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Dear Fellow Stockholders:
 
We did it! Just as we predicted we would, our Company achieved our 25th consecutive year of growth in revenues and profitability in fiscal 2002. On a trailing twelve-month basis, at September 30, 2002, we have delivered more homes in the United States than any other homebuilder! Some of the records we achieved this year included:
 
 
Ÿ
 
Completing our largest acquisition, by adding Schuler Homes, Inc. to the Horton family in February 2002;
 
 
Ÿ
 
Signing record new sales contracts, amounting to $6.9 billion (31,491 homes), a 53% increase over our 2001 record of $4.5 billion (22,179 homes);
 
 
Ÿ
 
Earning record revenues of $6.7 billion (29,761 homes delivered), a 51% increase over our 2001 record of $4.5 billion (21,371 homes delivered);
 
 
Ÿ
 
Earning record net income of $404.7 million, a 57% increase over our fiscal 2001 record of $257.0 million;
 
 
Ÿ
 
Earning record diluted earnings per share of $2.87, a 29% increase over our 2001 record of $2.23;
 
 
Ÿ
 
Holding a record year-end sales backlog of $2.8 billion (12,697 homes), up 46% over our 2001 year-end record of $1.9 billion (9,263 homes);
 
 
Ÿ
 
Attaining a record level of stockholders’ equity of $2.3 billion, up 82% from the 2001 level of $1.3 billion; and
 
 
Ÿ
 
Achieving a return on beginning stockholders’ equity of 32% and on average stockholders’ equity of 22%.
 
These accomplishments in our silver anniversary year continue our history of out-performing the homebuilding industry. We understand that, in our Company, “nothing happens until a home is sold”. As a result of that focus, our year-over-year percentage increases in homes sold during the period 1991-2001 exceeded the national rate of change in homes sold in every year! In three of those years, national homes sales were down from 3.7% to 14.3%; in each of those same years, our Company’s year-over-year sales increased! In the first two quarters of fiscal 2002, national homes sales were down 0.5% and 3.7%, respectively; ours were up in those two quarters 21.6% and 28.4%, respectively. Although national home sales improved in the last two quarters of fiscal 2002, ours has significantly outpaced them, growing at the rate of 50.7% in the third quarter and 65.9% in the fourth. That sort of sales momentum has continued in the first two months of fiscal 2003.
 
One of the most significant factors that has allowed us to achieve such startling results is our realization that homebuilding is truly a local business. Whether they are promoted from within our Company, hired from outside it, or come to us as a result of our acquisition program, our division presidents are truly entrepreneurs, charged with the responsibility and given the authority to react to changes in their respective markets and adjust land positions, product and pricing as necessary. In addition, our division presidents are stockholders through direct ownership and through stock options. This ownership, coupled with a bonus program that rewards bottom-line performance, ensures that management and stockholder interests are firmly aligned. We are convinced that our decentralized structure and management incentive plans have allowed us to grow the Company through all economic cycles and gives us a competitive advantage in each of our markets.
 
We are able to penetrate our markets by offering a wide variety of products, ranging from entry-level production homes, to customized production homes, to first- and second-time move-up homes, to active adult homes in age-restricted communities. We are prepared to always say “Yes!” to our home buyers, at all price levels, by offering them custom changes to their homes. This is both a profitable market niche for us as well as a strategy which affords us a marked advantage over our competitors.
 
We have historically grown the Company through a balanced combination of internal growth and acquisitions. Our five-year compounded annual growth rate in revenues through fiscal 2002 was 34%. While we are proud of that growth rate, we are more focused on improving our profitability, which is reflected by our five-year compounded annual growth rate in net income of 44%. Our outstanding operating results in fiscal year 2002 were remarkable on a “same store” basis, but were made truly exceptional by the acquisitions of Fortress-Florida in May 2001, Emerald Builders in July 2001 and Schuler Homes in February 2002.


