

During each of the first two quarters of fiscal 2023, our Board of Directors
approved a quarterly cash dividend of $0.25 per common share, the most recent of
which was paid on February 14, 2023 to stockholders of record on February 7,
2023. In April 2023, our Board of Directors approved a quarterly cash dividend
of $0.25 per common share, payable on May 10, 2023 to stockholders of record on
May 3, 2023. Cash dividends of $0.225 per common share were approved and paid in
each quarter of fiscal 2022. The declaration of future cash dividends is at the
discretion of our Board of Directors and will depend upon, among other things,
our future earnings, cash flows, capital requirements, financial condition and
general business conditions.


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SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

As of March 31, 2023, D.R. Horton, Inc. had $2.5 billion principal amount of
homebuilding senior notes outstanding due through October 2027 and no amounts
outstanding on its homebuilding revolving credit facility.

All of the 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. (Guarantors or Guarantor
Subsidiaries). Each of the Guarantor Subsidiaries is 100% owned, directly or
indirectly, by D.R. Horton, Inc. Our subsidiaries associated with the Forestar
lot development operations, financial services operations, multi-family and
single-family rental operations and certain other subsidiaries do not guarantee
the homebuilding senior notes or the homebuilding revolving credit facility
(collectively, Non-Guarantor Subsidiaries). The guarantees are senior unsecured
obligations of each Guarantor and rank equal with all existing and future senior
debt of such Guarantor and senior to all subordinated debt of such Guarantor.
The guarantees are effectively subordinated to any secured debt of such
Guarantor to the extent of the value of the assets securing such debt. The
guarantees will be structurally subordinated to indebtedness and other
liabilities of Non-Guarantor Subsidiaries of the Guarantors.

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 ours; (2) the sale
or other disposition of all or substantially all of its assets (other than to us
or another Guarantor); (3) its merger or consolidation with an entity other than
us or another Guarantor; or (4) its ceasing to guarantee any of our publicly
traded debt securities and ceasing to guarantee any of our obligations under our
homebuilding revolving credit facility.

The enforceability of the obligations of the Guarantor Subsidiaries under their
guarantees may be subject to review under applicable federal or state laws
relating to fraudulent conveyance or transfer, voidable preference and similar
laws affecting the rights of creditors generally. In certain circumstances, a
court could void the guarantees, subordinate amounts owing under the guarantees
or order other relief detrimental to the holders of our guaranteed obligations.
The indentures governing our homebuilding senior notes contain a "savings
clause," which limits the liability of each Guarantor on its guarantee to the
maximum amount that such Guarantor can incur without risk that its guarantee
will be subject to avoidance as a fraudulent transfer. This provision may not be
effective to protect such guarantees from fraudulent transfer challenges or, if
it does, it may reduce such Guarantor's obligation such that the remaining
amount due and collectible under the guarantees would not suffice, if necessary,
to pay the notes in full when due.

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The following tables present summarized financial information for D.R. Horton,
Inc. and the Guarantor Subsidiaries on a combined basis after intercompany
transactions and balances have been eliminated among D.R. Horton, Inc. and the
Guarantor Subsidiaries, as well as their investment in, and equity in earnings
from the Non-Guarantor Subsidiaries.


                                 D.R. Horton, Inc. and Guarantor Subsidiaries

                                                                         March 31,              September 30,
Summarized Balance Sheet Data                                               2023                     2022
                                                                                   (In millions)
Assets
Cash                                                                $         2,295.5          $     1,974.6
Inventories                                                                  18,197.0               18,096.5
Amount due from Non-Guarantor Subsidiaries                                    1,208.2                1,034.9
Total assets                                                                 24,789.8               24,001.0
Liabilities & Stockholders' Equity
Notes payable                                                       $         2,584.7          $     2,878.3
Total liabilities                                                             6,067.8                6,345.8
Stockholders' equity                                                         18,722.0               17,655.2

                                                                                                  Year Ended
                                                                      Six Months Ended          September 30,
Summarized Statement of Operations Data                                March 31, 2023                2022
                                                                                   (In millions)
Revenues                                                            $        14,188.0          $    31,890.0
Cost of sales                                                                10,985.2               22,794.1
Selling, general and administrative expense                                   1,050.0                2,128.5
Income before income taxes                                                    2,162.2                6,946.0
Net income                                                                    1,651.3                5,372.7



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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

As disclosed in our annual report on Form 10-K for the fiscal year ended September 30, 2022, our most critical accounting policies relate to revenue recognition, inventories and cost of sales, warranty and legal claims and insurance. Since September 30, 2022, there have been no significant changes to those critical accounting policies.