 
In the seven months since the Schuler acquisition, we have seamlessly and fully integrated its operations into the Horton “family”. Adding Schuler’s operations to ours has produced dominant market positions for us in California, Hawaii, Denver and Portland. We are excited about the prospect of the former Schuler divisions’ contributions to our future results. With those contributions and our focus on improving the strength of our balance sheet, we believe that we will easily achieve our historical growth targets of 20% or more in revenues, net income and net income per share in fiscal 2003. Although we currently plan no acquisitions during 2003, we believe that a continuation of our historically successful internal growth and acquisition strategies will be necessary to achieve our internal target of more than $10 billion in revenues in fiscal 2004.
 
At September 30, 2002, our stockholders’ equity exceeded $2.3 billion, up 82% over the year earlier level. Importantly, our ratio of homebuilding debt, net of cash, to total capital declined from 54.0% at the end of fiscal 2001 to 51.3% at the end of 2002. By the end of fiscal 2003, we believe that our net homebuilding leverage will be less than 49%. Our strong balance sheet and our consistent ability to deliver superior operating results have generated strong acceptance of our Company by the capital markets. In January 2002, we renewed our revolving bank credit facility, which at $805 million continues to be one of the largest in the homebuilding industry. The new facility matures in January 2006. In April 2002, we issued $250 million in 8.5% senior notes due 2012. In December 2002, after the end of our fiscal year, we issued $215 million in 7.5% senior notes due 2007. We had $108 million in letters of credit and no cash advances under our revolving credit line at September 30, 2002. The $697 million in capacity under the credit line plus the $214 million net proceeds of the December 2002 senior notes issue afford us ample resources to effect our growth strategies in fiscal 2003.
 
In fiscal 2002, our quarterly cash dividend amounted to $.06 per share, up 20% from the quarterly amount paid in fiscal 2001. Also, we authorized and paid a three-for-two stock split, effected as a stock dividend, in April 2002.
 
Our financial services division had another banner year in fiscal 2002, earning pre-tax income of $56 million on revenues of $114 million, more than doubling the $27 million earned in the prior year. We believe that our financial services division has the momentum to continue this level of astounding performance, since we have only begun to tap the additional revenues and earnings that will come as we expand our mortgage services to the former Schuler divisions in California. We will continue to expand our mortgage and title services into markets served by our homebuilding divisions as it makes economic sense to do so.
 
We thank all D.R. Horton stockholders for helping us build a company with a solid foundation and an exciting future. In addition, we thank our dedicated employees, suppliers and subcontractors. They are the backbone of this organization and provide us the ability to react quickly and make sound decisions. We look forward to a highly successful fiscal 2003, as we commence our next 25 years of continued growth and profitability.
 
LOGO
 
Donald R. Horton
Chairman of the Board


 

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
(Mark One)
  x


  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002
OR
    
  ¨


  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File number 1-14122
    
 
D.R. HORTON, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
75-2386963
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
1901 Ascension Blvd., Suite 100
Arlington, Texas
 
76006
(Address of principal executive offices)
 
(Zip Code)
(817) 856-8200
   
(Registrant’s telephone number, including area code)
   
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class

    
Name of each exchange on which registered

Common Stock, par value $.01 per share
    
The New York Stock Exchange
8 3/8% Senior Notes due 2004
    
The New York Stock Exchange
10% Senior Notes due 2006
    
The New York Stock Exchange
8% Senior Notes due 2009
    
The New York Stock Exchange
10 1/2% Senior Notes due 2005
    
The New York Stock Exchange
9 3/4% Senior Subordinated Notes due 2010
    
The New York Stock Exchange
9 3/8% Senior Subordinated Notes due 2011
    
The New York Stock Exchange
Zero Coupon Convertible Senior Notes due 2021
    
The New York Stock Exchange
7 7/8% Senior Notes due 2011
    
The New York Stock Exchange
9% Senior Notes due 2008
    
The New York Stock Exchange
9 3/8% Senior Notes due 2009
    
The New York Stock Exchange
10 1/2% Senior Subordinated Notes due 2011
    
The New York Stock Exchange
8% Senior Notes due 2012
    
The New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K .    ¨
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨
 
As of November 30, 2002, there were 146,531,499 shares of Common Stock, par value $.01 per share, issued and outstanding, and the aggregate market value of these shares held by non-affiliates of the registrant was approximately $2,309,771,000. Solely for purposes of this calculation, all directors and executive officers were excluded as affiliates of the registrant.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders are incorporated herein by reference in Part III.
 


 
PART 1
 
ITEM 1.    BUSINESS
 
D. R. Horton, Inc. is a national homebuilder. (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.) As a national homebuilder, we construct and sell single-family homes in metropolitan areas of the Mid-Atlantic, Midwest, Southeast, Southwest and West regions of the United States. We offer high quality homes, designed principally for first-time and move-up home buyers. Although we have historically positioned ourselves as a custom builder, in the last five years we have acquired six volume homebuilding companies (Torrey, Continental, Cambridge, Fortress-Florida, Emerald and Schuler) which enable us to compete across a broader product offering. Our homes generally range in size from 1,000 to 5,000 square feet and range in price from $80,000 to $900,000. For the year ended September 30, 2002, we closed 29,761 homes with an average sales price approximating $219,400.
 
We are one of the largest and most geographically diversified homebuilders in the United States, with operating divisions in 20 states and 44 markets as of September 30, 2002. The markets we operate in include: Albuquerque, Atlanta, Austin, Birmingham, Charleston, Charlotte, Chicago, Colorado Springs, Columbia, Dallas, Denver, Fort Collins, Fort Myers/Naples, Fort Worth, Greensboro, Greenville, Hawaii, Hilton Head, Houston, Inland Empire (Southern California), Jacksonville, Killeen, Las Vegas, Los Angeles, Maryland-D.C., Miami/West Palm Beach, Minneapolis/St. Paul, Myrtle Beach, New Jersey, Oakland, Orange County, Orlando, Phoenix, Portland, Raleigh/Durham, Sacramento, Salt Lake City, San Antonio, San Diego, San Francisco, Seattle/Tacoma, Tucson, Ventura County and Virginia-D.C.
 
We build homes under the following names: D.R. Horton, Arappco, Cambridge, Continental, Dietz Crane, Dobson, Emerald, Melody, Milburn, Regency, Schuler, SGS Communities, Stafford, Torrey, Trimark and Western Pacific.
 
Our financial reporting segments consist of homebuilding and financial services. Our homebuilding operations comprise the most substantial part of our business, with more than 98% of consolidated revenues in fiscal 2000, 2001 and 2002. The homebuilding operations segment generates the majority of its revenues from the sale of completed homes with a lesser amount from the sale of land and lots. The financial services segment generates its revenues from originating and selling mortgages and collecting fees for title insurance and closing services. Financial information, including revenue, pre-tax income and identifiable assets of both of our reporting segments are included in the consolidated financial statements.
 
We were incorporated in Delaware on July 1, 1991, to acquire all of the assets and businesses of 25 predecessor companies, which were residential home construction and development companies owned or controlled by Donald R. Horton. In the last nine fiscal years, we have acquired 17 other homebuilding companies, including Schuler Homes, Inc., which we acquired on February 21, 2002. Schuler strengthened our market position in several markets, including California, while expanding our geographic presence and product offerings in other markets in the West region.
 
Our principal executive offices are located at 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, our telephone number is (817) 856-8200, and our Internet website address is www.drhorton.com. Information on our Internet website is not part of this annual report on Form 10-K.