As disclosed in our critical accounting policies in our Form 10-K for the fiscal
year ended September 30, 2022, our reserves for construction defect claims
include the estimated costs of both known claims and anticipated future claims.
At March 31, 2023 and September 30, 2022, we had reserves for approximately 600
and 560 pending construction defect claims, respectively, and no individual
existing claim was material to our financial statements. During the six months
ended March 31, 2023, we established reserves for approximately 150 new
construction defect claims and resolved 110 construction defect claims for a
total cost of $16.6 million. At March 31, 2022 and September 30, 2021, we had
reserves for approximately 455 and 380 pending construction defect claims,
respectively, and no individual existing claim was material to our financial
statements. During the six months ended March 31, 2022, we established reserves
for approximately 180 new construction defect claims and resolved 105
construction defect claims for a total cost of $12.8 million.


SEASONALITY



Although significant changes in market conditions have impacted our seasonal
patterns in the past and could do so again in the future, we generally close
more homes and generate greater revenues and pre-tax income in the third and
fourth quarters of our fiscal year. The seasonal nature of our business can also
cause significant variations in the working capital requirements for our
homebuilding, lot development, financial services and rental operations. As a
result of seasonal activity, our quarterly results of operations and financial
position at the end of a particular fiscal quarter are not necessarily
representative of the balance of our fiscal year.

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Forward-Looking Statements

Some of the statements contained in this report, as well as in other materials
we have filed or will file with the Securities and Exchange Commission,
statements made by us in periodic press releases and oral statements we make to
analysts, stockholders and the press in the course of presentations about us,
may be construed as "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management's beliefs as well as
assumptions made by, and information currently available to, management. These
forward-looking statements typically include the words "anticipate," "believe,"
"consider," "continue," "could," "estimate," "expect," "forecast," "goal,"
"intend," "likely," "may," "outlook," "plan," "possible," "potential,"
"predict," "projection," "seek," "should," "strategy," "target," "will," "would"
or other words of similar meaning. Any or all of the forward-looking statements
included in this report and in any other of our reports or public statements may
not approximate actual experience, and the expectations derived from them may
not be realized, due to risks, uncertainties and other factors. As a result,
actual results may differ materially from the expectations or results we discuss
in the forward-looking statements. These risks, uncertainties and other factors
include, but are not limited to:

•the cyclical nature of the homebuilding, lot development and rental housing industries and changes in economic, real estate or other conditions;

•constriction of the credit and public capital markets, which could limit our ability to access capital and increase our costs of capital;



•reductions in the availability of mortgage financing provided by government
agencies, changes in government financing programs, a decrease in our ability to
sell mortgage loans on attractive terms or an increase in mortgage interest
rates;

•the risks associated with our land, lot and rental inventory;

•our ability to effect our growth strategies, acquisitions or investments successfully;

•the impact of an inflationary, deflationary or higher interest rate environment;

•supply shortages and other risks of acquiring land, building materials and skilled labor;

•the effects of public health issues such as a major epidemic or pandemic, including the impact of COVID-19 on the economy and our businesses;

•the effects of weather conditions and natural disasters on our business and financial results;

•home warranty and construction defect claims;

•the effects of health and safety incidents;

•reductions in the availability of performance bonds;

•increases in the costs of owning a home;

•the effects of governmental regulations and environmental matters on our homebuilding and land development operations;

•the effects of governmental regulations on our financial services operations;

•competitive conditions within the industries in which we operate;

•our ability to manage and service our debt and comply with related debt covenants, restrictions and limitations;

•the effects of negative publicity;

•the effects of the loss of key personnel;

•actions by activist stockholders; and

•information technology failures, data security breaches and our ability to satisfy privacy and data protection laws and regulations.



We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in subsequent reports
on Forms 10-K, 10-Q and 8-K should be consulted. Additional information about
issues that could lead to material changes in performance and risk factors that
have the potential to affect us is contained in our annual report on Form 10-K
for the fiscal year ended September 30, 2022, including the section entitled
"Risk Factors," which is filed with the SEC.

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