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Operating Strategy
 
We believe that the following operating strategies have enabled us to achieve consistent growth and profitability:
 
Geographic Diversity
 
From 1978 to late 1987, excluding locations acquired in our 1998 merger with Continental Homes, our homebuilding activities were conducted in the Dallas/Fort Worth area. We then instituted a policy of diversifying geographically, entering the following of our current markets, both through startup operations and acquisitions, in the years shown:
 
Years Entered

  
Markets

1987
  
Phoenix
1988
  
Atlanta, Orlando
1989
  
Charlotte
1990
  
Houston
1991
  
Maryland-D.C., Virginia-D.C.
1992
  
Chicago, Raleigh/Durham
1993
  
Austin, Los Angeles, Salt Lake City, San Diego
1994
  
Minneapolis/St. Paul, Las Vegas, San Antonio
1995
  
Birmingham, Denver, Greensboro, Miami/West Palm Beach
1996
  
Albuquerque
1997
  
Greenville, New Jersey, Tucson
1998
  
Charleston, Hilton Head, Jacksonville, Killeen, Myrtle Beach, Portland, Sacramento
1999
  
Columbia
2000
  
Ventura County
2001
  
Fort Myers/Naples
2002
  
Colorado Springs, Fort Collins, Hawaii, Inland Empire (Southern California), Oakland, Orange County, San Francisco, Seattle/Tacoma
 
We continually monitor the sales and margins achieved in each of the subdivisions in which we operate as part of our evaluation of the use of our capital. While we believe there are significant growth opportunities in our existing markets, we also intend to continue our policy of diversification by seeking to enter new markets. We believe our diversification strategy mitigates the effects of local and regional economic cycles and enhances our growth potential. Typically, we will not invest material amounts in real estate, including raw land, developed lots, models and speculative homes, or overhead in start-up operations in new markets, until such markets demonstrate significant growth potential and acceptance of our products.
 
Acquisitions
 
We are currently focusing on internal growth. However, as an integral component of our operational strategy of continued expansion, we are continuing our historical approach of evaluating opportunities for strategic acquisitions in the future. We believe that expanding our operations through the acquisition of existing homebuilding companies has afforded us several benefits not found in start-up operations. Such benefits include:
 
 
 
Established land positions and inventories;
 
 
 
Existing relationships with land owners, developers, subcontractors and suppliers;
 
 
 
Brand name recognition; and
 
 
 
Proven product acceptance by home buyers in the market.

2


 
In evaluating potential acquisition candidates, we have sought homebuilding companies that have an excellent reputation, a track record of profitability and a strong management team with an entrepreneurial orientation. We have limited the risks associated with acquiring a going concern by conducting extensive operational, financial and legal due diligence on each acquisition and by only acquiring homebuilding companies that we believe will have an immediate positive impact on our earnings. In the last nine fiscal years, we have made 17 acquisitions. In the future, we may resume acquisitions of homebuilders that satisfy our acquisition criteria in existing or new markets.
 
Decentralized Operations
 
We decentralize our homebuilding activities to give more operating flexibility to our local division presidents. We have 48 separate operating divisions, some of which are in the same market area. Generally, each operating division consists of a division president, an office manager and staff, a sales manager and sales personnel, and a construction manager and construction superintendents. We believe that division presidents, who are intimately familiar with local conditions, make better decisions regarding local operations. Our division presidents receive performance bonuses based upon achieving targeted operating levels in their operating divisions.
 
Operating Division Responsibilities
 
Each operating division is responsible for:
 
 
 
Site selection, which involves
 
 
 
A feasibility study;
 
 
 
Soil and environmental reviews;
 
 
 
Review of existing zoning and other governmental requirements; and
 
 
 
Review of the need for and extent of offsite work required to meet local building codes;
 
 
 
Negotiating lot option or similar contracts;
 
 
 
Overseeing land development;
 
 
 
Planning its homebuilding schedule;
 
 
 
Selecting building plans and architectural schemes;
 
 
 
Obtaining all necessary building approvals; and
 
 
 
Developing a marketing plan.
 
Corporate Office Controls
 
The corporate office controls key risk elements through centralized:
 
 
 
Financing;
 
 
 
Cash management;
 
 
 
Risk management;
 
 
 
Accounting and management reporting;
 
 
 
Administration of payroll and employee benefits;
 
 
 
Final approval of land and lot acquisitions;
 
 
 
Capital allocation; and
 
 
 
Oversight of inventory levels.
 
Cost Management
 
We control our overhead costs by centralized administrative and accounting functions and by limiting the number of field administrative personnel and middle level management positions. We also minimize advertising costs by participating in promotional activities, publications and newsletters sponsored by local real estate brokers, mortgage companies, utility companies and trade associations.

3


 
We control construction costs through the efficient design of our homes and by obtaining favorable pricing from certain subcontractors and national vendors based on the high volume of services and products they provide us. We also control construction costs by monitoring expenses on each house through our purchase order system. We control capital and overhead costs by monitoring our inventory levels through our management information systems.
 
Markets
 
We conduct homebuilding activities in five geographic regions, consisting of:
 
Geographic Region

  
Markets

Mid-Atlantic
  
Charleston, Charlotte, Columbia, Greensboro, Greenville, Hilton Head, Maryland-D.C., Myrtle Beach, New Jersey, Raleigh/Durham, Virginia-D.C.
Midwest
  
Chicago, Minneapolis/St. Paul
Southeast
  
Atlanta, Birmingham, Fort Myers/Naples, Jacksonville, Miami/West Palm Beach, Orlando
Southwest
  
Albuquerque, Austin, Dallas, Fort Worth, Houston, Killeen, Phoenix, San Antonio, Tucson
West
  
Colorado Springs, Denver, Fort Collins, Hawaii, Inland Empire (Southern California), Las Vegas, Los Angeles, Oakland, Orange County, Portland, Sacramento, Salt Lake City, San Francisco, San Diego, Seattle/Tacoma, Ventura County
 
When entering new markets or conducting operations in existing markets, among the things we consider are:
 
 
 
Regional economic conditions;
 
 
 
Job growth;
 
 
 
Land availability;
 
 
 
Local land development process;
 
 
 
Consumer tastes;
 
 
 
Competition; and
 
 
 
Secondary home sales activity.
 
Our homebuilding revenues by geographic region are:
 
    
Year Ended September 30,

    
2000

  
2001

  
2002

    
(In millions)
Mid-Atlantic
  
$
614.5
  
$
615.6
  
$
639.5
Midwest
  
 
451.0
  
 
457.6
  
 
493.8
Southeast
  
 
491.5
  
 
518.2
  
 
634.2
Southwest
  
 
1,176.7
  
 
1,489.5
  
 
2,003.9
West
  
 
870.5
  
 
1,302.7
  
 
2,853.8
    

  

  

Total
  
$
3,604.2
  
$
4,383.6
  
$
6,625.2
    

  

  

 
Land Policies
 
Typically, we acquire land only after necessary “entitlements” have been obtained, i.e., when we have the right to begin development or construction. Before we acquire lots or tracts of land, we will, among other things,

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complete a feasibility study, which includes soil tests, independent environmental studies and other engineering work, and determine that all necessary zoning and other governmental entitlements required to develop and use the property for home construction have been acquired. Although we purchase and develop land primarily to support our own homebuilding activities, occasionally we sell lots and land to other developers and homebuilders.
 
We also use lot option contracts, in which we purchase the right, but not the obligation, to buy building lots at predetermined prices on a takedown schedule commensurate with anticipated home closings. Lot option contracts generally are on a nonrecourse basis, thereby limiting our financial exposure to earnest money deposits given to property sellers. This enables us to control significant lot positions with a minimal capital investment and substantially reduces the risks associated with land ownership and development. At September 30, 2002, about 47% of our total lot position of 150,763 lots was under option contracts.
 
A summary of our land/lot position at September 30, 2002 is:
 
Finished lots we own
  
21,330
Lots under development we own
  
59,005
    
Total lots owned
  
80,335
Lots available under lot option and similar contracts
  
70,428
    
Total land/lot positions
  
150,763
    
 
We limit our exposure to real estate inventory risks by:
 
 
 
Generally commencing construction of homes under contract only after receipt of a satisfactory down payment and, where applicable, the buyer’s receipt of mortgage approval;
 
 
 
Limiting the number of speculative homes (homes started without an executed sales contract) built in each subdivision;
 
 
 
Closely monitoring local market and demographic trends, housing preferences and related economic developments, such as new job opportunities, local growth initiatives and personal income trends;
 
 
 
Utilizing lot option contracts, where possible; and
 
 
 
Limiting the size of acquired land parcels to smaller tracts of land.
 
Construction
 
Our home designs are prepared by architects in each of our markets to appeal to local tastes and preferences of the community. We also offer optional interior and exterior features to enhance the basic home design and to promote our sales efforts.
 
Substantially all of our construction work is performed by subcontractors. Our construction supervisors monitor the construction of each home, participate in important design and building decisions, coordinate the activities of subcontractors and suppliers, subject the work of subcontractors to quality and cost controls and monitor compliance with zoning and building codes. Subcontractors typically are retained for a specific subdivision pursuant to a contract that obligates the subcontractor to complete construction at a fixed price. Agreements with our subcontractors and suppliers generally are negotiated for each subdivision. We compete with other homebuilders for qualified subcontractors, raw materials and lots in the markets where we operate.
 
Construction time for our homes depends on the weather, availability of labor, materials and supplies, size of the home, and other factors. We typically complete the construction of a home within four months.

5


 
We do not maintain significant inventories of construction materials, except for work in process materials for homes under construction. Typically, the construction materials used in our operations are readily available from numerous sources. We have contracts exceeding one year with certain suppliers of our building materials that are cancellable at our option with a 30 day notice. In recent years, we have not experienced any significant delays in construction due to shortages of materials or labor.
 
Marketing and Sales
 
We market and sell our homes through commissioned employees and independent real estate brokers. We typically conduct home sales from sales offices located in furnished model homes in each subdivision. At September 30, 2002, we owned 1,207 model homes, which we generally do not offer for sale until the completion of a subdivision. Our sales personnel assist prospective home buyers by providing them with floor plans, price information, tours of model homes and the selection of options and other custom features. We train and inform our sales personnel as to the availability of financing, construction schedules, and marketing and advertising plans.
 
In addition to using model homes, we typically build a limited number of speculative homes in each subdivision to enhance our marketing and sales activities. Construction of these speculative homes also is necessary to satisfy the requirements of relocated personnel and independent brokers, who often represent home buyers requiring a completed home within 60 days. We sell a majority of these speculative homes while they are under construction or immediately following completion. The number of speculative homes is influenced by local market factors, such as new employment opportunities, significant job relocations, growing housing demand and the length of time we have built in the market. Depending upon the seasonality of each market, we attempt to limit our speculative homes in each subdivision. At September 30, 2002, we averaged less than five speculative homes, in various stages of construction, in each subdivision.
 
We advertise on a limited basis in newspapers and in real estate broker, mortgage company and utility publications, brochures, newsletters and on billboards. In addition, we use our Internet website to market the location, price range and availability of our homes. To minimize advertising costs, we attempt to operate in subdivisions in conspicuous locations that permit us to take advantage of local traffic patterns. We also believe that model homes play a significant role in our marketing efforts. Consequently, we expend significant effort in creating an attractive atmosphere in our model homes.
 
Our sales contracts require a down payment of at least $500. The contracts include a financing contingency which permits customers to cancel if they cannot obtain mortgage financing at prevailing interest rates within a specified period, typically four to six weeks, and may include other contingencies, such as the sale of an existing home. We include a home sale in our sales backlog when the sales contract is signed and we have received the initial down payment. We do not recognize revenue upon the sale of a home until it is closed and title passes to the home buyer. The average period between the signing of a sales contract for a home and closing is approximately three to five months.
 
Customer Service and Quality Control
 
Our operating divisions are responsible for pre-closing quality control inspections and responding to customers’ post-closing needs. We believe that prompt and courteous response to home buyers’ needs during and after construction reduces post-closing repair costs, enhances our reputation for quality and service, and ultimately leads to significant repeat and referral business from the real estate community and home buyers. We provide our home buyers with a limited one-year warranty on workmanship and building materials. The subcontractors who perform most of the actual construction also provide us with warranties on workmanship and are generally prepared to respond to us and the homeowner promptly upon request. In addition, we provide a supplemental ten-year limited warranty that covers major construction defects. To cover our potential warranty obligations, we accrue an estimated amount for future warranty costs.

6


 
Customer Financing
 
We provide mortgage financing services principally to purchasers of homes we build and sell. CH Mortgage, a wholly-owned subsidiary, provides mortgage banking services in Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, Minnesota, Nevada, New Mexico, North and South Carolina, Oregon, Texas, Virginia and Washington. DRH Mortgage, LLC, a joint venture formed in 1998 with a third party, has until recently provided mortgage origination services in California. During the year ended September 30, 2002, in the markets served, our combined mortgage banking entities provided mortgage financing services for approximately 72% of the homes closed that required mortgage financing, an increase from 64% during the year ended September 30, 2001. We anticipate expanding these mortgage activities to other markets in which we conduct homebuilding operations.
 
In other markets where we currently do not provide mortgage financing, we work with a variety of mortgage lenders that make available to home buyers a range of conventional mortgage financing programs. By making information about these programs available to prospective home buyers and maintaining a relationship with such mortgage lenders, we are able to coordinate and expedite the entire sales transaction by ensuring that mortgage commitments are received and that closings take place on a timely and efficient basis.
 
Title Services
 
Through our subsidiaries, Century Title, Custom Title, DRH Title Company of Texas, Ltd., DRH Title Company of Florida, Inc., DRH Title Company of Minnesota, Inc., Metro Title Company, Principal Title and Travis County Title Company, we serve as a title insurance agent by providing title insurance policies, examination and closing services to purchasers of homes we build in the Austin, Dallas, Fort Worth, Houston, Maryland-D.C., Miami/West Palm Beach, Minneapolis, Orlando, Phoenix, San Antonio and Virginia-D.C. markets. We assume no underwriting risk associated with these title policies.
 
Employees
 
At September 30, 2002, we employed 5,701 persons, of whom 1,317 were sales and marketing personnel, 1,975 were executive, administrative and clerical personnel, 1,654 were involved in construction, and 755 worked in mortgage and title operations. The Company had fewer than 20 employees covered by collective bargaining agreements. Employees of some of the subcontractors which we use are represented by labor unions or are subject to collective bargaining agreements. We believe that our relations with our employees and subcontractors are good.
 
Competition
 
The single family residential housing industry is highly competitive and we compete in each of our markets with numerous other national, regional and local homebuilders, often with larger subdivisions designed, planned and developed by such homebuilders. Our homes compete on the basis of quality, price, design, mortgage financing terms and location.
 
Governmental Regulation and Environmental Matters
 
The housing, mortgage and title insurance industries are subject to extensive and complex regulations. We and our subcontractors must comply with various federal, state and local laws and regulations, including zoning, density and development requirements, building, environmental, advertising and consumer credit rules and regulations, as well as other rules and regulations in connection with our development, homebuilding, sales and financial services activities. These include requirements affecting the development process, as well as building materials to be used, building designs and minimum elevation of properties. Our homes are inspected by local

7


authorities where required, and homes eligible for insurance or guarantees provided by the FHA and VA are subject to inspection by them. These regulations often provide broad discretion to the administering governmental authorities. This can delay or increase the cost of development or homebuilding.
 
We also are subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning protection of health and the environment. The particular environmental laws for each site vary greatly according to location, environmental condition and the present and former uses of the site and adjoining properties. These environmental laws may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict development and homebuilding activity in certain environmentally sensitive regions or areas.
 
Our internal mortgage activities and title insurance agencies must also comply with various federal and state laws, consumer credit rules and regulations and other rules and regulations unique to such activities. Additionally, mortgage loans and title activities originated under the FHA, VA, FNMA and GNMA are subject to rules and regulations imposed by those agencies.
 
ITEM 2.    PROPERTIES
 
We own a 52,000 square foot office complex, consisting of three single-story buildings of steel and brick construction, located in Arlington, Texas, that serves as our principal executive and administrative offices. We also own a 22,864 square foot building in Lakeville, Minnesota; a 27,000 square foot building in Westminster, Colorado; two buildings in Englewood, Colorado totaling 28,217 square feet; and a 16,000 square foot building in The Woodlands, Texas, that serve as division offices for some of our operating divisions. We lease approximately 595,000 square feet of space for our other operating divisions under leases expiring between December 2002 and March 2011.
 
ITEM 3.    LEGAL PROCEEDINGS
 
We are a party to routine litigation incidental to our business. Such matters, if decided adversely to us, would not, in the opinion of management, have a material adverse effect upon our financial condition.
 
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.

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PART II
 
ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Our common stock (the “Common Stock”) is listed on the New York Stock Exchange under the symbol “DHI”. The following table shows the high and low sales prices for the Common Stock for the periods indicated, as reported by the NYSE, adjusted for the 11% stock dividend of March 23, 2001 and the three-for-two stock split (effected as a 50% stock dividend) of April 9, 2002.
 
    
Year Ended September 30,

    
2001

  
2002

    
HIGH

  
LOW

  
HIGH

  
LOW

Quarter Ended December 31
  
$
15.61
  
$
9.16
  
$
22.33
  
$
13.25
Quarter Ended March 31
  
 
16.21
  
 
11.93
  
 
29.17
  
 
19.83
Quarter Ended June 30
  
 
17.33
  
 
12.83
  
 
27.50
  
 
21.85
Quarter Ended September 30
  
 
20.00
  
 
11.67
  
 
26.85
  
 
18.30
 
As of December 2, 2002, the closing price was $19.05, and there were approximately 473 holders of record. We have declared quarterly cash dividends of five cents per share for fiscal 2001 and six cents per share for fiscal 2002.
 
The declaration of cash dividends is at the discretion of our Board of Directors and will depend upon, among other things, future earnings, cash flows, capital requirements, our general financial condition and general business conditions. We are required to comply with certain covenants contained in the bank agreements and senior note and senior subordinated note indentures. The most restrictive of these requirements allows us to pay cash dividends on Common Stock in an amount, on a cumulative basis, not to exceed 50% of consolidated net income, as defined, subject to certain other adjustments. Pursuant to the most restrictive of these requirements, at September 30, 2002, we had approximately $172.8 million available for the payment of dividends, the acquisition of our common stock and other restricted payments.

9


 
ITEM 6.    SELECTED FINANCIAL DATA
 
The following selected consolidated financial data are derived from our Consolidated Financial Statements. The data should be read in conjunction with the Consolidated Financial Statements, related Notes thereto and other financial data elsewhere herein. These historical results are not necessarily indicative of the results to be expected in the future.
    
Year Ended September 30,

    
1998

  
1999

  
2000

  
2001

  
2002

    
(In millions, except per share data)
Income Statement Data: (1)(2)
                                  
Revenues
  
$
2,176.9
  
$
3,156.2
  
$
3,653.7
  
$
4,455.5
  
$
6,738.8
Homebuilding revenues
  
 
2,155.0
  
 
3,119.0
  
 
3,604.2
  
 
4,383.6
  
 
6,625.2
Income before cumulative effect of change in accounting principle
  
 
93.4
  
 
159.8
  
 
191.7
  
 
254.9
  
 
404.7
Income before cumulative effect of change in accounting principle per share:(3)(4)
                                  
Basic
  
 
0.96
  
 
1.40
  
 
1.70
  
 
2.24